Agenda Item No. __6a_redline____ 
Meeting Date   _August 15, 2017__ 
Port of Seattle Commission Bylaws 
Edits reflect proposed amendment by Resolution 3733 
Article I 
PREAMBLE 
The Port Commission is the legally constituted governing body of the Port of Seattle. As
a governing body of a special purpose municipal corporation, it is charged with the
responsibility of fulfilling legislatively mandated purposes and objectives. 
These Bylaws shall constitute the rules governing the transaction of business by the duly
elected Port Commission. Commissioners shall faithfully perform all duties of office.
Commissioners shall abide by the principle that "public service is a public trust."
Commissioners shall uphold the integrity, impartiality and independence of the
Commission and shall encourage and promote accountability, transparency and public
confidence by their actions. 
Commissioners shall safeguard the Port of Seattle as a public agency whose primary
mission shall be to invest public resources to advance trade and commerce, promote
industrial growth, stimulate economic development  and create jobs.  This mission
depends upon the transportation of people and goods by air, water, and land and ensures
economic vitality and a sustainable quality of life for the people of King County. The
Commission shall act to preserve scarce maritime and aviation-related resources of
unique value for Port uses. 
Article II 
DUTIES AND RESPONSIBILITIES OF THE COMMISSION 
1.   In executing its responsibilities, the Commission shall: 
(a)  Establish broad policies, overall direction and long-term objectives of the Port,
as established in Resolution 3605 and its Statement of Purposes and Objectives. 
(b)  Select a Chief Executive Officer to implement Port policies and objectives and
to administer and operate the Port based on the delegation of administrative
responsibility and authority as adopted in Resolution No. 3605 as amended or
succeeded.  The Commission shall set the salary level and review the
performance evaluation and the performance pay of the Chief Executive Officer
in public session. The Port Commissioners shall have discretion in determining
the pay of the Chief Executive Officer.  The Commission and the Chief
Executive officer shall agree on the Chief Executive Officer's Goals and
Objectives on an annual basis. 

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(c)  Approve the annual budget of the Port of Seattle and set the amount of the
annual tax levy by December 1 of each calendar year. 
(d)  Establish the degree to which the Port will use the governmental powers of
taxation and eminent domain. 
(e)  Establish financial policies, including capital formation and debt issuance. 
(f)  Determine the types of business activity in which the Port will engage. 
(g)  Identify short and long-term business strategies for enhancement of maritime
and aviation business as well as other activities in which the Port might engage. 
(h)  Approve labor agreements. 
(i)   Establish Port positions on significant governmental legislation. The Port shall
take official positions as an organization on significant legislation only after the
Commission has discussed it in open session and taken a position by majority
vote. 
(j)   Approve the annual Salary and Benefits Resolution.   Delegate personnel
administration to the Chief Executive Officer. 
(k)  Approve the Audit Committee Charter and the Internal Audit Department
Charter. 
(l)   Develop a consensus with the Chief Executive Officer on the choices of finalists
for the position of Deputy Chief Executive Officer. 
(m) Hire the Commission Chief of Staff. 
2.   Any Commissioners desiring to have any issue, project, commitment of resources, or
other matter considered shall secure the support of at least one other Port
Commissioner and may have such item placed on the agenda of the Commission
meeting following submission of the item to the President or Co-President of the
Commission.
3.   The President or Co-President of the Commission shall be responsible for overseeing
the agenda for Port Commission meetings. 
4.   The President or Co-President of the Commission shall be the spokesperson for the
Commission in expressing a view held jointly by the Port Commission, unless
another spokesperson shall be delegated. However, individual Commissioners shall
have the right to voice personal opinions differing from decisions taken or under
review by the Port Commission as a whole as long as they are stated as such. 

