Agenda Item No. __6a_amend_____ 
Meeting Date   December 19, 2017__ 
1                       PORT COMMISSION BYLAWS REVISION 
2                             PROPOSED AMENDMENTS 
3                       For consideration on December 19, 2017, during 
4                    Second Reading and Final Passage of Resolution 3742. 
5            All amendments are written to the text as introduced on December 5, 2017. 
6 
7 
8    (TECHNICAL) AMENDMENT 1  proposed based on reviewer comments, including legal counsel. 
9 
10   (All of these are technical language improvements for clarity that do not alter the effect of the text.
11   They are shown in the bylaws redline in blue text.) 
12 
13   In Article 1, Section 1, delete "Title 53 RCW" and insert the following in lieu thereof: state law 
14 
15   And in Article 2, Section 1, delete "electors of the port district" and insert the following in lieu
16   thereof: citizens of King County 
17 
18   And in Article 2, Section 2, delete "whole" and insert: body 
19 
20   And in Article 2, Section 3, after "In addition to taking the oath of office required by statute," delete
21   "the commission may arrange for a second, ceremonial opportunity for newly elected
22   commissioners to take their oath of office in a public setting. Provided such commissioners
23   have already taken the oath in the manner required by applicable law, any person may
24   administer the oath in such a ceremonial setting." and insert the following in lieu thereof:
25   newly elected commissioners may take their oaths of office in a public ceremony. Provided
26   such commissioners have already taken the oath in the manner required by applicable law,
27   any person may administer the oath during such a ceremony. 
28 
29   And in Article 2, Section 5(b) at the beginning of the first sentence, delete "If conflicts of
30   interest arise," and insert the following in lieu thereof: If a potential or actual conflict of
31   interest arises, 
32 
33        And at the beginning of the second sentence, delete "When recusing, a commissioner
34        shall announce the conflict or apparent conflict of interest" and insert the following in
35        lieu thereof: When recusing himself or herself, a commissioner shall announce the
36        conflict of interest or the potential conflict of interest 
37 
38        And after "consideration of business subject to the conflict" insert: issue 
39 
40   And in Article 2, Section 6(a) before "nonattendance" insert: the port commissioner's 
41 
42        And before "excused by the port commission" insert: the commissioner is 
43        And before "resignation" insert: commissioner's 
44 
45        And in subsection (b) after "Solicitation of applications" delete "The commission shall
46        take the following steps upon provision of a notice of resignation or the creation of a

Bylaws amendments proposed on December 19, 2017                             Page 1 of 25

47        vacancy in the office of port commissioner." And insert after "Within five business days"
48        the following: after receiving notice of a vacancy or the creation of a vacancy 
49 
50   And in Article 2, Section 7, delete "avoid having" and insert the following in lieu thereof: avoid
51   creating 
52 
53        And delete "The process for determining committee and external board and commission
54        assignments in consultation with commissioners is described in Article V, Section 3. The
55        president shall make these assignments as described in Article III, Section 5, and" and
56        insert the following in lieu thereof: The president shall make committee and external
57        board and commission assignments in consultation with commissioners as described in
58        Article III, Section 5, and Article V, Section 3. The president 
59 
60   And in Article 3, Section 2, delete "As described elsewhere in this article," 
61 
62   And in Article 3, Section 5(d) after "hiring and firing and firing decisions with respect to the"
63   delete "professional" 
64 
65        And after "notified of the proposed decision" delete "and a reasonable opportunity shall
66        be given for commissioners to consult" and insert the following in lieu thereof: and
67        provided a reasonable opportunity to consult 
68 
69        And in subsection (e) after "standing or special committees" insert: of the commission 
70 
71        And delete "the chair of the audit committee shall be the vice president and" and insert
72        the following in lieu thereof: the vice president shall chair the audit committee; 
73 
74        And delete "The procedures for consultation and appointment of commissioners to
75        committees or external boards and commissions shall be pursuant to the requirements
76        of these bylaws related to committee structure." 
77 
78        And in subsection (h) delete "Port of Seattle" 
79 
80   And in Article 3, Section 6(a), delete "succeed the president for the subsequent calendar year"
81   and insert the following in lieu thereof: succeed to the office of president at the expiration of
82   his or her term as vice president 
83 
84        And delete "in the calendar year following the completion of his or her term as vice
85        president" and insert the following in lieu thereof: at that time 
86 
87        And delete "A motion to elect a president under these circumstances shall be in order as
88        soon as reasonably possible after the commission learns that the vice president will be
89        unable to serve as president" and insert the following in lieu thereof: The motion to
90        elect a president under these circumstances may be offered at any regular or special
91        meeting 
92 

Bylaws amendments proposed on December 19, 2017                             Page 2 of 25

