Section I: Name
The name of this organization shall be ASSOCIATION OF PACIFIC PORTS.

Section II: Objects and Purposes
The objects and purposes of this Association shall be to (a) develop and foster good relations and collaboration among its members; (b) to promote and increase the efficiency of the member ports and harbors and related transportation in general by exchanging information relative to new and improved techniques or technologies in all spheres of activities such as engineering, construction, maintenance, management, promotion, trade development and marketing, public relations and environmental protection; (c) to facilitate the expression of positions, policies or plans on matters of common interest in the various fields of transportation and port and terminal operations in which the members are involved; (d) to monitor and encourage the programs and activities of the several associations of ports and harbors to keep abreast of recent developments in the port and terminal industry, to disseminate relevant information to members of this Association; and, (e) to promote and increase the effectiveness and efficiency of commissioners of ports and harbors through the exchange of information and the sponsorship of educational seminars and programs.

Section III: Membership
There shall be three classes of members:

PORT AUTHORITY MEMBERS, consisting of public or private district, municipal, state and federal harbor boards or agencies operating or having jurisdiction over one or more ports in a province, state, possession or federated state bordering on or having access to the Pacific trade area.

ASSOCIATE MEMBERS, consisting of industries, business firms or individuals with a bona fide interest in the aims, goals and activities of the Association of Pacific Ports. Application for such membership shall be made on forms available from the Association and shall be subject to approval by the Executive Committee. (See Section IX, Paragraph C, Sub 2.)

LIFE MEMBERS, consisting of

1) persons who, while affiliated with Port Authority Members of the Association, actively participated in the business of the Association for an aggregate period of not less than ten years, or for the full period of incumbency permitted by the law or policy of the country, state, province, territory or local government of the Port Authority Member if that period of incumbency is less than ten years, but who have become disassociated with the Port Authority Member; or

2) any Past President of the Association upon becoming disassociated with Port Authorities. Life Members will not be required to pay membership fees. In the event a life member again becomes affiliated with a Port Authority Member, that person may, during the period of such affiliation and when authorized by the Port Authority Member, represent such member as a delegate, exercise all voting privileges as a delegate, and hold office. That person’s life membership shall be temporarily suspended during such affiliation.

Section IV: Board of Directors

The business and affairs of the Association shall be managed by a Board of Directors. The members of the Board shall consist of the President, First Vice President/Treasurer, Second Vice President, Third Vice President, the Immediate Past President and one representative from each Port Authority member.

The Board of Directors shall hold at least two meetings during each fiscal year: one during the Winter Conference, and one during the Annual Conference.

a) A quorum of the Board of Directors shall consist of one third of the Port Authority members, including at least one officer.

b) The President may, or shall, upon written request of two members of the Board of Directors, call a meeting by correspondence, conference call, or email of the Board of Directors and fix the date thereof. The notice of the call of the meeting shall be given by the Executive Director or, in the absence of the Executive Director, by a person designated by the president, in writing to each member by mail or email, not less than ten (10) days prior to the date fixed for any such meeting. The notice shall state (1) the manner of the call of said meeting, (2) the date fixed for said meeting, (3) the subject or subjects to be voted upon at such meeting and (4) the date and place to which the ballot is to be sent. The text of any resolutions or any other actions proposed for a vote shall be appended to such notice. The meeting notice transmitting shall contain a ballot form, listing the subjects to be voted upon in the order of their appearance in the notice. Votes on ballot subjects shall be communicated to the place, and within the time specified in the notice. A vote shall be counted if it is received prior to midnight of the date specified in the notice.

c) Upon nomination by the Executive Committee, the Board of Directors shall have the power to appoint life members in accordance with the provisions of these Bylaws.

d) The Board of Directors shall have the power and duty, finances permitting, to appoint an Executive Director who shall serve at the pleasure of the Board, to fix the monthly compensation and term of office, and to assign the duties which shall be performed. Administrative direction and control of the functions and duties of the Executive Director may be delegated by the Board to the Executive Committee.