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5.   The President or Co-President of the Commission shall supervise the Commission
Chief of Staff, and the Commission Chief of Staff shall supervise all Commission
staff.  The President or Co-President of the Commission shall reiterate to the
Commission staff its lack of authority over full-time regular employees of the Port in
terms of direction and work obligations. All hiring and firing decisions with respect
to Commission Office staff shall be made only after notifying all Commissioners. 
Article III 
ORGANIZATION OF THE COMMISSION 
1.   The Commission shall elect new officers at the first meeting of each calendar year.
An officer's term shall run for one (1) year beginning when elected, or until a
successor is elected. However, whenever vacancies arise, they may be filled at any
regular or special meeting of the Commission. 
2.   The Commission shall elect a President but not more than two Co-Presidents and a
Secretary from its own members. Additionally, a Vice President and Assistant
Secretary may be elected. During the temporary absence of any Commission officer,
the officer next in line shall temporarily assume the duties of the absent officer in an
acting capacity during the absence and in the following order:  President, Co-
President, Vice President, Secretary, and Assistant Secretary. If a Commissioner's
absence is lengthy or due to disability or the inability to serve, the Commission may
appoint the officer next in line to the position held by the absent officer. 
3.   All proceedings shall be by motion or resolution. A record of the proceedings shall
be recorded in the Minutes. 
4.   In the event of a vacancy in the office of Port Commissioner, such vacancy shall be
filled at the next general election. In the interim, the remaining Commissioners shall
fill the vacancy by appointment (i) no later than 90 days after the creation of the
vacancy or (ii) where the vacancy is caused by resignation, no later than 90 days
after the effective date of the resignation. No later than five (5) working days after
the creation of the vacancy or the date on which notice of resignation is provided, the
Commission shall issue a press release and post on the Port's website a request for
applications from citizens in King County interested in being considered for the
appointment. All applications for the appointment shall be submitted to the Port
Commission no later than the application submission date noted in the
Commission's request for applications.  The Commission shall review the 
applications and shall obtain background investigations of the applicants.  The
Commission shall conduct interviews in public session of no more than six (6) of the
most qualified candidates. The Commission shall select one candidate by majority
vote in public session to fill the vacancy. 
5.   If the Commission lacks a majority due to the total number of vacancies, the King
County Council shall within thirty (30) days of the creation of such vacancies

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appoint the number of Commissioners necessary to provide a majority.  The
Commissioners thus appointed shall meet within sixty (60) days of their appointment
to appoint the number of Commissioners needed to complete the Commission ad
interim through the next general election. 
6.   The Commission may, from time to time, establish such Standing Committees as are
necessary to conduct specialized work. The composition of Standing Committees
shall be determined by the President or Co-President of the Commission. In general,
a Commissioner shall not expect to serve more than two consecutive years on a
Standing Committee, but tenure is at the discretion of the President or Co-President.
Standing Committees shall be staffed by Commission staff.  To remain in
compliance with the Open Public Meetings Act (Chap. 42.30 RCW), Standing
Committees shall not be comprised of more than two members of the Commission,
as three or more members constitute a quorum of the Commission.  Standing
Committees, however, may include a third member who is not a member of the
Commission. Standing Committees may act on behalf of the Commission as its
representative if they have been approved to do so by the Commission by a vote of
the majority in open session and if such authority is expressed in the Committee's
Charter. Standing Committees shall notice their meetings and shall hold them in
open session. The Commission may form temporary committees whose mandate
shall be defined in the motion creating the temporary committee.  Temporary
committees formed to report findings or make recommendations to the full
Commission are not required to meet in public session. 
7.   Port-Related Board Memberships: 
Port of Seattle Commissioners may serve on Port-related outside boards.  The
Commission President or Co-President shall assign, in consultation with the other
Commissioners, Port-related board memberships for all Commissioners at the
beginning of each calendar year. In general, a Commissioner shall not expect to
serve on the same outside board for more than four consecutive years, but tenure is
at the discretion of the President or Co-President. One factor influencing whether
service on an outside board should be extended is whether such an extension would
allow the Commissioner to hold an officer position on the board. Commissioners
who serve as members on outside boards shall avoid conflicts of interest. If such
conflicts arise, Commissioners shall recuse themselves from any consideration and
voting upon the issue that creates the conflict. 
8.   The Vice President shall serve as chair of the Commission's Audit Committee and
automatically shall succeed the Commission President in the following calendar
year. 



