Article I – Purpose of the Association
The purpose of the Washington Public Ports Association (the “Association”) is to undertake the activities set forth in chapter 53.06 RCW and the provisions of chapter 39.34 RCW as each may be amended from time to time. The Association promotes the interests of ports and Washington state citizens to contribute to our state’s economy and quality of life through effective government relations, ongoing education, and strong advocacy programs.
Article II – Membership
Section 1 – Washington Public Port District Members
All public port districts duly organized and existing under Title 53 RCW shall be eligible to be Members of the Association and shall be referred to as “Members”.
Section 2 – Associate Members
Individuals and businesses with a bona fide interest in the aims and goals of the Association may be accepted as Associate Members upon application and upon such terms and conditions as the Association may determine.
Section 3 – Honorary Life Members
Individuals, who have served as an officer or committee chairman or employee of the Association and/or performed extraordinary service for the Washington public port industry may, upon nomination by the Executive Committee become Honorary Life Members of the Association. Nomination for such membership shall be made by letter to the Executive Committee from a Member and shall state in detail the qualifications of the nominee for such membership. Honorary Life Members shall have full privileges of committee membership and participation, and of recognition and discussion from the floor of any meeting of the Board of Trustees but shall not have the privilege of voting on issues before the Members. Honorary Life Members shall not be liable for membership dues.
Article III – Governance of the Association
Section 1 – Board of Trustees
Except as provided herein, the Board of Trustees shall govern the affairs of the Association. Each Member, in good standing, shall appoint a port commissioner as a trustee (the “Trustee”) to serve as a member of the Board of Trustees. The Trustee so appointed shall serve until the Member appoints a replacement. No proxy vote shall be allowed.
Section 2 – Open Public Meetings Act
The Board of Trustees is the “governing body” of the Association as the term is defined in RCW 42.30.020. All meetings of the Board of Trustees shall be held in compliance with chapter 42.30 RCW.
Section 3 – Alternate Trustees
Any Member may appoint one or more port commissioners or port employees to be alternate trustee. In the case where the Trustee is unable or unwilling to attend meetings of the Board of Trustees and alternate trustee may act on behalf of the Member; however, each Member will only have one vote on the Board of Trustees.
Section 4 – Regular and Special Meetings
The Board of Trustees shall meet at least twice yearly at the annual Spring and Fall meetings. Special meetings may be called by the President, Executive Committee, Executive Director, or five Trustees.
Section 5 – Quorum and Voting
A quorum is established with the presence of 20 Trustees. Actions must receive a majority vote of those present.
Article IV – Executive Committee
Section 1 – Powers and Duties
The Executive Committee exercises corporate powers of the Association and manages its affairs, including financial oversight, hiring, and policy implementation.
Section 2 – Membership
The Executive Committee includes the President, Vice President, Secretary, Treasurer, and the two most immediate past presidents.
Article V – Officers
Section 1 – Officer Roles
The officers of the Association include a President, Vice President, Secretary, and Treasurer. Officers are elected by the Board of Trustees.
Section 2 – Term and Vacancy
Officers serve a one-year term, except for the Treasurer, who serves a two-year term.
Article VI – Executive Director
Section 1 – Role and Responsibilities
The Executive Director is appointed by the Board of Trustees and operates under the Executive Committee’s supervision.
Section 2 – Specific Duties
The Executive Director oversees daily operations, budget preparation, and legislative programs.
Article VII – Association Committees
Section 1 – Standing and Special Committees
The Association has several standing committees, including Legislative, Economic Development, Finance, and Environmental Policy Committees.
Article VIII – Member Dues and Financial Interest
Section 1 – Dues Structure
Member ports are divided into three groups for dues calculations. The Board of Trustees sets annual dues at the Fall meeting.
Section 2 – Financial Interest
The Board of Trustees may establish rules for distributing proceeds from asset sales among Members.
Article IX – Defense and Indemnification
Section 1 – Legal Protections
The Association provides defense and indemnification for Trustees, officers, and employees acting in good faith.
Article X – Books and Records
Section 1 – Record-Keeping
The Association maintains permanent records of Board meetings and financial records.
Section 2 – Public Records Compliance
The Association is bound by the Washington Public Records Act, chapter 42.56 RCW.
Article XI – Fiscal Year
The fiscal year is the calendar year unless changed by Board resolution.
Article XII – Rules of Order
Section 1 – Meeting Conduct
Board meetings follow a standard agenda, including reports from the President, Treasurer, and Executive Director.
Section 2 – Motions and Voting
All Board actions are taken via motion and require a majority vote.
Article XIII – Amendment of Bylaws
Section 1 – Amendment Process
Bylaws may be amended by a two-thirds vote of Trustees at a meeting with a quorum.
Section 2 – Notice Requirement
Proposed amendments must be provided to Members at least 30 days before the vote.
Appendix 1 – Standing Committees
- Aviation Committee
- Communications Committee
- Economic Development Committee
- Environmental Technical Committee
- Finance and Administration Committee
- Legal Committee
- Legislative Committee
- Marina Committee
- Trade and Transportation Committee
- Broadband Committee
Appendix 2 – Dues and Finances
Part A – Dues Structure
Ports are divided into three groups for dues calculations, with Group I and II ports paying a percentage of total funds authorized by Trustees.
Part B – Property Purchases
The Board of Trustees must approve the sale or disposition of real property acquired by the Association.