Section V: Executive Committee
The Executive Committee shall be elected by the Board of Directors at its meeting during the annual conference of the Association. The Committee shall consist of: the President, the three Vice Presidents, the Immediate Past President and one Director from each geographic region, as defined and designated by the Board of Directors from time to time; and no more than three At-Large Representatives. These positions are to be filled with Port Authority member representatives. The Executive Committee may from time to time appoint from one to three Associate Members of the APP to serve as the Associate Member Subcommittee, a non-voting advisory group of the Executive Committee. It is the intent of the Executive Committee to recommend expansion of the Board and the Executive Committee to enhance the diversity of our membership throughout the Pacific Rim and to utilize the At Large Positions or other means. In the event a Director elected to serve on the Executive Committee shall resign or, for any other reason be unable to serve, the Board shall fill such vacancy as soon as practicable after it occurs. The Executive Committee shall perform such duties and exercise such authority as may be delegated to it by the Board of Directors. In the event a Port Authority Member has two or more persons serving on the Executive Committee, each Port Authority Member shall have a single vote on all matters that come before the Committee. The senior officer shall cast the vote. The Executive Committee shall meet at the call of the President. A quorum shall consist of four members. The President, or the senior Vice President in attendance, shall preside at every meeting of the Executive Committee. The Executive Committee shall conduct and carry on the business and affairs of the Association, including the admission of new members, during the intervals of time between formally convened meetings of the Directors. The President may call a meeting of the Executive Committee by correspondence in the same manner as is provided for calling meetings of the Board of Directors by correspondence. The President may call a meeting by telephone or email of the Executive Committee and fix the date, time and purpose thereof. The meeting shall be conducted in the following manner:

The notice of the call of the meeting shall be given by telephone to each member of the Executive Committee by the Executive Director or other person designated by the President. The notice shall state the time and purpose of the meeting. On the date fixed for the meeting, the Executive Director or a person designated by the President shall arrange a telephone conference among those members of the Executive Committee who are available. Four members shall constitute a quorum. At such telephonic conference, the Executive Director, or a person designated by the President, shall state the purposes for which such a meeting is called, and the agenda proposed. No other business shall be transacted; provided, however, if all members are present and unanimously agree, other matters may be dealt with at such meeting by telephone. The President or the ranking Vice President shall preside at such meeting by telephone and shall carry on the business of the meeting by telephone as if such meeting were a regular meeting of the Executive Committee. After such meeting has adjourned, those persons who were unavailable for the telephone conference meeting shall be informed of the action taken at the meeting. If no quorum be available for the meeting, those persons present shall register their yeas and nays on the agenda issues. The enough absent members to constitute a quorum shall be polled, when available, and their votes recorded. Any resolution or other action proposed and adopted at a meeting by telephone shall have the same force and effect as though such resolution or other action had been adopted at a regular meeting of the Executive Committee.

Section VI: Officers
The officers of the Association shall be the President, First Vice President/Treasurer, Second and Third Vice Presidents. Every officer shall be elected at the annual meeting of the Association. Only a Member of the Board of Directors shall be eligible to be an elected officer. In the event an officer shall cease to be a Director, the office shall ipso facto become vacant and shall be filled as provided in d below. The duties of Association officers shall be as follows:
The President shall be the Chief Executive Officer of the Association and shall supervise all other officers and committees and affairs of the Association. The duties of the President, First Vice President/Treasurer, Second and Third Vice Presidents shall be the duties usually pertaining to such offices and such as may be assigned to them by resolution adopted at an annual or special meeting by the Board of Directors. If any office becomes vacant, each next lower ranking officer shall automatically succeed to the next higher office. The Board of Directors at its next meeting shall fill a vacancy in the office of Third Vice President by majority vote of the Board from a name or names presented by the Nominating Committee.

Section VII: Executive Director
In addition to the elective officers heretofore designated, an Executive Director shall be appointed by the Board of Directors, to serve at the pleasure of the Board, at such compensation and upon such terms and conditions as may be agreed upon in the contract between the parties. The duties of the Executive Director shall be the duties assigned by the Board of Directors or, upon delegation of this duty, by the Executive Committee in keeping with the terms of the contract.