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Article IV 
DUTIES OF OFFICERS 
1.   The President or Co-President shall preside at all public meetings of the Commission
and at executive sessions of the Commission, and shall sign all resolutions,
contracts, official correspondence,  and other instruments on behalf of the
Commission as authorized by the Commission. The President or Co-President shall
perform all such other duties that are incident to the office or are properly required
by the Commission. The President or Co-President shall authorize the issuance of
notices for regular and special meetings of the Commission as provided in
ARTICLE V of these Bylaws. In addition, any three Commissioners may issue
notice for a special meeting. 
2.   The Vice President shall, during the absence or disability of the President or both
Co-Presidents, exercise all the functions of the President or Co-Presidents. In
addition, the Vice President shall have such powers and discharge such duties as
may be assigned from time to time by the Commission. The Vice President shall
serve as the chair of the Commission's Audit Committee and automatically shall
succeed the President for the subsequent calendar year. If upon completion of the
Vice President's term, he or she will not serve as a Port Commissioner in the
following calendar year or is otherwise unable to fill the office of President in the
following calendar year, the Commission shall elect another Commissioner to serve
as President. A motion to elect a President under these circumstances shall be in
order as soon as reasonably possible after the Commission learns that the Vice
President will be unable to serve as President. 
3.   The Secretary shall ensure that the recording of the minutes by Port of Seattle
Commission staff is carried out. The Secretary shall also ensure that Port of Seattle
Commission staff retain a record of all motions and resolutions adopted by the
Commission, and shall supervise the safekeeping of the seal and approved minutes,
and shall otherwise perform such further duties as are incident to the office and as
are properly required by the Commission. 
4.   The Assistant Secretary shall, during the absence or disability of the Secretary,
exercise all the functions of the Secretary. 
5.   Any Commissioner who shall be elected to act for an incumbent elected officer
during the temporary absence or disability of such officer shall exercise all the
functions of the incumbent officer, but only during the continuance of the absence or
disability of such officer. 
6.   Commission duties and responsibilities are outlined in Article II of these Bylaws. 


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Article V 
MEETINGS 
1.   Regular Meetings: No additional notice shall be required for regular meetings; the
time and place of which are established by these Bylaws or state law. Regular
meetings of the Commission shall be held at 1 p.m. on the first, second, and fourth
Tuesday of each month, provided, however, that in the event an executive session is
to be held, the regular meeting shall convene at 12 p.m. and shall immediately recess
to an executive session, which shall be closed to the public. The regular meeting
shall then reconvene at 1 p.m. If necessary, an executive session may be held at any
time after convening, including at the end of a regular or special meeting. If, at any
time, any regular meeting falls on a holiday, such regular meeting shall be
rescheduled as soon as possible thereafter. 
2.   Special Meetings: Special public meetings may be called for any time either by the
President or Co-President or by a majority of the Commissioners by delivering
personally or by electronic mail written notice to each Commissioner; and to each
local newspaper of general circulation and to each local radio or television station
which has on file with the Commission a written request to be notified of such
special meeting or of all special meetings. Such notice must be delivered personally
or by electronic mail at least twenty-four (24) hours before the time of such meeting,
as specified in the notice. 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 member who, at
or prior to the time the meeting convenes, files with the Secretary of the Commission
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. 
3.   All meetings shall be open and public except as otherwise provided by these Bylaws
or State law. 
4.   Place of Meetings: The regular meetings on the first and second Tuesday of each
month shall be held at the Port of Seattle Headquarters Building, Pier 69, 2711
Alaskan Way, Seattle, Washington. Unless otherwise so publicized in the same
manner as for special meetings, the regular meeting on the fourth Tuesday of each
month shall be held at Seattle-Tacoma International Airport in the Conference
Center at Sea-Tac on the Mezzanine Level of the Main Terminal. Unless otherwise

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determined by a majority of the Commission, the Commission shall hold four
meetings each year either (1) in a public location in King County outside of Port
property or (2) with respect to a joint meeting with another government commission
or council, within the chambers of either body or in a mutually-agreed public
location. The place for holding such meetings may be changed by concurrence of a
majority of the Commission. Joint meetings with another government commission
or council may replace a regular meeting of the Commission. 
5.   Executive Sessions: The Commission may meet in executive session, which shall be
closed to the public, during a regular or special meeting for all the purposes
permitted by the Open Public Meetings Act (Chap. 42.30 RCW) and other laws,
including, but not limited to, the following: 
(a)  The consideration of matters affecting national security; 
(b)  Matters involving legal risk to the Port of Seattle; 
(c)  The selection of a site or the acquisition of real estate by lease or purchase,
when public knowledge regarding such consideration would cause a likelihood
of increased price; 
(d)  The sale or lease of real estate when public knowledge regarding such
consideration would cause a likelihood of decreased price; 
(e)  Review of negotiations on the performance of publicly-bid contracts when
public knowledge would cause a likelihood of increased costs; 
(f)  Personnel matters related to the Chief Executive Officer or Commission staff
members; 
(g)  The hearing of complaints or charges brought against such officer or employee
unless such officer or employee requests a public hearing; 
(h)  Communications with legal counsel respecting agency enforcement action,
litigation or potential litigation to which the governing body, or a member
acting in an official capacity is, or is likely to become, a party when public
knowledge regarding the discussion would cause a likelihood of adverse legal or
financial consequence; 
(i)   Interviews of candidates for positions at the Port. 
6.   Transparency of Commission Operations:  Each Commissioner shall abide by the
Port Commission Transparency Code of Conduct. The Commission shall uphold the
spirit and intent of the Open Public Meetings Act (Chap. 42.30 RCW) and shall
conduct its meetings accordingly. Therefore: 

