THE BYLAWS OF THE NORTHWEST SEAPORT ALLIANCE 
MANAGING MEMBERS
ARTICLE I 
PREAMBLE 

1.  Definition: These Bylaws shall constitute the rules governing the transaction of 
business by The Northwest Seaport Alliance Managing Members. 

2.  Entity & Managing Members: The Northwest Seaport Alliance ("Alliance") is a
legally constituted Washington port development authority managed by two (2) duly 
elected Managing Members as defined below. 
A. Managing Member---The Port of Seattle, a public port district operating under 
the laws of the state of Washington, acting in such capacity through its own 
elected commission 
B. Managing Member--- The Port of Tacoma, a public port district operating under 
the laws of the state of Washington, acting in such capacity through its own 
elected commission 
C. The Ports of Seattle and Tacoma are referred to as each "Homeport" or 
"Homeports" herein. 

3.  Public and Community Policy activities:
A. Public and community policies and activities with respect to properties managed 
by the Alliance shall be the responsibility of the Homeports and not the Alliance. 
B. The Alliance shall take official positions on policy and significant legislative 
issues only when the issue impacts the Alliance and only after: 
a.  The Managing Members have discussed the matter or matters in open 
session 
b. The    Managing Members have taken a unanimous position by quorum (3-2) 
of each Managing Member 
C. Co-Presidents shall be the designated spokespersons for the Alliance. 
D. Members of the commissions of each Managing Member shall have the right to
item 9. 150729.f.alliance bylaws..docx     - 1 -

voice personal opinions that differ from those of the Alliance determined pursuant
to Article I Section 3B above as long as they are stated as such. 
ARTICLE II 
ORGANIZATION AND DUTIES OF THE
NORTHWEST SEAPORT ALLIANCE MANAGING MEMBERS 
1.  Officers: The Alliance Managing Member officers will be the following elected 
officers of the two Homeports so both Managing Members will have equal 
representation and responsibility: 
A. the Homeport Presidents, who shall serve as Alliance Co- Chairs and 
B. Co- -Secretaries, 
2.  Selection of Officers: Managing Member officers are selected using Home Port 
Bylaws and processes.
3.  Term: The Alliance Officers' term shall be as stated in the Homeport Commission 
Bylaws of each Officer's Homeport and shall run until a successor is elected. 
However, whenever vacancies arise, they may be filled by the appropriate Homeport 
prior to the next Alliance meeting following the vacancy if possible 
4.  Dual Purpose Vote: In any meeting of the Managing Members, a single Managing 
Member may move to recess the Managing Members' meeting for the purpose of 
convening a special public meeting and vote by the port commission of that 
Managing Member; provided however, in such case, all appropriate prior public 
notice and posting requirements shall have been followed.
5.  Discussion. Any Managing Member Commissioner shall have the right to question 
any individual on matters germane to the issue properly before the Alliance for 
discussion.
6.  Action      Process. All proceedings shall be by motion or resolution and recorded in 
the minutes. 
7.  Audit Committee The Commission members of each Homeport Audit Committee 
shall function as the members of the Alliance Audit Committee supported by 
appropriate Alliance staff. The chairs of each Homeport Audit Committee shall 
function as the Joint Chairs of the Alliance Audit Committee.

item 9. 150729.f.alliance bylaws..docx     - 2 -

ARTICLE III 
DUTIES OF MANAGING MEMBER OFFICERS 

1.  Co-Chairs shall: 
Preside at all public and executive meetings of the Alliance. 
Act as spokespersons for the Alliance reflecting the views of the Managing 
Members after public discussion and a Managing Member vote establishing the 
Alliance's position.
Preserve order and decorum at Alliance public and executive session meetings. 
Observe and enforce all rules adopted by the Managing Members.
Decide all questions on order, in accordance with Alliance bylaws, subject to 
appeal by any Commissioner. 
Recognize individual Commissioners in the order in which they request the floor. 
Sign all resolutions, contracts, and other instruments as authorized by the 
Managing Members
Rotate presiding responsibility, by simple rotation, whereby the Co-Chairs shall 
alternate meeting agenda management.