Section VIII: Standing Committee
The standing committees of the Association shall be: Executive Committee; Nominating Committee; and a Finance Committee made up of the Executive Committee to be chaired by the First Vice President/Treasurer. At the first Board of Directors meeting following election of officers, and at other times if necessary, the President shall appoint such regular and special committees as may be deemed necessary to carry out the objectives of the Association, name the chairpersons, and prescribe the duties of such committees. The Board of Directors may, if it wishes, change or establish additional goals and duties of each committee. The chairperson of each standing committee of the Association, with the exception of the Executive Committee and Finance Committee, shall serve at the pleasure of the President and until a successor has been named. Each Chair shall be responsible for the activities of the committee and shall make periodic reports to the Directors and Executive Committee as directed. Committee activities involving expenses which would become an obligation of the Association shall be subject to prior approval by the Executive Committee or Board of Directors.

Section IX: Finance
a) The fiscal year of the Association shall begin on the first day of August and end on the last day of July of the following year.

b) There shall be five groups of Port Authority members. Each Port Authority member shall be a member of either Group 1, 2, 3, 4, or 5, based upon the port’s total gross operating revenue in the last full fiscal year. Group 1 ports shall be those ports with gross operating revenue of up to $1 million in the most recent full fiscal year; Group 2 ports, up to $7 million; Group 3 ports, up to $25 million, Group 4 ports, over $25 million, and Group 5 ports, over $250 million. This schedule will be periodically reviewed by the Executive Committee.

c) Membership dues to the Association shall be paid annually as follows:

1) Port Authority Members Group 1, 30% of a single dues unit (herein defined) per member; Group 2, one Dues Unit per member; Group 3, two dues units per member and Group 4, three dues units per member; and Group 5, six dues units per member. Dues shall be rounded to the nearest $25 increment. Dues of a port in its first year will be prorated by fiscal quarter according to date its membership becomes effective.

2) Associate Members annual dues shall be established by the Executive Committee.

3) Life Members: No dues

d) The Executive Committee serving as the Finance Committee, chaired by APP 1st Vice President/Treasurer, shall:

1) Receive suggestions and recommendations from the Executive Director and prepare the Annual Budget for the Association. The Budget shall be distributed to the Executive Committee members prior to the Annual Conference meeting and be presented to the members for adoption at the Annual Conference meeting.

2) Review all appropriate fiscal information and establish the value of a “dues unit” which will be used to calculate the amount of annual membership dues to be paid by each port member.

3) Review any specific special funding requests by ad hoc or standing committees and make its recommendation to the Board of Directors.

4) Designate the depositories and type of accounts for all funds of the Association. Insofar as possible the Association shall have at least two accounts: operating and reserve (savings).

5) Determine the level of operating reserve account and the project reserve account.

6) Review the annual audit report and relate its findings to the Board of Directors.

e) Upon recommendation of the Executive Committee serving as the Finance Committee, the Board of Directors shall have authority to make special assessments in such amounts as it may deem appropriate, to be prorated among all members in the same proportions as the membership dues, or to particular members in such proportion as they may agree.

f) All checks, drafts, or orders for payment of money from the operating account shall be signed or endorsed by the President, First Vice President/Treasurer, Executive Director, or Deputy Director. Funds deposited to the credit of the reserve account shall be disbursed only upon the signature of any two of the persons designated above. The Association shall obtain either a bond or appropriate insurance carrying the names of all persons handling or disbursing Association funds, in an amount sufficient to protect the funds of the Association.

g) The Executive Director with the approval of the Board of Directors, shall employ a certified public accountant or a firm of certified public accountants to audit the books of the Association annually or at such more frequent times as the Board may elect. All officers shall submit for audit their books and vouchers relating to Association expenditures whenever requested in writing by the person or firm conducting the audit. Upon completion of the audit, copies of the audit report shall be immediately sent to the 1st Vice President/Treasurer, who is the Chairman of the Finance Committee. The Chairman shall report the results of the audit at the next meeting of the Board of Directors.

