6a resolution signed

=                                         RESOLUTION NO. 3742
WN              A RESOLUTION of the Port Commission of the Port of Seattle adopting bylaws
Ah                                      governing the organization and transaction of business of
WW                                      the Port of Seattle Commission and repealing Resolutions
ON                                      No.  3611,  3672,  3673,  3689,  3690, 3733, and  all  other
~IJ                                        resolutions dealing with the same subject matter.
00
\O            WHEREAS, the voters of King County authorized and approved the formation of a port
10    district co-extensive with King County to be known as the Port of Seattle in a special election
on September 5, 1911; and

WHEREAS, the Port of Seattle Commission is the legally constituted governing body of
the Port of Seattle; and

WHEREAS, the commission now wishes to revise, update, and reorganize its bylaws to
reflect its current policies and practices;

NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of Seattle that
the current Port of Seattle Commission Bylaws, last amended on August 15, 2017, be replaced
in their entirety by the text attached as Exhibit A.

ADOPTED by the Port Commission of the Port of Seattle at a duly noticed public meeting
thereof, heldthis   (4%     day  of  0Ccevnex”                                  and
,  2017,        duly
authenticated in open session by the signatures of the commissioners voting in favor thereof
and the seal of the commission.
C ND
=CT    TOL ALEED

“Hone                                             re           2K som CREIGHTON

COURTNEY GREGOIRE

FRED FELLEMAN
___

STEPHANIE BOWMAN


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     39                                   EXHIBIT A to Resolution 3742
40
41                                PORT of SEATTLE COMMISSION BYLAWS
42                                   As adopted December 19, 2017
43
44   Article | —- Object
45
46    1.  The Port of Seattle was chartered by the voters of King County as a port district by special
47       election on September 5, 1911, as a special-purpose municipal corporation of the State of
48       Washington. The Port of Seattle Commission is vested with all port powers described by
49       law and governs the Port of Seattle in accordance with state law to fulfill the port's
50       purposes and objectives.
51
52       These bylaws constitute the rules governing the transaction of business by the duly elected
53        Port of Seattle Commission. Commissioners shall faithfully, ethically, and transparently
54       perform all duties of office and shall abide by the principle that public service is a public
55       trust. It is the goal of these bylaws to outline the transaction of business in a way that
56       appropriately safeguards the rights of the majority, minority, and individual within the body
57       politic of the Port of Seattle Commission.
58
59       Commissioners shall serve the public and the mission of the Port of Seattle as a public
60       agency to create quality jobs throughout the diverse communities of King County by
61        advancing trade and commerce, promoting industrial growth, and stimulating economic
62       development. Commissioners shall advance the port's commitment to create economic
63       opportunity  for  all,  responsibly  steward  the  environment,  partner with  surrounding
64       communities, promote social responsibility, act transparently, and remain accountable.
65
66
67    Article Il - Commissioners
68
69    1.  Membership. The members of the Port of Seattle Commission shall be those commissioners
70       duly elected pursuant to the laws of the State of Washington. Election and terms of port
71        commissioners shall be pursuant to applicable law. As elected officials, each commissioner
72       shall exercise the responsibilities of office and be accountable to the general public, the
73       citizens of King County, and one another.
74
75       Collegiality. The commission exercises port powers and governs the Port of Seattle only
76       when a quorum of its membership is assembled in a properly noticed public meeting and
77       action is taken by the required vote. It is the right of the individual or the minority of
78       commissioners to dissent from the will of the majority, just as it is the right of the majority
79       to  act  by whatever vote  is  needed  for  passage  of a  question.  Commissioners  are
80       independently elected and have the right to voice personal opinions on matters under
81        consideration or that are pending final action by the commission. Commissioners have the
82       right to express opinions that differ from the decision of the majority of the commission,
83       provided that each commissioner transparently distinguishes his or her individual opinion
84       from the collective decisions of the commission as a body.