93        And in subsection (c) delete "Port of Seattle" 
94 
95   And in Article 3, Section 7(b) delete "Port of Seattle" 
96 
97   And in Article 3, Section 8(e) delete "The commission clerk shall be responsible for the
98   recording, distribution, retention, and disposition of these records and any related indices
99   pursuant to the procedures provided for in these bylaws." 
100 
101        And in subsection (g) after "newly elected port commissioners" delete "as" and insert
102        the following in lieu thereof: within the manner 
103 
104   And in Article 4, Section 2, delete ", except as otherwise may be provided for by law" 
105 
106   And in Article 4, Section 3(a) delete "Failure to attend port commission meetings" and insert in
107   lieu thereof: The failure of a port commissioner to attend port commission meetings 
108 
109        And delete "When commissioners are absent from meetings" and insert the following in
110        lieu thereof: If a port commissioner is absent from port commission meetings 
111 
112        And in subsection (b) delete "can interact in deliberations and be heard" and insert the
113        following in lieu thereof: can interact in the deliberations and can be heard 
114 
115        And after "participating in a meeting" delete "in this manner" and insert the following in
116        lieu thereof: remotely 
117 
118        And after "put for a decision" delete "as long as they are present at the time of the
119        vote" and insert the following in lieu thereof: during the meeting 
120 
121   And in Article 4, Section 5(d) delete "passage. Items" and insert: consideration. Final actions 
122 
123        And in subsection (g) before "been introduced on a prior day" insert: already 
124 
125        And in subsection (j) after "present to participate" insert: or participating remotely 
126 
127   And in Article 5, Section 2, after "every committee" insert: of the port commission 
128 
129   And in Article 5, Section 3, delete "As noted in Article III above" and insert the following in lieu
130   thereof: As noted elsewhere in these bylaws 
131 
132   And in Article 5, Section 3(b) delete "Care shall be taken during the consultation process to
133   comply with legal requirements applicable to open public meetings." 
134 
135        And in subsection (c) at the beginning of the sentence, delete "Having in mind those
136        considerations" and insert the following in lieu thereof: Bearing in mind the
137        considerations 
138 

Bylaws amendments proposed on December 19, 2017                             Page 3 of 25

139        And in subsection (f) after "Assignments to committees" insert: of the port commission 
140 
141   And in Article 5, Section 8, after "during their deliberations and" insert: of 
142 
143        And delete "staff person identified in the committee's charter as its" and insert the
144        following in lieu thereof: committee's 
145 
146   And in Article 6, Section 2(a) after "when appropriate to do so" delete "because of the
147   appearance of a conflict" and insert the following in lieu thereof: because of a potential conflict 
148 
149        And after "abstain from the consideration of a matter" delete "because of the
150        appearance of a conflict" and insert the following in lieu thereof: because of the
151        potential of a conflict 
152 
153        And in subsection (b) delete "A motion is a proposal to take an action, whether
154        verbalized or formalized in writing, such as in the form of a resolution or by written
155        motion." and after "vote prescribed by law" delete ", these bylaws, or applicable
156        parliamentary authority" and insert the following in lieu thereof: or these bylaws 
157 
158        And delete "instructions" and insert in lieu thereof: actions 
159 
160        And delete "or other agents of the Port of Seattle" and insert in lieu thereof: and staff 
161        of the Port of Seattle as actions or decisions of the port commission 
162 
163        And in subsection (f) delete "when support for passage of an action is clearly unanimous"
164        and insert the following in lieu thereof: it is the presiding officer's opinion that there is
165        general approval for it among commissioners 
166 
167   And in Article 6, Section 5, delete "Amendments that are not controversial and have clear
168   unanimous support may be adopted by unanimous consent, provided they are submitted in writing
169   and are repeated when the presiding officer announces the outcome of the vote" and insert the
170   following in lieu thereof: An amendment may be adopted by unanimous consent pursuant to the
171   voting procedures of these bylaws provided the amendment is submitted in writing 
172 
173   And in Article 6, Section 6(b) after "and shall include" insert: the following components: 
174 
175        And in subsection (c) after "legislative action" delete "as required by law" 
176 
177        And in subsection (d) delete "introduced through" and insert: filed by 
178 
179   And in Article 6, Section 6(f) delete "The commission clerk shall maintain adopted resolutions
180   pursuant to required retention schedules, shall provide for the numbering and indexing of
181   resolutions by subject and date of adoption, and shall make all resolutions available for public
182   review" and insert the following in lieu thereof: The commission clerk shall maintain records of 
183   adopted resolutions as described in these bylaws 

Bylaws amendments proposed on December 19, 2017                             Page 4 of 25