2.  Co -Secretaries shall: 
Supervise the recording of the Alliance meeting minutes. 
Supervise staff in the retaining of a record of all Alliance motions and resolutions. 
Supervise the safekeeping of the seal and minute books. 
Discharge all duties assigned to the office by majority vote of the Managing 
Members. 


item 9. 150729.f.alliance bylaws..docx     - 3 -

ARTICLE IV 
MEETINGS 
1.  Regular Alliance meetings: 
A. The regular meeting of the Alliance Managing Members shall be held at 8:00 AM
on the first Tuesday of each month at alternating host Homeport locations 
(currently, the Port of Tacoma Fabulich Center in Fife, and Port of Seattle SeaTac 
Airport Conference Center and Pier 69 Port of Seattle Administrative Offices), or 
such other location determined by a unanimous vote of the Managing Members,
except: 
i.    If the Tuesday falls on a legal holiday or on the day before New Year'
days.
ii.    The Managing Members, by a majority vote, may by motion recess from a
meeting to a certain time set forth in the motion made therefore or may
cancel a meeting 

2.  Adjournment or Continuation of a Regular or Special Meeting: Adjournment or 
continuation of a regular or special meeting shall be pursuant to notice as required 
by law. 
3.  Executive Sessions: Managing Members may consider matters in executive 
session for in accordance with the requirements of the Open Public Meetings Act
(RCW 42.30.110) and other laws, as they now exist and as may be amended in the 
future. 
4. Scheduling of Executive Sessions: Executive Sessions shall be either: 
Scheduled the same day as regular Alliance meetings, or.
With respect to special executive sessions, such sessions may be scheduled with 
agreement of both Managing Member Co-Chairs or a quorum of both Managing 
Members.
5. Announcement   of Executive Sessions. Before convening an Alliance executive 
session, one of the Alliance Co-Chairs shall publicly announce the purpose for the 
executive session, and the time when the executive session will be concluded. 
4. Special meetings. Special public meetings may be called for any time either by

item 9. 150729.f.alliance bylaws..docx     - 4 -

agreement of the Co-Chairs or by a quorum of members of each Managing Member,
by delivering notice pursuant to RCW42.30.080 at least 24 hours in advance by
personal or by electronic mail written notice to each Managing Member
Commissioner; and to each local newspaper of general circulation and to each local
radio or television station which has on file with the Managing Members a written
request to be notified of such special meeting or of all special meetings.

The call and notice shall specify the time and place of the special meeting and all
business to be transacted. Such notice shall also be posted on the Alliance website
at least twenty-four (24) hours before the meeting. Final disposition shall not be taken
on any other matter at such meeting by the Managing Members. Such written notice
may be dispensed with as to any member who, at or prior to the time the meeting
convenes, files with the Secretary of the Alliance a written waiver of notice. Such
waiver may be given by regular or electronic mail or facsimile transmittal. Such
written or electronic notice may also be dispensed with as to any member who is
actually present at the meeting at the time it convenes. The notices provided in this
section may be dispensed with in the event a special meeting is called to deal with an
emergency involving injury or damage to persons or property or the likelihood of such
injury or damage, when time requirements of such a notice would make notice
impractical and increase the likelihood of such injury or damage. 

5.    Hearings: (budget, study sessions, etc) 
A. Hearings. During consideration of the budget and other matters requiring 
hearings by the Managing Members, the public is invited to testify. Meeting 
notice for hearings will be so annotated. 
B. Study Sessions. Study Sessions may held as a Special meeting or in 
conjunction with a regular Alliance Managing Member meeting 

6.    Quorum: Three (3) Commissioners from each of the Managing Members shall 
constitute a quorum for the convening of a meeting. In the absence of a quorum, the 
Managing Members present may adjourn the meeting to a later date. 

item 9. 150729.f.alliance bylaws..docx     - 5 -

7. Absences: Any absence by a Commissioner from a meeting because of attendance 
to other Alliance or Homeport business shall be so recorded in the minutes of the 
meeting, and any such Alliance or Homeport related absence shall be automatically 
excused by the Managing Members.