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        85    3.  Oath  of  office.  Pursuant  to  the  requirements  of RCW  29A.60.280,  newly  elected
86       commissioners shall take the oath of office required by law during the time period defined
87        by  law.  The  oath  shall  be  administered  by  a  notary  public  holding the  position  of
88       commission clerk. Another person qualified to administer oaths may administer the oath of
89        office to newly elected commissioners when compliance with the legally required time
90       period necessitates it. In addition to taking the oath of office required by statute, newly
91        elected commissioners may take their oaths of office in a public ceremony. Provided such
92       commissioners have already taken the oath in the manner required by applicable law, any
93        person may administer the oath during such a ceremony.
94
95    4.  Transparency  pledge.  Annually,  prior  to  the  first  public  meeting  of the  year,  each
96       commissioner shall execute the following transparency pledge:
97
98           As a duly elected Port of Seattle commissioner, | am responsible for ensuring that the
99           Port of Seattle, a public agency of the state of Washington, conducts its business in
100           the open in compliance with the state’s Open Public Meetings Act, Chapter 42.30
101            RCW. In fulfillment of my duties to the commission as a body, and in recognition of my
102           responsibilities as an elected official serving the citizens of King County, | give my
103            personal commitment to fostering and maintaining a culture of accountability and
104           transparency within the commission, among Port of Seattle employees, and between
105            the Port of Seattle and the citizens of King County. Therefore, | affirm my commitment
106           to openly governing the Port of Seattle pursuant to the Open Public Meetings Act and
107            the state’s Public Records Act (Chapter 42.56 RCW). As a commissioner, | will support
108           and  advance  policies  and  practices  that  increase  the  Port's  openness  and
109           accountability and expand citizen access to the port’s decision-making consistent with
110           the intent of the Open Public Meetings Act. Signed this      day of              for
,        ,
111            the term of January 1 through December 31,       . Commissioner
112
113    5.  Ethical behavior, conflict of interest, recusal procedure.
114
115        (a) Commissioners shall uphold the standard of conduct reflected in the Port of Seattle
116           Statement of Values and further described in the Port of Seattle Code of Ethics and
117           Workplace Conduct and the Port of Seattle Code of Ethics for Port Commissioners.
118           Commissioners shall avoid conflicts of interest and the appearance of conflicts of interest
119           when performing their duties as port commissioners. Procedures related to alleged
120           misconduct and potential conflicts of interest are described in the Port of Seattle Code
121            of  Ethics  for  Port  Commissioners,  implementation  of  which  is  ensured  by  the
122           commission’s officers and an independent Board of Ethics.
123
124       (b) If a potential or actual conflict of interest arises, commissioners shall resolve the conflict
125            pursuant to the requirements of the Code of Ethics for Port Commissioners, including
126           when necessary, recusing themselves from any consideration and voting upon the issue
127           that creates the conflict. When  recusing himself or herself,  a  commissioner shall
128            announce  the  conflict  of  interest  or  the  potential  conflict  of  interest  prior  to
129           deliberation  on  the  matter  subject  to  recusal.  Unless  a  recusing  commissioner's
130           presence during a  public meeting is required in order to preserve a quorum, the


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    131            commissioner shall leave the meeting room during consideration of business subject to
132           the conflict issue and may return upon its completion. Abstention from voting does not
133           presume recusal, and is described further in Article VI, Section 2.
134
135    6.  Vacancy in office.
136
137        (a) A vacancy in the office of port commissioner may occur as provided in Chapter 42.12
138           RCW or by the port commissioner’s nonattendance at meetings of the port commission
139           for a period of 60 days unless the commissioner is excused by the port commission. In
140           the event a vacancy in the office of port commissioner occurs, such vacancy shall be
141            filled in accordance with RCW 53.12.140 pursuant to Chapter 42.12 RCW and other
142           applicable law. The remaining commissioners shall fill the vacancy by appointment no
143           later than 90 days after the creation of the vacancy. If the vacancy is created due to a
144           commissioner resigning his  or  her  position,  the  commission  shall  appoint a new
145           commissioner within 90 days of the effective date of the commissioner’s resignation.
146
147        (b) Solicitation of applications. Within five business days after receiving notice of a vacancy or
148           the creation of a vacancy, the commission shall solicit applications to fill the vacancy by
149           issuing a press release and posting a request for applications on the Port of Seattle website.
150           Applications shall be solicited from citizens in King County interested in being considered
151            for the appointment. All applications for the appointment shall be submitted to the port
152           commission by the deadline noted in the commission’s request for applications.
153
154        (c) Review and selection of candidates. The commission shall review the applications and
155            shall obtain background investigations of the applicants. The commission may conduct
156           interviews in public of the most qualified candidates. The commission shall fill the
157            vacancy by selecting one candidate by majority vote of its membership in a public
158           meeting.
159
160        (d) Vacancy  in  office  of  three  or  more  commissioners.  When  a  majority  of  the
161            commissioner positions fixed by law are vacant, the provisions of RCW 42.12.070 and
162           applicable law shall govern the filling of the vacancies.
163
164        (e) Appointment until the next election. As provided in Chapter 29A.24 RCW, each person
165           appointed to serve in the office of commissioner shall serve until a qualified person is
166           elected at the next election at which a member of the governing body normally would
167           be elected. The person elected shall take office immediately and serve the remainder of
168           the unexpired term.
169
170       Outside  boards and  commissions.  Commissioners may serve  on  external  port-related
171        boards  and  commissions. No more than two  commissioners shall serve on the same
172        external board or commission at the same time in order to avoid creating a quorum of
173        commissioners at the meetings of such a  board or commission. The commission shall
174        consider the following factors when determining participation and length of service for
175        commissioners on external boards and commissions:
176


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       177        (a) The membership and office-holding requirements of the external boards in question;
178
179        (b) The interests of individual commissioners in serving on various external boards; and
180
181        (c) Whether the port commission is adequately represented on the external boards and
182           commissions needed to effectively advocate for the interests of the Port of Seattle.
183
184    8.  All commissioners shall serve  at  least one,  one-year term  on the commission’s audit
185        committee prior to the completion of their fourth year in office.
186
187        Oversight and  review of the executive  director.  As a  body, the commission  provides
188        oversight and review of the performance of the executive director in accordance with the
189        executive director's employment agreement.
190
191     10. Review of staff reporting to both the commission and the executive director (dual reports).
192        In addition to oversight of the executive director and direct reports of the office of the
193        commission, the commission as a body provides input to the executive director in executive
194       session regarding the performance of those employees who report directly to the executive
195        director. In particular, the commission as a body provides review of the general counsel and
196        public affairs senior director, who  report dually to the commission  and the executive
197        director.
198
199
200   Article Ill — Officers
201
202    1.  All officers shall serve at the pleasure of the Port of Seattle Commission and shall carry out
203       the responsibilities described in these bylaws. Commission officers may be censured or
204       removed from office at any public meeting of the port commission legally convened in
205       accordance  with  applicable  laws  and  these  bylaws.  The  Code  of  Ethics  for  Port
206       Commissioners shall identify the procedures for addressing complaints of misconduct,
207       abuse of authority, and neglect of the duties of office by officers. If a majority of the
208       commissioners determine that an officer should be censured or removed from office, this
209       decision shall require a vote of the majority of commissioners as prescribed by applicable
210       law and these bylaws.
211
212       Election. At the first meeting of each calendar year, the commission shall elect a vice
213       president and secretary. The vice president shall succeed to the office of president in the
214       following calendar year at the expiration of his or her term as vice president.
215
216       Term of office. An officer's term shall run from the date of election until the end of the
217       calendar year.
218
219       Commission officer vacancy.
220
221        (a) In the  event that a  commission  officer resigns or is removed  from the office  of
222          president, vice president, or secretary, a commissioner may be selected to serve out the


