6'
MiNUTES EXHIBIT
.
. .- 'nt
Port Commioaimm
DRAFT
Meeting"WS June 30, 2015

DRAFT 6/30/15.

THE BYLAWS OF THE NORTHWEST ALLIANCE
MANAGING MEMBERS

W
PREAMBLE

1. Denition: These Bylaws shall constitute the rules governing the transaction of
business by The Northwest 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
A
elected Managing Members as dened 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 "Homeporf' 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 ofcial positions on policy and signicant legislative
.
issues only when the issue impacts the Alliance and only after: >        i

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. Joint Presidents shall be the designated spokespersons for the Alliance.

D. Members of the commissions of each Managing Member shall have the right to
voice personal opinions that differ from those of the Alliance determined pursuant
to Article 1 Section 38 above as long as they are stated as such.

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ARTICLE II

ORGANIZATION AND DUTIES OF THE
NORTHWEST ALLIANCE MANAGEMENT MEMBERS

1. Ofcers: The Alliance Managing Member ofcers will be the following elected
ofcers of the two Homeports so both Management Members will have equal
representation and responsibility:
a.  the Joint -Presidents and

b. Joint -Secretary,

2. Selection of Ofcers: Managing Member ofcers are selected using Home Port
Bylaws
3. Term: The Joint Ofcers' term shall be as stated in the Homeport Commission
Bylaws of each ofcer's Homeport and shail run until a successor is elected.
However, whenever vacancies arise, they may be lled 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 "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.

ARTICLE III
>
DUTIES OF MANAGING MEMBER OFFICERS

1. Joint -Presidents shall:
_

Preside at all public and executive meetings of the Alliance.

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- Act as spokespersons for the Ailiance reecting 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 oor.


a  Sign all resolutions, contracts, and other instruments as authorized by the
Managing Members
- Rotate presiding responsibility, by simple rotation, whereby the Joint Presidents
shalt alternate meeting agenda management.

2. Joint -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 ofce by majority vote of the Managing
Members.

ARTICLE IV
MEETINGS               ,         3

1. Regular Alliance meetings:
A. The regular meeting'of the Port Commission shall be held at 12:00                    ,
o clock noon
on the Third Thursday of each month at        or such other location
,
determined by a unanimous vote of the Managing Members, except:

a. If the Thursday fails on a legal holiday, or on the day before Christmas.
i
b. The Commission, 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


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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.
.  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.
0  With respect to special executive sessions, such sessions may be scheduled with
agreement of both Managing Member Joint Presidents or a quorum of both Managing
Members.

.
Announcement of Executive Sessions. Before convening an Alliance executive
session, one of the Alliance Joint Presidents shall publicly announce the purpose for
the executive session, and the time when the executive session will be concluded.

. Special meetings. Special public meetings may be called for any time either by
agreement of the Joint Presidents 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 le with the Managing Members a written
request to be notied 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 Port of Seattle's 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 Commission. Such written notice may be
dispensed with as to any memberwho, at or prior to the time the meeting convenes.
les with the Secretary of the Commission a written waiver of notice. Such waiver
or facsimile transmittal. Such written or
may be given by regular or electronic mail
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
is called to deal with an
may be dispensed with in the event a special meeting
or the likelihood of such
emergency involving injury or damage to persons or property
make notice
injury or damage, when time requirements of such a notice would
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.

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B. Study Sessions. Study Sessions may held as a Special meeting or in
conjunction with a regular Commission 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.

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 shalt be automatically
excused by the Managing Members.

8. Commissioner Participation. A Managing Member Commissioner who is physically
absentmay 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. Thls'provision is Specically 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.   Gail 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.

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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.
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 conne
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 Joint Presidents 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 dened as an afn'native vote of at least
three of the ve 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 nal vote is taken (rst
reading, followed by nal vote at second meeting). if Managing Members

1
*Following an Executive Session, the public meeting shall be reconvened, and the
Commission may consider items discussed in the Executive Session.

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unanimously consent  aresolution may be put on for nal passage at the rst same
meeting at which it is introduced.

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m

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 has approved the minutes of a meeting in
accordance with ARTICLE V, the minutes, as approved, shall represent the sole,
nal, 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 cf
Managing Member meetings.

ARTICLE VIII
ITEMS TO BE CONSIDERED - FILING NEW MATTERS

1.  The CEO and the CEO's staff shall endeavor if possible 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 brieng of all information

necessary for a review and discussion of said business item.

ARTICLE IX -
AMENDMENT OF BYLAWS
i
These Bylaws may be amended by the Alliance Managing Members by resolution duly !
adopted.                                                          i


MAJOR CHANGES FROM POS I POT BYLAWS

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1. Alliance bylaws reect the Alliance and not individual home ports so reduced
commentary. Home ports wiil retain and manage their own bylaws.
Removed consensus on CEO staff hiring
P93."  Removed Commission Chief of Staff comments--home port issue
Removed POS requirement for requiring a second prior to bring a motion to the
oon
5. Public /Communityl legislative activity removed from Alliance unless said activity has
a majority vote to go forward. Homeports represent different communities and will
be responsible for all public and community activities unless the Alliance adopts the
issue by majority vote. -- see preamble
9N0).
Board membership left to home port bylaws
MM ofcer and commissioner replacement "left to home port bylaws
Certain Exec Session processes specic to POSis not included:
- Ex session recording

- no limit on ex sessions













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