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(a)  Executive sessions shall be recorded electronically, and the General Counsel
shall be provided with the original recording of the executive sessions for
safekeeping. Executive sessions held for the purpose of discussing evaluation
of qualifications for public employment or review of the performance of a
public employee as described in RCW 42.30.110(1)(g) shall be exempt from the
recording requirements of this section. Executive sessions held to discuss other
matters authorized by RCW 42.30.110 may be made exempt from recording by
a motion disposed of prior to convening the executive session and in accordance
with the provisions of Article VII of these Bylaws. The extent to which the
executive session or parts thereof shall be exempt from recording shall be stated
in the motion, which shall be decided in public session. Outside counsel shall
annually monitor the Commission's compliance with the Open Public Meetings
Act (Chap. 42.30 RCW) and other laws by reviewing recordings of Commission
executive sessions on a representative sampling basis. 
(b)  A maximum of two executive sessions each month shall be held. Additional
sessions may be held only if there are exceptional circumstances as determined
by the President or Co-President of the Commission or when two or more
Commissioners request an additional executive session. This limitation does
not apply when the purpose of the executive session is to discuss personnel
issues or interview candidates for positions at the Port. 
7.   Adjournment or Continuation to a Special Meeting: Adjournment or continuation to
a special meeting shall be pursuant to notice as required by law. 
8.   Quorum: Three (3) Commissioners shall constitute a quorum. No action defined by
statute as the transaction of the official business of a public agency shall occur in the
absence of a quorum.  A Commission member 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 Port
Commission and the public have the ability to listen to or see the Commissioner. A
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 are not
available to participate in person or to accommodate a Commissioner who may be
traveling.  This procedure may also be used in other unforeseen circumstances.
Except in case of an emergency or critical situation, or other unforeseen
circumstance, at least one Commissioner must be physically present to preside over
the meeting when other Commissioners are participating by audio or video
conference. Port Commissioners participating by audio or video conference may
vote upon a matter, provided they have been present through an audio or video
conference for the entire presentation and discussion of the particular agenda item
that is being voted upon. It is understood that participation by a Commissioner by
audio or video conference is an unusual situation and should only occur when
(absolutely) necessary. 

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9.   Absences: Any absence by a Commissioner from a meeting because of attendance
to other Port business shall be so recorded in the minutes of the meeting. 
10.  Cancellation of Meeting: Any regular or special meeting may be cancelled by the
President or Co-President. Such a cancellation shall be noticed publicly no less than
twenty-four (24) hours in advance and noticed on the Port of Seattle website, if
possible. 
Article VI
ORDER OF BUSINESS 
The order of business at all regular meetings, unless otherwise agreed to by the
Commission at such meeting, shall be as follows, provided, the specific order of action
items and staff briefings shall be determined at the time notice of the meeting is given
and may be altered at such meeting by consent of the Commissioners present: 
1.   Call to Order. 
2.   Executive Session (if necessary).* 
3.   Special Orders of Business.** 
4   Unanimous Consent Calendar.*** 
5.   Public Testimony**** 
6.   Division, Corporate and Commission Action Items 
7.   Staff Briefings. 
8.   Additional New Business. 
9.   Adjournment. 
*Following an Executive Session, the public meeting shall be reconvened, and the
Commission may consider items discussed in the Executive Session. 
**Special Orders of Business may include items of a ceremonial nature, policy
roundtables, public hearings, or any action that the Commission chooses to take up prior
to consideration of other actions. 
***The Unanimous Consent Calendar shall include minutes available for approval. The
President or Co-President shall approve the items to be placed on the Unanimous Consent
Calendar. Unless otherwise requested by a Commissioner or a member of the public, all
items under the Unanimous Consent Calendar will be voted on as a single item, without
further discussion. If a Commissioner or a member of the public request s discussion on a