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    223           officer's uncompleted term and shall so serve until the end of the calendar year. When
224          such vacancies arise, they may be filled at any regular or special meeting of the
225           commission. During the temporary absence of any commission officer, the officer next
226          in line shall assume the duties of the absent officer in an acting capacity in the following
227           order of succession, provided that this order of succession does not apply to meetings
228           of committees composed of fewer than a quorum of the port commission:
229
230       (b) In the physical absence of the president, the vice president temporarily shall assume
231           the duties of the president.
232
233       (c) In the physical absence of the vice president, the secretary temporarily shall assume the
234          duties of the vice president.
235
236       (d) In the  physical  absence of both the  president and vice  president, the secretary
237           temporarily shall assume the dutiesof the president.
238
239       Duties of the president.
240
241        (a) Order and decorum. The president shall preside over all public meetings and executive
242           sessions of the Port of Seattle Commission and shall be responsible for maintaining
243           order and decorum in accordance with the provisions of these bylaws.
244
245       (b) Preliminary agenda. The president shall authorize the formation of the commission’s
246           preliminary public meeting agenda  and  shall propose the agenda for commission
247           approval on the day of the meeting in the appropriate order of business.
248
249       (c) Notice of meetings. The president shall authorize the issuance of such legal notices of
250          public meetings as may be required by law and these bylaws.
251
252       (d) Oversight of the office of the commission. In consultation with the commission, the
253           president shall provide oversight and review of the performance of the commission
254          chief of staff. The commission chief of staff shall be responsible for the organization and
255           management of the office of the commission. The commission chief of staff shall
256          consult with the commission regarding the performance evaluation, hiring, and firing of
257           staff of the office of the commission.
258
259       (e) Oversight of staff reporting to both the commission and the executive director (dual
260          reports). On behalf of the commission and in concert with the executive director, the
261           president shall provide oversight to the general counsel and public affairs director, who
262          report dually to the commission and the executive director. The president shall serve as
263           the commission’s primary point of contact to these positions.
264
265       (f)  Commission spokesperson. The president shall be the spokesperson for the commission
266          in expressing views held collectively by the Port of Seattle Commission that have been
267           established by action taken in public session or that are consistent with the policies,
268          statements, and actions of the port commission. The president may delegate this role


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      269           on a case-by-case basis. The president shall make reasonable efforts to consult with
270          another commissioner prior to making public statements on behalf of the commission.
271           When the president expresses his or her own individual opinions, he or she shall refrain
272          from using the title of commission president in such a context.
273
274       (8) Signature of instruments. On behalf of the commission, the president shall sign all
275           proclamations adopted in public session. The president shall execute all agreements
276          required in the normal course of fulfilling his or her duties. The president shall sign all
277           official correspondence and other instruments on behalf of the commission that are
278           consistent with the opinions or policy direction of the commission established by public
279           action.
280
281        (h) Other duties of the president. The president shall perform other duties incidental to the
282          office of the president, as established from time to time by the commission.
283
284       Duties of the vice president.
285
286       (a) Succession to president. The vice president shall succeed to the office of president at
287           the expiration of his or her term as vice president. If he or she is unable to fill the office
288           of president at that time, the commission shall elect another commissioner to serve as
289           president. The motion to elect a president under these circumstances may be offered at
290          any regular or special meeting.
291
292       (b) Audit committee chair. The vice president shall serve as chair of the commission's audit
293           committee. The audit committee participates directly in the oversight and review of the
294          performance of the internal audit director in accordance with policy directives related
295           to Port of Seattle salaries and benefits. In consultation with the audit committee, the
296          vice president shall contribute to the chief financial officer's performance review of the
297           internal audit director.
298
299       (c) Other duties of the vice president. The vice president shall perform other duties
300          incidental to the office of the vice president, as established from time to time by the
301           commission.
302
303       Duties of the secretary.
304
305       (a) The secretary shall oversee the proper recording of official actions of the Port of Seattle
306          Commission and shall oversee the distribution,  retention, and disposition of such
307           records as described in these bylaws. To carry out this responsibility, the secretary shall
308           coordinate with a commission clerk. The secretary shall present minutes for approval to
309          the commission and shall attest to the authenticity of approved minutes by signature.
310          When the secretary is physically absent, the presiding officer shall so attest.
311
312       (b) Other duties of the secretary. The secretary shall perform other duties incidental to the
313           office of the secretary, as established from time to time by the commission.
314