Section X: Association Records
The permanent records of the Association shall be kept at the office of the Executive Director or at such other place as the Board of Directors may direct.

Section XI: Annual Meeting
a) The Association shall hold an Annual Meeting at such place and time as the Board of Directors shall determine. The General Meeting of members and the Board meeting that follows, held on the last day of the annual meeting shall be the official annual meeting of the Association. The Executive Committee may, at its discretion, postpone or cancel an Annual Meeting. In such case, the annual election of officers and directors shall be conducted by mail or electronically in such manner as the Board shall prescribe. In selecting the time and place of an annual meeting, the Board of Directors may be guided and advised by invitations and the majority vote of the qualified delegates present and voting at the preceding Annual Meeting.

b) The Executive Committee shall direct the Executive Director to ensure timely and proper planning for Annual and Winter Conferences and Meetings including such things as establishing registration rates, hotel and room arrangements, agendas and guest speakers, and companion programs, etc. For the Annual Conference, the Executive Director shall work with the host port on the planning and implementation of the conference program, including collection of all revenue and payment of all expenses. The Executive Director will provide a financial accounting to the Executive Committee.

c) All Resolutions/Memorials submitted for adoption at the Annual Meeting shall be first referred to a resolutions committee, which may be the Executive Committee, for its consideration and recommendation to the Board of Directors. In floor action at the Annual Meeting, debate on such resolutions shall not be in order until they have been reported on by the committee.

d) One third of the Board of Director members shall constitute a quorum for the transaction of business at any meeting of the members of the Association.

e) Voting:

1) Each port authority member shall have one vote, which shall be exercised by the person selected by the port authority member to be its representative at the Board of Directors meeting, unless the member port, in writing, designates otherwise. Voting by proxy shall be permitted.

2) Associate and Life Members shall be entitled to the privileges of debate and discussion in considering all matters that may be brought before any session of the Annual Meeting and may serve on standing and ad hoc committees; however, such members or their representatives shall not have the right to vote or hold office.

3) A port authority member, delinquent by more than 90 days in the payment of its Association dues or assessments, shall not be entitled to vote nor shall any of its commissioners, officers, employees or other representatives be eligible to hold office until its dues payment is brought current.

f) The President shall call a special meeting of the Association upon the request in writing of a majority of the Board of Directors.

g) The Executive Director or, in the absence thereof, the President, shall give at least thirty (30) days notice in writing to the members of any annual or special meeting.

h) Nominating Committee:

1) At the first Executive Committee meeting of an Annual Meeting, the President shall present the names of representatives of at least three (3) port authority members to serve as the Nominating Committee. The President shall give preference to Past Presidents of the Association who are present at the meeting.

2) The Nominating Committee shall submit a nomination for each elective office of the Association as well as a list of nominations for the six regional members and at large positions of the Executive Committee and present it to the incoming president immediately following the annual election of officers.

3) After the report of the Nominating Committee and prior to the election, nominations for officers may be made from the floor by any official delegate.

Section XII: Miscellaneous Provisions
The Board of Directors shall have power to adopt additional regulations for good government of the Association, not inconsistent with these Bylaws. “Robert’s Rules of Order” shall be the parliamentary authority for all matters of procedure including any not specifically covered in these Bylaws.

Section XIII: Amendments

These Bylaws may be amended in any of the following manners:

a) By a 2/3rds vote of the qualified delegates present and voting at any annual or special meeting, providing a quorum is present and notice in writing has been given by the Executive Director or President of such proposed amendments at least thirty (30) days prior to the meeting, or

b) By the unanimous vote of all qualified delegates present and voting at any annual or special meeting, without such notice, or

c) The Board of Directors or the Executive Committee may propose an amendment at any time, and the port authority members may vote thereon by letter ballot. Such ballots shall be taken according to procedures fixed by the Board of Directors, and a majority vote of the Board shall decide the question.

Revised January 25, 2019