184   And in Article 6, Section 10, after "inflammatory language" delete "comment about others'
185   motives, criticism of past actions," 
186 
187   And in Article 6, Section 11(a) delete "testify" and insert: comment 
188 
189        And in subsection (f) delete "interruption" and insert: disruption 
190 
191   And in Article 6, Section 12(b) after "presiding officer's announcement" insert the following: If a
192   vote is taken on whether to record a commissioner as either excused or absent, the question
193   shall be put as a request to show the commissioner "excused." 
194 
195   And in Article 7, Section 1, after "by the commission" insert: at any regular or special meeting 
196 
197        And in Section 3, after "shall refer the bylaws to" delete "a governance" and insert: an
198        appropriate 
199 
200   (TECHNICAL) Amendment 1 OUTCOME: ______________________ 













Bylaws amendments proposed on December 19, 2017                             Page 5 of 25

201   AMENDMENT 2  proposed by commission staff 
202 
203   (Provides a mechanism to refer policy-related work to a committee, while maintaining the
204   commission's control over the matters referred. Note that matters on establishment or revision
205   of policy directives or governance  like WMBE, Quality Jobs, Priority Hire, Bylaws, etc. would
206   be REQUIRED to be considered by an appropriate committee.) 
207 
208   In Article 5, insert the following new Section 6: 
209 
210   Referral to committee. Topics that involve establishment or revision of policy directives or
211   governance structures shall be referred to a committee of appropriate purview for
212   recommendations on action by the commission. Other matters may be referred to
213   appropriate committees at the discretion of the commission by public action. If there is no
214   standing or special committee of appropriate purview constituted for the particular matter,
215   one shall be constituted by a charter adopted pursuant to the requirements of these bylaws.
216   Such committee referral shall be made by the president, or may be ordered by the commission
217   by public action. Notwithstanding the timeline set in the committee's charter for
218   consideration and recommendation to the commission, the commission may, by a vote of a
219   majority of its membership, discharge a committee from further consideration of a particular
220   matter. The motion to so discharge shall refer the matter to a different committee or place it
221   on the agenda for commission consideration at an appropriate time. 
222 
223   Amendment 2 OUTCOME: ________________ 










Bylaws amendments proposed on December 19, 2017                             Page 6 of 25

224   AMENDMENT 3  proposed by commission staff 
225 
226   (Articulates a procedure for handling technical aspects of 24-hour meeting notice when waiver
227   of written notice in invoked under RCW 42.30.080.) 
228 
229   In Article 4, Section 6, insert the following new subsection (c): 
230 
231   Notice waiver not submitted. Special meetings called with less than 24 hours' written notice
232   shall comply with all requirements of law and these bylaws. Special meetings called to deal
233   with an emergency involving injury or damage to persons or property as described in RCW
234   42.30.080 do not require 24 hours' written notice. When any other special meeting is called
235   with less than 24 hours' notice, written notice shall be posted as far ahead of convening the
236   meeting as practicable. In such a case, if any commissioner has not filed a written waiver of
237   notice as prescribed in this section, and such commissioner is not present when the special
238   meeting convenes, the special meeting shall immediately adjourn to a time that is at least 24
239   hours after the actual time of posting the written notice for the meeting. The procedures for
240   adjourning a special meeting are described further in Section 7 below. 
241 
242   Amendment 3 OUTCOME: ______________________ 












Bylaws amendments proposed on December 19, 2017                             Page 7 of 25

243   AMENDMENT 4  provided based on comments from Commissioner Gregoire 
244 
245   (Requires a 24-hour filing deadline for substantive amendments to actions on the agenda.) 
246 
247   In Article 6, Section 5, after "repeated by the presiding officer prior to taking a vote on the
248   amendment as a subsidiary question" insert the following: Amendments filed in writing with
249   the commission clerk at least 24 hours prior to the convening of the public meeting during
250   which they are intended to be offered shall require a majority vote of the membership for
251   passage. Amendments offered less than 24 hours prior to the convening of the public meeting
252   during which they are intended to be offered shall require a vote of two-thirds of the
253   membership for passage. 
254 
255   (The amendment in context:) 
256 
257        Amendment of questions. Once a motion has been made or a requested action
258        filed by virtue of its inclusion on an approved agenda, it shall be modified only by
259        amendment. Any commissioner, including the presiding officer, may offer an
260        amendment to a question that is subject to amendment. Amendments other
261        than simple amendments to procedural motions shall be offered in writing and
262        their content repeated by the presiding officer prior to taking a vote on the
263        amendment as a subsidiary question. Amendments filed in writing with the
264        commission clerk at least 24 hours prior to the convening of the public meeting
265        during which they are intended to be offered shall require a majority vote of
266        the membership for passage. Amendments offered less than 24 hours prior to
267        the convening of the public meeting during which they are intended to be
268        offered shall require a vote of two-thirds of the membership for passage. 
269        Amendments shall be subject to a vote for adoption. Amendments that are not
270        controversial and have clear unanimous support may be adopted by unanimous
271        consent, provided they are submitted in writing and are repeated when the
272        presiding officer announces the outcome of the vote. Amendments adopted by
273        unanimous consent shall be recorded in the minutes as adopted "without
274        objection." Amendments are subsidiary questions and shall be considered after
275        acceptance of a motion and second on the main question to which they are
276        attached and shall be decided before the vote on the main question. 
277 
278   Amendment 4 OUTCOME: _______________________ 