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    315    8.  Duties of the commission clerk.
316
317       (a) There shall be a staff position to perform the duties of a commission clerk. The
318           commission clerk shall be supervised by the commission chief of staff. The work of the
319           commission clerk shall support the secretary as the officer responsible for overseeing
320          the recording of actions of the Port of Seattle Commission.
321
322       (b) Legal notices. Subject to authorization of the president, as described in Section 5, the
323           commission clerk shall ensure the posting, distribution, retention, and disposition of
324          port commission public meeting notices as may be required by law and these bylaws.
325
326       (c) Minutes. The commission clerk shall ensure the recording, distribution, retention, and
327           disposition of records of the official actions of the Port of Seattle Commission in
328           accordance with applicable law and best practices.
329
330       (d) Catalogs and indices. The commission clerk shall ensure the collection and cataloguing
331            of  policy  directives  and  governance-related  resolutions  of  the  Port  of  Seattle
332          Commission. He or she shall coordinate with the office of the port's executive director
333           to ensure that policies and procedures promulgated by the executive leadership of the
334          port are regularly reviewed for conformity with such policy directives. The commission
335           clerk shall  maintain  such  indices of the  records of the  port commission  as  are
336           considered appropriate to accommodate the normal course of business. At a minimum,
337           the commission clerk shall maintain indices of actions of the port commission contained
338           in its minutes, and the subject matter of adopted resolutions, policy directives, and
339           other formal motions.
340
341        (e) Record holder. The commission clerk shall be the record holder and custodian of the
342          commission’s approved minutes, adopted resolutions, proclamations, formal motions,
343           policy directives, and Delegation of Responsibility and Authority to the Executive Director
344          (General Delegation of Authority). The commission clerk also shall be the record holder of
345           certificates of election of port commissioners, commission transparency pledges, lists of
346          commissioner  assignments  to  commission  committees  and  external  boards  and
347          commissions, and secondary copies of commissioner oaths of office, which shall be
348           recorded with the King County recorder’s office.
349
350       (f)  Port seal. The commission clerk shall be the custodian of the official Seal of the Port of
351           Seattle and shall affix its impression on official instruments whenever required.
352
353       (g) Administration of oaths. The commission clerk shall be the ordinary administrator of
354          the oath of office for newly elected port commissioners within the manner required
355          pursuant to RCW 29A.60.280, shall ensure the recording of such oaths with the King
356          County Recorder’s Office, and shall provide other notarial services as required in the
357          regular course of business. If the commission clerk is not available to administer the
358          oath of office during the time period required pursuant to RCW 29A.60.280 or other
359          law, another official authorized to administer oaths pursuant to Chapter 5.28 RCW may
360          administer the oath, a copy of which shall be provided to the commission clerk for


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       361           submission to the recorder’s office. The provisions of this section are intended to
362           ensure compliance with legal requirements and do not preclude additional public oath-
363           of-office ceremonies.
364
365       (h) Notice of adjournment. When circumstances prevent assembly of a quorum of port
366          commissioners at the scheduled place or time, the commission clerk shall call the
367           scheduled meeting to order exclusively for the purpose of adjourning to another time
368           or location and shall ensure the posting of a notice of adjournment as described
369           elsewhere in these bylaws.
370
371        (i)  Public comment. When the public is invited to comment pursuant to the provisions of
372          law or these bylaws, the commission clerk shall assemble a list of speakers.
373
374       (j)  Roll-call votes. When a vote by roll call is required pursuant to the rules of order, the
375           commission clerk shall call the roll, announce the result to the presiding officer, and
376           record the votes so cast. The presiding officer shall announce the decision of the
377           commission on any motion.
378
379       (k) Parliamentarian. When questions of order arise, the commission clerk may advise the
380          presiding officer at the officer's discretion based on the commission's rules of order and
381            established parliamentary authority.
382
383       (I)  Other duties of the clerk. The commission clerk shall perform other duties consistent
384          with the responsibilities of a municipal clerk as may be required from time to time.
385
386       (m) Delegation of duties. The duties of the commission clerk may be performed on a
387          temporary basis by a deputy commission clerk or suitable delegate, as circumstances
388           require.
389
390
391    Article IV — Meetings
392
393    1.  Public meetings.
394
395       (a) All meetings of a quorum of port commissioners shall be open to the public as required
396          by law and these bylaws; provided deliberations may be closed to the public pursuant
397          to the exemptions provided for explicitly in state law and in accordance with the
398           procedures required by statute and these bylaws.
399
400       (b) Record of proceedings. A record of all actions of the port commission taken during its
401           public meetings shall be kept by the commission clerk and shall be made available to
402          the public in the form of minutes approved by the port commission. When the
403          commission has approved the minutes of a meeting, the minutes so approved shall
404          represent the sole, final, and considered determination of the commission as to the
405          actions contained therein, superseding all statements made by commissioners at the