8. Commissioner Participation. A Managing Member Commissioner who is physically 
absent may participate in live meeting deliberations by audio or video conference, 
provided that he or she has the ability to listen to or view the proceedings, and the 
Managing Member Commissioners and the public in attendance at the meeting have 
the ability to listen to or see the Commissioner. A Managing Member Commissioner 
may vote by audio or video conference only when he or she has been able to hear or 
see the entire agenda item. This provision is specifically intended to facilitate the 
presence of a quorum when three or more Commissioners of a Managing Member are 
not available to participate in person or to accommodate a Commissioner who may be 
traveling. 
ARTICLE V 
ORDER OF BUSINESS FOR MEETINGS & HEARINGS 
The order of business unless otherwise agreed to at the meeting shall be: 
1.   Call to Order 
2.   Executive Session (if needed), and if so, then Reconvene into public session 
3.   Flag Salute 
4.   Consent Agenda, to include Approval of minutes of prior meeting(s), voucher and 
check approval) and other matters determined by Alliance staff. Any Managing 
Member Commissioner may request that an item be removed from the Consent 
Agenda to be separately discussed and voted upon. 
5.   Agenda items in numerical order, including introduction, reading, and vote on 
resolutions or motions. 
6.   General business (including informal discussion items, announcements, 
comments and committee reports, which may be raised by any Managing 
Member Commissioner, and staff review items). 
7.   Public citizens' comment on General Business or other Alliance related matters. 

item 9. 150729.f.alliance bylaws..docx     - 6 -

8.   Executive Session, (if necessary)1 
9.   Adjournment. 
NOTE: Public citizens may speak on any agenda item, at the time the matter is 
discussed by the Managing Members, or at the commencement of the meeting at the 
appropriate time for accepting general public comments, as determined by the 
Managing Members. Such persons must state their name and address, and confine 
such remarks to the matter under discussion. Such remarks shall be limited to three 
minutes. 
ARTICLE VI 
MOTIONS & RESOLUTION 
1.  Alliance Managing Members shall transact business by motion or resolution which 
may be made by any Managing Member Commissioner in attendance, including any 
one of the Co-Chairs of the meeting.
2.  Voting on all motions or resolutions shall be "yea" and "nay" and by the roll call vote, 
called in alphabetical order and the vote of each Managing Member Commissioner 
present recorded. 
3. Approval by each Managing Member is defined as an affirmative vote of at least 
three of the five commissioners of such Managing Member, regardless of quorum. 
4. Resolutions shall be numbered consecutively and the original copy of each 
resolution shall be kept in a book or books for such proposes, which shall be public 
records. 
5.  Except as the Managing Members shall otherwise approve, Managing Member 
proceedings shall generally follow Robert's Rules of Order, Revised (75th 
Anniversary Edition).
6. Each Resolution shall be presented at two meeting before a final vote is taken (first 
reading, followed by final vote at second meeting). If Managing Members 

1 Following an Executive Session, the public meeting shall be reconvened and the Managing Members 
may consider items discussed in Executive session.
item 9. 150729.f.alliance bylaws..docx     - 7 -

unanimously consent - a resolution may be put on for final passage at the first same 
meeting at which it is introduced.

ARTICLE VII 
MINUTES 
1.  All proceeding of the Alliance shall be made by motion or resolution recorded in a
book or books kept for such purpose, which shall be public records. 
2.  When the Alliance Managing Members have approved the minutes of a meeting in 
accordance with ARTICLE V, the minutes, as approved, shall represent the sole, 
final, and considered determination of the Alliance Managing Members as to motions 
and resolutions set forth therein superseding all statements made by Commissioners 
at the meeting. 
3.  The Alliance staff shall be responsible for drafting, compiling and keeping minutes of
Managing Member meetings.
ARTICLE VIII 
ITEMS TO BE CONSIDERED - FILING NEW MATTERS 
1.  The CEO and the CEO's staff shall endeavor if possible to provide to the Alliance 
Managing Members all subjects to be considered at an Alliance meeting, including 
contracts, call for bids, and other items one week prior to regular Alliance public and 
executive session meetings, but in no event fewer than three (3) days before any 
Alliance meeting.
2.  Each item shall have a written explanation and full briefing of all information 
necessary for a review and discussion of said business item. 
ARTICLE IX 
AMENDMENT OF BYLAWS 
These Bylaws may be amended by the Alliance Managing Members by resolution duly 
adopted. 
--END--



item 9. 150729.f.alliance bylaws..docx     - 8 -