Bylaws amendments proposed on December 19, 2017                             Page 8 of 25

279   AMENDMENT 5  provided based on comments from Commissioner Gregoire 
280 
281   (Restores the requirement to record executive sessions. This feature was not carried forward
282   into the proposed revised text.) 
283 
284   In Article 4, Section 8, insert a new subsection (b) as follows and renumber the subsequent
285   subsections: 
286 
287   Recording of executive sessions. Executive sessions shall be recorded electronically, and the
288   general counsel shall be the record holder of the original recordings. Executive sessions held
289   for the purpose of discussing evaluation of qualifications for public employment or review of
290   the performance of a public employee as described in RCW 42.30.110(1)(g) shall be exempt
291   from the recording requirements of this section. Executive sessions held to discuss other
292   matters authorized by RCW 42.30.110 may be made exempt from recording by a motion
293   decided in public session prior to convening the executive session. The extent to which the
294   executive session or parts thereof shall be exempt from recording shall be stated in the
295   motion to exempt from recording. Outside counsel annually shall monitor the commission's
296   compliance with Chapter 42.30 RCW  the Open Public Meetings Act  and other laws by
297   reviewing recordings of commission executive sessions on a representative sampling basis. 
298 
299   Amendment 5 OUTCOME: ________________ 











Bylaws amendments proposed on December 19, 2017                             Page 9 of 25

300   AMENDMENT 6  provided based on comments from Commissioner Gregoire 
301 
302   (Provides additional latitude to the scope of topics on which the commission president serves
303   as a spokesperson for the commission.) 
304 
305   In Article 3, Section 5(f), after "that have been established by action taken in public session"
306   insert the following: or that are consistent with the policies, statements, and actions of the
307   port commission. 
308 
309   (The amendment in context:) 
310 
311        (5)(f)  Commission spokesperson. The president shall be the spokesperson for
312        the commission in expressing views held collectively by the Port of Seattle
313        Commission that have been established by action taken in public session or that
314        are consistent with the policies, statements, and actions of the port
315        commission. The president may delegate this role on a case-by-case basis. 
316 
317   Amendment 6 OUTCOME: ________________ 












Bylaws amendments proposed on December 19, 2017                             Page 10 of 25

318   AMENDMENT 7  proposed by Commissioner Felleman 
319 
320   (Requires the president to make reasonable efforts to consult with affected commissioners
321   before making public statements on their behalf and limits the president's use of the title of
322   president to only statements made in his or her official capacity on behalf of the commission.) 
323 
324   In Article 3, Section 5(f) after "The president may delegate this role on a case-by-case basis."
325   insert the following: The president shall make reasonable efforts to consult with
326   commissioners prior to making public statements on behalf of the commission. When the
327   president expresses his or her own individual opinions, he or she shall refrain from using the
328   title of commission president in such a context. 
329 
330   (The amendment in context:) 
331 
332        (5)(f)  Commission spokesperson. The president shall be the spokesperson for
333        the commission in expressing views held collectively by the Port of Seattle
334        Commission that have been established by action taken in public session or that
335        are consistent with the policies, statements, and actions of the port commission.
336        The president may delegate this role on a case-by-case basis. The president shall
337        make reasonable efforts to consult with commissioners prior to making public
338        statements on behalf of the commission. When the president expresses his or
339        her own individual opinions, he or she shall refrain from using the title of
340        commission president in such a context. 
341 
342   Amendment 7 OUTCOME: ___________________ 









Bylaws amendments proposed on December 19, 2017                             Page 11 of 25