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    406          meeting. Unless prevented by extenuating circumstances, regular meetings shall, and
407          special meetings may, be recorded electronically.
408
409   2.  Quorum. A majority of the persons holding the office of port commissioner at any time
410      shall constitute a quorum of the port commission for the transaction of business. No
411       business of the port commission shall be transacted unless there are in office at least a
412      majority of the full number of commissioners fixed by law. No action defined by statute as
413      the transaction of the official business of a public agency shall occur in the absence of a
414      quorum.  In the absence  of a  quorum,  individual  commissioners may participate in
415       informational presentations. Such presentations are not deliberations of the Port of Seattle
416       Commission, and comments made by individual commissioners in the absence of a quorum
417       are advisory only and are not binding on the executive director or staff of the Port of
418       Seattle in the same manner as are actions or decisions of the port commission. In the event
419       a public meeting is interrupted by the loss of a quorum of commissioners, the presiding
420      officer shall announce that the commission meeting has been adjourned or recessed due to
021       the absence of a quorum before continuing with further informational presentations.
422
423       Absences.
424
425       (a) The failure of a port commissioner to attend port commission meetings for a period of 60
426          days, unless excused by the commission, shall constitute a vacancy in office as described
427          in RCW 53.12.140. If a port commissioner is absent from port commission meetings in
428          order to attend to other port business, such absences shall be deemed excused. Absences
429          shall be noted in the meeting minutes as either “excused” or “absent.”
430
431        (b) Remote participation. Commissioners shall attend public meetings of the Port of Seattle
432          Commission in person unless prevented from doing so by extenuating circumstances.
433          Commissioners who  are  unable to  attend  in  person  may participate  in  meeting
434          deliberations electronically or by telephone, provided the commissioner can interact in
435          the deliberations and can be heard by the other commissioners and others attending
436          the meeting. Commissioners participating in a meeting remotely shall be counted for
437          purposes of establishing a quorum and shall vote on all matters put for a decision
438          during the meeting.  Except in  cases of special  meetings called to deal with an
439          emergency involving injury or damage to persons or property or the likelihood of such
440          injury or damage as described in RCW 42.30.080, at least one commissioner shall be
441           physically present to preside over a public meeting when other commissioners are
442          participating electronically or by telephone.
443
444   4.  Regular meetings.
445
446       (a) Date, place, and time. Regular meetings of the Port of Seattle Commission shall be held
447          on the second and fourth Tuesdays of every month except December. In December,
448          regular meetings shall be held on the second and third Tuesdays. The meeting held on
449          the second Tuesday of the month shall be held at port headquarters at Pier 69, 2711
450          Alaskan Way, Seattle, Washington. When a regular meeting is held on the fourth
451           Tuesday of the month, it shall be held at the conference center at Seattle-Tacoma


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      452          International Airport, 17801 International Boulevard, Seattle, Washington. The meeting
453          held on the third Tuesday of December shall be held at the conference center at
454          Seattle-Tacoma  International  Airport,   17801  International  Boulevard,  Seattle,
455          Washington. Regular public meetings shall be convened at 12:00 noon. When an
456          executive session is to be held, the regular meeting may convene at 11:00 a.m. and
457          shall immediately recess to an executive session that shall be closed to the public, after
458          which the public session shall reconvene at 12:00 noon. When a regular meeting falls on
459          a holiday, such regular meeting shall be rescheduled as soon as possible thereafter.
460          Regular public meetings held pursuant to the schedule described in this section shall
461           not require additional publication of notice; however, notice similar to that provided for
462          special meetings may be provided for regular meetings.
463
464       (b) Cancellation. Regular or special meetings may be cancelled by authorization of the
465           president or by written request of a majority of the membership of the commission. Such
466          a request shall be provided to the president and the commission clerk at least 25 hours in
467          advance  of the  scheduled  convening time  of the  meeting to  be  cancelled.  The
468          commission clerk shall issue notice of such cancellations no later than 24 hours in
469          advance of the scheduled convening time pursuant to the same procedures required for
470          notice of special meetings. Meetings requiring cancellation less than 24 hours in advance
471           of the scheduled convening time due to extenuating circumstances shall be convened at
472          the scheduled time and immediately adjourned as otherwise provided for in this section.
473
474   5.  Order of business for regular meetings.
475
476       (a) The order of business for regular meetings shall be as follows, subject to the conditions
477          specified in this section:
478
479          Call to Order
480          Executive Session
481           Approval of the Agenda
482          Executive Director's Report
483          Public Comment
484          Unanimous Consent Calendar
485           Special Orders
486          Authorizations and Final Actions
487          Presentations, Reports, and Staff Briefings
4388              Questions on Referral to Committee
489          Adjournment
490
491       (b) Call to order. At the time specified by notice or these bylaws, the presiding officer shall
492          call the meeting to order, announce the date,  location, and convening time,  and
493          announce the presence of those commissioners constituting a quorum. When using the
494          regular order of business,  upon  establishing a quorum, the presiding officer shall
495          announce any absences and shall lead the commissioners and public assembled in
496          reciting the Pledge of Allegiance to the Flag before continuing with other public business.
497