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particular item, that item will be removed from the Unanimous Consent Calendar and
voted on separately following public testimony. 
****Items removed from the Consent Calendar for separate discussion and vote,
including minutes to be amended, may be heard following public testimony. Testimony
related to a public hearing shall be heard during the public hearing to which it is related.
The Commission may accept further public testimony during Additional New Business or
at other times as it deems appropriate. 
Article VII 
MOTIONS 
1.   Except as required by Article VII, the Commission shall transact its business by a
motion made by any Commissioner in attendance or participating through audio or
video conference, including the chair of the meeting. 
2.   All motions shall require a second to be recognized.  Subjects raised under
Additional New Business that do not require a vote shall not require a second to be
heard. 
3.   Voting on all motions shall be "yea," "abstain," or "nay" unless a roll call vote is
requested by any Commissioner, in which case the Secretary, or acting Secretary,
shall call the roll in alphabetical order and record the vote of each Commissioner
present. 
4.   Concurrence of three (3) Commissioners shall be necessary and shall be sufficient
for the passage of any motion. 
Article VIII 
RESOLUTIONS 
1.   All matters, which in the judgment of the Commission, are of a legislative character
shall be embodied in the form of resolutions. Such a resolution shall not be put on
for final passage at the same meeting at which it is first introduced, except by
unanimous consent of all the Commissioners. Said consent may be given either in
person at this meeting, or if any Commissioner is to be absent, by advance written
consent, which consent shall be made a part of the minutes of the meeting and shall
consent either to final action being taken on all resolutions brought before the
particular meeting or to final action being taken only on those resolutions specified
in said written consent. A resolution put on for final passage may be passed with the
consent of three (3) Commissioners attending the meeting in person or through audio
or video conference. 

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2.   All Resolutions shall require a second for First or Second Reading before being
considered by the Commission. 
3.   Voting on all resolutions shall be by "yea," "abstain," or "nay" unless a roll call vote
is requested by any Commissioner, in which case, the Secretary or acting Secretary
shall call the roll in alphabetical order and record the vote of each Commissioner
present. 
4.   Resolutions shall be numbered consecutively and the original copy of each
resolution shall be duly authenticated in open session by the signature of the
Commissioners voting in its favor and by the seal of the Commission. Each
resolution shall be filed by the Secretary and preserved in a manner appropriate to a
permanent public record. 
Article IX 
MINUTES
1.   All proceedings of the Commission shall be filed by the Secretary and preserved in a
manner appropriate to a permanent public record. 
2.   When the Commission has 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 Commission as to the motions and resolutions set forth therein,
superseding all statements made by Commissioners at the meeting. 
Article X 
AMENDMENT OF THE BYLAWS 
These Bylaws may be amended by the Commission by resolution duly adopted. 






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REVISION HISTORY 
Month D, YYYY:   Resolution No. 3733 revised Articles III and IV to define new roles
for the office of Vice President to serve as Audit Committee Chair
and automatically succeed the President in the following calendar
year. This included addition of a new Section 8 in Article III.
Article V was amended to define only two regular meetings per
month, in keeping with a change in Commission practice. 
April 8, 2014       Resolution No. 3690 revised Article V, Section 6, to exempt from
recording matters in executive session pertaining to performance
reviews and review of candidates for public employment. The
order of business in Article VI was amended to reflect current
practice.  Article V, Section 1, was amended to clarify that
executive sessions may be held at any time after convening of a
regular meeting. The place of meetings in Article V, Section 4, 
was also updated to reflect current practice of holding special
meetings at venues other than Pier 69.  Clarifying language
amendments were made in Article II, Section 1; Article III,
Section 6; Article IV, Section 3; Article V, Section 6; Article VII,
Sections 1, 2, and 3; Article VIII, Section 3; Article VIII,
Section 4; and Article IX, Section 1. 
January 7, 2014     Resolution No. 3689 revised Article II, Section 1(m); Article III,
Section 2; Article IV, Section 2; and various additional sections to
replace references to "President" with "Co-President" and to
replace "Commission Services Director" with "Chief of Staff."
The order for temporarily filling the Chair in the absence of the
presiding officer was clarified. 
January 22, 2013:    Resolution No. 3673, as amended, revised Article III, Section 4, to
update the process for filling a vacancy in the office of Port
Commissioner; added clarification to Article II, Section 1,
paragraph (i) relating to e stablishing positions on significant
legislation; and revised Article II, Section 5, relating to hiring and
firing of Commission Office staff. 
December 4, 2012:   Resolution No. 3672 inserted a new paragraph (k) into Article II,
Section 1, to include approval of charters of the Audit Committee
and Internal Audit Department as a Commission responsibility. 



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