343   AMENDMENT 8  proposed based on comments from Commissioner Felleman. 
344 
345   (Acknowledges the oversight and review roles of the commission and the commission president
346   over certain non-commission positions.) 
347 
348   In Article 2, insert the following new Section 9: Oversight and review of the executive director.
349   As a body, the commission provides oversight and review of the performance of the executive
350   director in accordance with the executive director's employment agreement. 
351 
352   And in Article 2, insert the following new Section 10: Review of staff reporting to both the
353   commission and the executive director (dual reports). In addition to oversight of the executive
354   director and direct reports of the office of the commission, the commission as a body provides
355   input to the executive director regarding the performance of those employees who report
356   directly to the executive director. In particular, the commission as a body provides review of
357   the general counsel and public affairs senior director, who report dually to the commission
358   and the executive director. 
359 
360   And in Article 3, delete Section 5(d) strike "Supervision of commission staff. Acting on behalf of
361   the commission, the president shall supervise the commission chief of staff, who in turn shall be
362   responsible for the organization and management of the staff of the office of the commission.
363   Prior to executing any hiring and firing decisions with respect to the professional staff of the
364   office of the commission, all commissioners shall be notified of the proposed decision and a
365   reasonable opportunity shall be given for commissioners to consult on such decisions as time
366   and circumstances warrant" and insert the following in lieu thereof: Oversight of the office of
367   the commission. In consultation with the commission, the president shall provide oversight
368   and review of the performance of the commission chief of staff. The commission chief of staff
369   shall be responsible for the organization and management of the office of the commission.
370   The commission chief of staff shall consult with the commission regarding the performance
371   evaluation, hiring, and firing of staff of the office of the commission 
372 
373   And in Article 3, Section 5, insert a new subsection (e) as follows and renumber the subsequent
374   subsections: Oversight of staff reporting to both the commission and the executive director
375   (dual reports). On behalf of the commission and in concert with the executive director, the
376   president provides oversight to the general counsel and public affairs director, who report
377   dually to the commission and the executive director. The president serves as the commission's
378   primary point of contact to these positions 
379 
380   And in Article 3, Section 6(b) after the second sentence, insert the following: The audit
381   committee participates directly in the oversight and review of the performance of the internal
382   audit director in accordance with policy directives related to Port of Seattle salaries and
383   benefits. In consultation with the audit committee, the vice president shall contribute to the
384   chief financial officer's performance review of the internal audit director. 


Bylaws amendments proposed on December 19, 2017                             Page 12 of 25

385   (The amendment in context:) 
386 
387        Article 2, Section 9. Oversight and review of the executive director. As a body,
388        the commission provides oversight and review of the performance of the
389        executive director in accordance with the executive director's employment
390        agreement. 
391 
392        Article 2, Section 10. Review of staff reporting to both the commission and the
393        executive director (dual reports). In addition to oversight of the executive
394        director and direct reports of the office of the commission, the commission as a
395        body provides input to the executive director regarding the performance of
396        those employees who report directly to the executive director. In particular, the
397        commission as a body provides review of the general counsel and public affairs
398        senior director, who report dually to the commission and the executive
399        director. 
400 
401        Article 3, Section 5(d) Supervision of commission staff. Acting on behalf of the
402        commission, the president shall supervise the commission chief of staff, who in
403        turn shall be responsible for the organization and management of the staff of the
404        office of the commission. Prior to executing any hiring and firing decisions with
405        respect to the professional staff of the office of the commission, all
406        commissioners shall be notified of the proposed decision and provided a
407        reasonable opportunity to consult on such decisions as time and circumstances
408        warrant. 
409 
410        (5)(d)  Oversight of the office of the commission. In consultation with the
411        commission, the president shall provide oversight and review of the
412        performance of the commission chief of staff. The commission chief of staff
413        shall be responsible for the organization and management of the office of the
414        commission. The commission chief of staff shall consult with the commission
415        regarding the performance evaluation, hiring, and firing of staff of the office of
416        the commission. 
417 
418        (5)(e) Oversight of staff reporting to both the commission and the executive
419        director (dual reports). On behalf of the commission and in concert with the
420        executive director, the president provides oversight to the general counsel and
421        public affairs director, who report dually to the commission and the executive
422        director. The president serves as the commission's primary point of contact to
423        these positions. 
424 
425         
426 
427        (6)(b) Audit committee chair. The vice president shall serve as chair of the
428        commission's audit committee. For this reason, the president shall not appoint

Bylaws amendments proposed on December 19, 2017                             Page 13 of 25

429        the chair of the audit committee. The audit committee participates directly in
430        the oversight and review of the performance of the internal audit director in
431        accordance with policy directives related to Port of Seattle salaries and
432        benefits. In consultation with the audit committee, the vice president shall
433        contribute to the chief financial officer's performance review of the internal
434        audit director. 
435 
436   Amendment 8 OUTCOME: ___________________________ 

















Bylaws amendments proposed on December 19, 2017                             Page 14 of 25