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    498       (c) Executive session. An executive session closed to the public may be held as described
499           elsewhere in these bylaws for the purposes permitted by state law. When an executive
500           session is held prior to transacting public business pursuant to the procedures in these
501            bylaws, the commission shall reconvene in public session and may again recess into
502           executive session as provided for by law.
503
504       (d) Approval of the agenda. Following convening of the public session of a meeting using
505           the regular order of business, the presiding officer shall call for approval of the day's
506           agenda  by putting the question for the  revision  of the proposed agenda.  If any
507           commissioner objects to the day’s agenda, the commissioner shall offer an amendment
508           to add to, remove from, or reorder items on the preliminary agenda. If there are no
509           amendments offered for the day's agenda, the proposed agenda shall be deemed
510          approved without objection. Any commissioner present at the time of approval of the
511            agenda may remove an item from the consent calendar for separate consideration and
512           vote. Removal of an item from the consent calendar by a commissioner shall not
513           require a vote of the other commissioners attending the meeting unless the proposal is
514          to remove the item from the day’s agenda altogether. Any other amendments to the
515           agenda  shall  be  decided  in  the  order  moved  and  shall  require  a  second to  be
516           considered.  The  approved  agenda,  including  any  successful  amendments,  shall
517           constitute the specific order of the day.  Upon  approval of the agenda, proposed
518           motions requesting commission  approval or authorization on the agenda shall be
519           considered filed with the commission clerk, in the possession of the commission, and
520          shall not be withdrawn or amended except by a vote of a majority of the membership.
521            Further changes to the approved agenda may be made later in the meeting and shall
522           require a two-thirds vote for consideration. Final actions shall not be added to the
523           agendas of special meetings at the time of approval of the agenda.
524
525       (e) Executive  director's report. The  executive  director may make  a  brief report and
526           announcements to the commission on matters relevant to commission deliberations
527           prior to consideration of the orders of the day.
528
529       (f)  Public comment. The commission may accept public comment at a regular or special
530          meeting and shall accept public testimony during public hearings and at other times as
531            required  by  law.  Submission  of  written  comment  to  the  commission  shall  be
532          encouraged.
533
534       (8) Unanimous consent calendar.  Items on the consent calendar shall include routine
535           matters and actions considered by the president to have general consensus of all
536          commissioners, including approval of the minutes of prior meetings available for
537          commission approval. Resolutions may be included on the consent calendar for final
538           adoption if they are routine and considered by the president to have general consensus
539          of all commissioners, have already been introduced on a prior day, and do not require a
540          public hearing or amendment. Items on the consent calendar shall not be subject to
541           discussion or debate and shall be decided by a single vote. Any commissioner present at
542          the time of consideration of approval of the agenda may request removal of an item
543           from the unanimous consent calendar for separate consideration and vote. Items


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      544          removed from the consent calendar for separate consideration and vote shall become
545           special orders for the day and shall be taken up following those items previously
546          scheduled for consideration as special orders.
547
548       (h) Special orders. Special orders of business are items designated to be considered at a
549           particular time in the orders of the day. Special orders of business shall be listed on the
550          day’s agenda and may include presentations or recognitions of a ceremonial nature,
551           stakeholder engagement sessions, policy roundtables, public hearings, or any actions
552          the commission chooses to take up at a special time on its agenda.
553
554       (i)  Authorizations and final actions.  Requested authorizations and other final actions
555           requiring a decision by the commission shall be listed on the day’s agenda and shall be
556           considered in their regular order. Authorizations and final actions laid on the table may
557           be taken from the table by a vote of a majority of the membership during the same
558           session or shall become special orders of business at the next regular meeting of the
559           commission or at the meeting specified in the motion to lay on the table.
560
561        (j)  Presentations, reports, and staff briefings. Presentations not requiring immediate final
562          action  shall  be  considered  during the  order of presentations,  reports,  and  staff
563           briefings.  Final action  may be taken  on such  matters by a majority vote of the
564          membership only when all commissioners are present to participate or participating
565           remotely in the meeting.
566
567       (k) Questions  on   referral  to  committee.   Matters  referred  to  committees  for
568           recommendation  in  advance  of public  consideration  by the  commission  may  be
569           discharged from committee pursuant to the provisions of Article V.
570
571        (I)  Adjournment.  Provided  there  is  no  further  scheduled  business  to  transact,  the
572           commission shall adjourn without the need for a motion for adjournment.
573
574    6.  Special meetings.
575
576       (a) Any meeting held at a time or location other than as described for a regular meeting
571           pursuant  to  these  bylaws  constitutes  a  special  meeting  of the  Port  of Seattle
578           Commission. Special meetings may be called at any time by the president or a majority
579           of the membership of port commissioners, provided notice is issued by the commission
580          clerk in the manner prescribed by law not later than 24 hours in advance of the
581           convening time of a special meeting. The date, time, and location for convening such
582          meetings shall be described in the notice for the special meeting as required pursuant
583          to Chapter 42.30 RCW. The call for a special meeting shall include a description of the
584          business to be transacted during the special meeting and final action shall not be taken
585           on any other matter at such meeting. A special meeting may follow the order of
586          business prescribed for a regular meeting.
587
588       (b) Waiver of notice. Written notice issued at least 24 hours in advance of convening a
589          special meeting shall not be required when a special meeting is called to deal with an