437   AMENDMENT 9    proposed by Commissioner Albro  and informed by comments from
438   Commissioners Bowman and Felleman 
439 
440   (Revises text in sections 1 and 3 of the Object statement in Article 1. Aligns more closely with
441   the Century Agenda and statutory language.) 
442 
443   In Article 1, Section 1, delete "The Port of Seattle was chartered by the voters of King County as
444   a port district by special election on September 5, 1911. The Port of Seattle is a special-purpose
445   corporation of the State of Washington that is governed by the Port of Seattle Commission. The
446   Port of Seattle Commission is authorized to perform its responsibilities under Title 53 RCW and
447   is charged with the responsibility to fulfill particular legislatively mandated purposes and
448   objectives." 
449 
450   And insert the following in lieu thereof: The Port of Seattle was chartered by the voters of King
451   County as a port district by special election on September 5, 1911, as a special-purpose 
452   municipal corporation of the State of Washington. The Port of Seattle Commission is vested
453   with all port powers described by law and governs the Port of Seattle in accordance with state
454   law to fulfill the port's purposes and objectives. 
455 
456   And in Article 1, Section 3, delete "Commissioners shall safeguard the mission of the Port of
457   Seattle as a public agency whose primary mission shall be to invest public resources to advance
458   trade and commerce, promote industrial growth, preserve limited maritime and aviation
459   resources of unique value for port uses, stimulate economic development, and create jobs. This
460   mission depends upon the transportation of people and goods by air, water, and land,
461   commitment to environmental stewardship, and collaboration with neighboring communities.
462   It ensures economic vitality and a sustainable quality of life for all of the people of King County
463   and the Puget Sound region." 
464 
465   And insert the following in lieu thereof: Commissioners shall serve the public and the mission
466   of the Port of Seattle as a public agency to create quality jobs throughout the diverse
467   communities of King County by advancing trade and commerce, promoting industrial growth,
468   and stimulating economic development. Commissioners shall advance the port's commitment
469   to create economic opportunity for all, responsibly steward the environment, partner with
470   surrounding communities, promote  social responsibility, act  transparently, and remain
471   accountable. 
472 
473   Amendment 9 OUTCOME: ________________ 
474 




Bylaws amendments proposed on December 19, 2017                             Page 15 of 25

475   AMENDMENT 10  proposed by Commissioner Albro and informed by comments from
476   Commissioner Bowman 
477 
478   (Revises the text in Article 2, Section 2, Collegiality.) 
479 
480   In Article 2, Section 2, before "governs the Port of Seattle" insert: exercises port powers 
481   described by law and 
482 
483   (The amendment in context:) 
484 
485        Collegiality. The commission  exercises port powers described by law and 
486        governs the Port of Seattle only when a quorum of its membership is assembled
487        in a properly noticed public meeting and action is taken by the required vote. 
488 
489   Amendment 10 OUTCOME: ______________ 














Bylaws amendments proposed on December 19, 2017                             Page 16 of 25

490   AMENDMENT 11  provided based on comments from Commissioner Gregoire 
491 
492   (Adds a reference to commission's commitment to the port statement of values and port code
493   of ethics/workplace responsibility policy) 
494 
495   In Article 2, Section 5(a), delete "Commissioners shall uphold the standard of conduct described
496   in the Port of Seattle Code of Ethics for Port Commissioners and shall avoid conflicts of interest
497   and the appearance of conflicts of interest when performing their duties as port
498   commissioners" and insert the following in lieu thereof: Commissioners shall uphold the
499   standard of conduct reflected in the Port of Seattle Statement of Values and further described
500   in the Port of Seattle Code of Ethics and Workplace Conduct and the Port of Seattle Code of
501   Ethics for Port Commissioners. Commissioners shall avoid conflicts of interest and the
502   appearance of conflicts of interest when performing their duties as port commissioners 
503 
504   (The amendment in context:) 
505 
506        Commissioners shall uphold the standard of conduct described in the Port of
507        Seattle Code of Ethics for Port Commissioners and shall avoid conflicts of interest
508        and the appearance of conflicts of interest when performing their duties as port
509        commissioners Commissioners shall uphold the standard of conduct reflected in
510        the Port of Seattle Statement of Values and further described in the Port of
511        Seattle Code of Ethics and Workplace Conduct and the Port of Seattle Code of
512        Ethics for Port Commissioners. Commissioners shall avoid conflicts of interest
513        and the appearance of conflicts of interest when performing their duties as
514        port commissioners. Procedures related to alleged misconduct and potential
515        conflict of interest are described in the Port of Seattle Code of Ethics for Port
516        Commissioners, implementation of which is ensured by the commission's
517        officers and an independent Board of Ethics. 
518 
519   Amendment 11 OUTCOME: ________________ 







Bylaws amendments proposed on December 19, 2017                             Page 17 of 25

520   AMENDMENT 12  proposed by commission staff. 
521 
522   (Distinguishes between comments non-binding in a non-quorum setting and requests 
523 
524   Article 4, Section 2, after "Such presentations are not deliberations of the Port of Seattle
525   Commission, and" delete "comments made by individual commissioners in this context are not
526   directions binding on the executive director or other agents of the Port of Seattle" and insert
527   the following in lieu thereof: comments made by individual commissioners in the absence of a
528   quorum are advisory only and are not binding on the executive director or staff of the Port of
529   Seattle in the same manner as are actions or decisions of the port commission 
530 
531   (The amendment in context:) 
532        In the absence of a quorum, individual commissioners may participate in
533        informational presentations. Such presentations are not deliberations of the Port
534        of Seattle Commission, and comments made by individual commissioners in this
535        context are not directions binding on the executive director or other agents of
536        the Port of Seattle comments made by individual commissioners in the absence
537        of a quorum are advisory only and are not binding on the executive director or
538        staff of the Port of Seattle in the same manner as are actions or decisions of the
539        port commission. In the event a public meeting is interrupted by the loss of a
540        quorum of commissioners, the presiding officer shall announce that the
541        commission meeting has been adjourned or recessed due to the absence of a
542        quorum before continuing with further informational presentations. 
543 
544   Amendment 12 OUTCOME: _____________________ 









Bylaws amendments proposed on December 19, 2017                             Page 18 of 25

545   AMENDMENT 13  proposed by commission staff 
546 
547   (Makes it clear that a decision to recess or adjourn and/or clear a meeting room because of a
548   disruption is at the discretion of the commission.) 
549 
550   In Article 6, Section 11(f) after "orderly conduct of the meeting not feasible, the presiding
551   officer" insert the following: , at the discretion of the commission, 
552 
553   (The amendment in context:) 
554 
555        If a meeting is interrupted by a disruption as described in these bylaws so as to
556        render the orderly conduct of the meeting not feasible, the presiding officer, at
557        the discretion of the commission,  may recess the meeting or adjourn the
558        meeting to another location pursuant to the provisions of Article IV, Section 7, of
559        these bylaws and may order the meeting room cleared. If a meeting is adjourned
560        due to an interruption, commissioners and staff shall leave the meeting room
561        until the meeting is reconvened. 
562 
563   Amendment 13 OUTCOME: ______________________ 
564 











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565   AMENDMENT 14  prepared based on comments from Commissioner Bowman 
566 
567   (Removes the need for a committee charter to name the commission staff supporting the
568   committee.) 
569 
570   In Article 5, Section 2, delete subsection (i) 
571 
572   (The amendment in context:) 
573 
574   (i) Which staff of the Port of Seattle Commission shall support the committee's work. 
575 
576   Amendment 14 OUTCOME: _______________________ 















Bylaws amendments proposed on December 19, 2017                             Page 20 of 25

577   AMENDMENT 15  prepared based on comments from Commissioner Bowman 
578 
579   (Would make the consultation process between commissioners and the commission president
580   less prescriptive.) 
581 
582   In Article 5, Section 3, after "consultation with other commissioners" delete "according to the
583   following guidelines:" and all of subsections (a), (b), (c), (d), and (e) and insert the following in
584   lieu thereof: and shall be completed by the end of January each year. 
585 
586   (The amendment in context:) 
587 
588        Committee membership. As noted in Article III above, the president shall appoint
589        commissioners to serve on or chair standing or special committees and on external
590        boards and commissions. Committee and external board and commission assignments
591        shall be developed in consultation with other commissioners and shall be completed by
592        the end of January each year. according to the following guidelines: 
593 
594      (a) No later than December 1, the vice president, acting in the capacity of president-elect,
595        shall forward to commissioners expecting to serve on the Port of Seattle Commission in
596        the following calendar year a list of committees and external boards and commissions
597        available for commissioner participation in the new year. The list shall be sent to any
598        newly elected commissioners for whom election results have been certified by
599        December 1. The list shall include the name of the standing or special committee of the
600        commission and the names of all known available external boards and commissions, a
601        brief description of the group, and the current commissioner assignments, if any. The
602        vice president shall ask commissioners to consider service on the listed groups in the
603        coming year and to propose their ranked preferences for such service. 
604 
605      (b) By no later than December 15, commissioners shall consider and propose in writing
606        their ranked preferences for service on the various committees, boards, and
607        commissions and may propose service on additional committees, boards, or
608        commissions as well. The deadline for responding may be extended by consultation
609        with the vice president. 
610 
611      (c) Bearing in mind the considerations described above and consulting further with
612        individual commissioners as needed, the vice president shall prepare a preliminary list
613        of committee, board, and commission assignments. 
614 
615      (d) No later than the second Tuesday of January, the president shall distribute a
616        preliminary list of assignments for commission committees, and external boards and
617        commissions to commissioners. Commissioners shall have seven days to review the
618        preliminary assignments and may propose revisions. 
619 
620      (e) During the commission's public meeting on the fourth Tuesday of January, or if such