Page 13 of 24

   590          emergency  involving  injury  or  damage  to  persons  or property as  described  in
591           RCW 42.30.080. The requirement to issue written notice at least 24 hours in advance of
592          convening a special meeting may be dispensed with in the case of any commissioner
593          who files with the commission clerk a written waiver of notice prior to the convening of
594          such meeting. Such written notice may also be dispensed with as to any commissioner
595          who is actually present at the time of convening the special meeting. The written waiver
596          of notice shall include the commissioner's signature or similar authentication and shall
597          state the date, time, location, and description of the business to be transacted at the
598          special meeting. The commission clerk shall provide forms for executing notice waivers.
599
600       (c) Notice waiver not submitted. Special meetings called with less than 24 hours’ written
601           notice shall comply with all requirements of law and these bylaws. Special meetings
602          called to deal with an emergency involving injury or damage to persons or property as
603          described in RCW 42.30.080 do not require 24 hours’ written notice. When any other
604          special meeting is called with less than 24 hours’ notice, written notice shall be posted
605          as  far  ahead  of convening  the  meeting  as  practicable.  In  such  a  case,  if any
606          commissioner has not filed a written waiver of notice as prescribed in this section, and
607          such commissioner is not present when the special meeting convenes, the special
608          meeting shall immediately adjourn to a time that is at least 24 hours after the actual
609          time of posting the written notice for the meeting. The procedures for adjourning a
610          special meeting are described further in Section 7 below.
611
612       (d) Special  meetings called  by a quorum  of commissioners. When a majority of the
613          membership of the commission calls a special meeting, the commissioners calling the
614          meeting shall notify the president and commission clerk in writing of their intention to
615          convene the special meeting. The written request shall indicate the place and time for
616          convening the special meeting and a description of the business to be transacted. This
617          information shall be included in the notice for the special meeting pursuant to the
618          notice requirements of law and these bylaws. Final action shall not be taken on any
619          other matter at such meeting. Such a written notification to call a special meeting by a
620          majority of the membership of the commission shall be delivered to the commission
621           clerk at least 25 hours prior to the convening time of such a special meeting. No special
622          meeting called pursuant to the procedures in these bylaws shall commence earlier than
623           24 hours after the time of posting of the required meeting notice.
624
625       (e) Special meetings; community engagement. At least twice every year, the commission
626          shall hold special meetings for the purpose of engaging the public in the consideration
627          of matters relevant to the work of the Port of Seattle. The meeting locations, times, and
628          agendas shall be appropriate to the intended  participants and shall comply with
629          applicable law and these bylaws.
630
631        Adjournment or continuation of a public meeting. Regular and special meetings may be
632       adjourned or continued pursuant to the notice requirements of Chapter 42.30 RCW. When
633       a meeting is so adjourned and provided members of the public are present at the time of
634       the adjournment or continuation, the  presiding officer or the commission clerk shall
635       announce the place and time to which the meeting is to be adjourned or continued. An


Page 14 of 24

      636       order of adjournment shall be posted on or near the door of the room where the meeting
637       was adjourned or continued immediately following the announcement of adjournment or
638       continuation. If no members of the public are present at the time the meeting is adjourned
639       or continued, the announcement may be dispensed with and a copy of the order shall be
640       posted as described here.
641
642       Executive sessions.
643
644       (a) Executive sessions shall be closed to the public pursuant to the limitations imposed by
645           state law, including but not limited to the Open Public Meetings Act, Chapter 42.30
646           RCW. No final actions shall be taken during an executive session. Executive sessions
647           may be held only during a regular or special meeting of the port commission and may
648           be held at any time following convening of the public meeting in accordance with the
649           procedures required by statute and described in these bylaws.
650
651        (b) Recording of executive sessions. Executive sessions shall be recorded electronically, and
652          the general counsel shall be the record holder of the original recordings. Executive
653           sessions held for the purpose of discussing evaluation  of qualifications for public
654          employment or review of the performance of a public employee as described in RCW
655           42.30.110(1)(g) shall  be  exempt from  the  recording requirements of this section.
656          Executive sessions held to discuss other matters authorized by RCW 42.30.110 may be
657           made exempt from recording by a motion decided in public session prior to convening
658          the executive session. The extent to which the executive session or parts thereof shall
659          be exempt from recording shall be stated in the motion to exempt from recording.
660          Outside counsel annually shall monitor the commission’s compliance with Chapter
661            42.30 RCW — the Open Public Meetings Act — and other laws by reviewing recordings of
662          commission executive sessions on a representative sampling basis.
663
664       (c) Recessing to executive session; public present. The following procedure shall apply
665           when an executive session is conducted prior to transacting the other business of a
666          regular or special meeting and when the public is present in the scheduled location of
667          the public meeting. A quorum of port commissioners shall assemble at the location of
668          the executive session. Once the required quorum is present and the published time for
669          convening the regular or special meeting has arrived, the presiding officer and the
670          commission clerk shall meet in the scheduled location of the public meeting and the
671           presiding  officer  shall  call  the  meeting  to  order.  If  the  required  quorum  of
672          commissioners is present at the location of the executive session but not immediately
673           present in the scheduled location of the public meeting, the presider shall announce
674          that such a quorum is present. The presiding officer shall announce the number of
675          topics to be discussed in executive session and identify them sufficiently to establish
676          their legal exemption from public deliberation. The announcement shall provide an
677           estimate of the time at which the public session will reconvene, and the public meeting
678          will then immediately stand in recess. The time announced for reconvening the special
679          or  regular  meeting  shall  not  be  earlier than  the  time  otherwise  published  for
680          commencement of the public session of such a regular or special meeting in accordance
681           with the notice requirements of Chapter 42.30 RCW.