Bylaws amendments proposed on December 19, 2017                             Page 21 of 25

621        meeting is cancelled, at the commission public meeting next held, the president shall
622        announce that assignments to committees and external boards and commissions have
623        been made, and a copy of the list of assignments shall be entered upon the record of
624        the meeting. 
625 
626        Assignments to committees and external boards and commissions may change during
627        the year, and the commission clerk shall maintain an updated list, noting the dates and
628        the nature of any revisions. Changes to such assignments shall be made only after
629        consulting the commissioners affected, and the president shall provide the commission
630        clerk with written notice of any changes. 
631   Amendment 15 OUTCOME: ____________________________ 















Bylaws amendments proposed on December 19, 2017                             Page 22 of 25

632   AMENDMENT 16  prepared based on comments from Commissioner Bowman 
633 
634   (Would make Audit Committee service required for all commissioners) 
635 
636   In Article 2, Insert a new Section 8 as follows: 
637 
638   All commissioners shall serve at least one, one-year term on the commission's audit
639   committee prior to the completion of their fourth year in office. If this requirement results in
640   the need for more than two commissioners to serve on the audit committee at the same time,
641   the commission may waive the requirement for one or more commissioners to serve in the
642   time allotted. The vote to waive this requirement under these circumstances shall be decided
643   by a majority of the membership and the motion may include conditions for future audit
644   committee service as deemed appropriate by the commission. 
645 
646   Amendment 16 OUTCOME: _____________________________ 














Bylaws amendments proposed on December 19, 2017                             Page 23 of 25

647   AMENDMENT 17  proposed based on comments from Commissioners Felleman and Bowman 
648 
649   (Clarifies that the order and decorum limitations on non-germane, insulting, and otherwise
650   uncivil comments apply to everyone participating in the meeting  commissioners, staff, public,
651   etc.) 
652 
653   In Article 6, Section 10, delete "Those speaking during consideration of any matter shall limit
654   remarks" and insert the following in lieu thereof: All persons speaking during consideration of
655   any matter, including commissioners, staff, and members of the public, shall limit remarks 
656 
657   (Amendment in context:) 
658 
659        Those speaking during consideration of any matter shall limit remarks All persons
660        speaking during consideration of any matter, including commissioners, staff, and
661        members of the public, shall limit remarks  to the matter at hand, avoiding
662        personalities, vulgarity, insults, inflammatory language, and other comments not
663        germane to the discussion of the matter at hand. 
664 
665   Amendment 17 OUTCOME: __________________________ 












Bylaws amendments proposed on December 19, 2017                             Page 24 of 25

666   [The following amendment, described on December 12, is no longer proposed for inclusion.] 
667 
668   AMENDMENT  proposed by executive staff 
669 
670   (Creates an option to place actions on the consent calendar if the authorization amounts are
671   between $300,000 and $1 million and construction contract extensions are between 60 and
672   120 days and allows them to be offered in a single action request.) 
673 
674   In Article 4, Section 5(g), after "do not require a public hearing or amendment" insert the
675   following: The consent calendar may include any action for which the requested dollar
676   amount of the authorization lies between the value threshold delegated to the executive
677   director (generally $300,000) and $1,000,000 or for which construction contract time
678   extensions are requested between 60 days and 120 days and staff may submit an agenda
679   memorandum for multiple actions of this kind with a brief description of each action. 
680 
681   (The amendment in context:) 
682 
683        Unanimous consent calendar. Items on the consent calendar shall include
684        routine matters and actions considered by the president to have general
685        consensus of all commissioners, including approval of the minutes of prior
686        meetings available for commission approval. Resolutions may be included on the
687        consent calendar for final adoption if they are routine and considered by the
688        president to have general consensus of all commissioners, have been introduced
689        on a prior day, and do not require a public hearing or amendment. The consent
690        calendar may include any action for which the requested dollar amount of the
691        authorization lies between the value threshold delegated to the executive
692        director (generally $300,000) and $1,000,000 or for which construction contract
693        time extensions are requested between 60 days and 120 days and staff may
694        submit an agenda memorandum for multiple actions of this kind with a brief
695        description of each action. Items on the consent calendar shall not be subject to
696        discussion or debate and shall be decided by a single vote. Any commissioner
697        present at the time of consideration of approval of the agenda may request
698        removal of an item from the unanimous consent calendar for separate
699        consideration and vote. Items removed from the consent calendar for separate
700        consideration and vote shall become special orders for the day and shall be
701        taken up following those items previously scheduled for consideration as special
702        orders. 




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