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    682       (d) Recessing to executive session; public not present. The following procedure shall apply
683          when an executive session is conducted prior to transacting the other business of a
684          regular or special meeting and when the public is not present in the scheduled location
685           of the public meeting. A quorum of port commissioners shall assemble at the location
686          of the executive session. Once the required quorum is present and the published time
687           for convening the regular or special meeting has arrived, the commission clerk shall
688           notify the presiding officer that there are no members of the public assembled in the
689           scheduled  location  of the  public  meeting,  and  the announcement  procedures of
690          subsection (c) above may be dispensed with. Under these circumstances, a notice listing
691           the  matters to  be  discussed  in  executive  session  and  noting the  applicable  legal
692          exemptions from  public deliberation shall be posted on or near the door of the
693           scheduled location of the public meeting. This notice shall include the time previously
694          published for reconvening of the public session of the regular or special meeting as
695           required under Chapter 42.30 RCW.
696
697       (e) Extension of executive session. The following procedure shall apply when an executive
698           session is conducted prior to transacting other public business of a regular or special
699           meeting and the length of the executive session requires extension by more than five
700          minutes. The presiding officer shall return to the public meeting room and announce, or
701            may designate the commission  clerk to  announce, the extension  of the executive
702          session pursuant to the requirements of Chapter 42.30 RCW. The announcement of
703           extension shall include a revised time for reconvening the public session, and a quorum
704          of commissioners shall not reconvene the public session at a time earlier than so
705           announced. When an executive session is so extended, a revised notice listing the
706          updated time for reconvening the public session, the matters to be discussed in
707           executive session, and the applicable legal exemptions from public deliberation shall be
708           posted on or near the door of the scheduled location of the public meeting.
709
710
711    Article V — Committees
712
713    1.  The commission may at any time establish such standing or special committees as it deems
714       necessary for the transaction of business. Except as otherwise prescribed in these bylaws,
715       the composition and leadership of committees shall be determined by the president. To
716       ensure compliance with Chapter 42.30 RCW and other applicable law related to open public
717       meetings, committees shall include not more than two commissioners and the presence of
718       both commissioners shall be required to establish a quorum for the purpose of conducting
719       the committee’s business. Additional committee members may be appointed from among
720       port staff, public stakeholders, or subject matter experts, as appropriate to the scope of the
721        work of the particular committee. Non-commissioners on a committee shall not be counted
722       for purposes of establishing a quorum and shall not vote on any question put to the
723       committee.
724



Page 16 of 24

       725    2.  Charter required. Every committee of the port commission shall be established by adoption
726       of a charter that shall include the following information:
727
728       (a) The name of the committee;
729
730       (b) Whether meetings of the committee shall be open to the public;
731
732       (c) If applicable, a schedule of regular committee meetings;
733
734       (d) The scope of the committee’s work;
735
736       (e) The extent to which the committee is legally authorized to act on behalf of the
737           commission;
738
739       (f)  Whether  the  committee  is  authorized  to  hold  public  hearings  or  other  public
740          engagement activities;
741
742       (g) The duration of the committee’s work; and
743
744       (h) Specific outcomes or recommendations expected of the committee in the conduct of its
745           business.
746
747       Committee membership. As noted elsewhere in these bylaws, commissioners shall serve on
748       or chair standing of special committees of the port commission and on external boards and
749       commissions.  Committee  and  external  board  and  commission  assignments  shall  be
750       completed  by the  end of January each  year. When there  is  not  consensus among
751        commissioners, the president shall make the appointment. Assignments to committees of
752       the port commission and external boards and commissions may change during the year,
753       and the commission clerk shall maintain an updated list, noting the dates and the nature of
754       any revisions. Changes to such  assignments shall  be made only after consulting the
755       commissioners affected, and the president shall provide the commission clerk with written
756       notice of any changes.
757
758       Standing committees. The charter for a standing committee shall be adopted by resolution,
759       and such resolution shall add such committee to the list of standing committees included in
760       these bylaws. Standing committees shall conduct their business in meetings open to the
761        public with notice provided pursuant to Chapter 42.30 RCW and the notice requirements of
762       these bylaws. The standing committees of the Port of Seattle Commission are the following:
763
764       (a) Audit Committee
765
766       Special committees. Special committees are those committees established at any time by
767       the commission which have a limited purview and limited duration of existence. The
768       charter of a special committee shall be adopted by a formal written motion and shall
769       include the classes of information specified for inclusion in any committee charter as
770       described in these bylaws. A special committee legally empowered to act on behalf of the


Page 17 of 24

    771        commission, conduct hearings, or take testimony or public comment shall conduct its
772       business in meetings duly noticed and open to the public. Special committees need not
EE)       meet in public session when their membership is less than a quorum of commissioners and
774       they are not legally authorized to act on behalf of the commission as described above.
775
776       Referral to committee. Topics that involve establishment or revision of policy directives or
777       governance  structures shall  be  referred to  a  committee  of appropriate  purview for
778       recommendations on  action  by the commission.  Other matters may be  referred to
719       appropriate committees at the discretion of the commission by public action. If there is no
780       standing or special committee of appropriate purview constituted for the particular matter,
781        one shall be constituted by a charter adopted pursuant to the requirements of these
782       bylaws. Such committee referral shall be made by the president, or may be ordered by the
783       commission by public action. Notwithstanding the timeline set in the committee’s charter
784       for consideration and recommendation to the commission, the commission may, by a vote
785       of a majority of its membership, discharge a committee from further consideration of a
786       particular matter. The motion to so discharge shall refer the  matter to a  different
787       committee or place it on the agenda for commission consideration at an appropriate time.
788
789       Attendance at committees by additional commissioners. Because the presence of three or
790       more commissioners at any meeting results in the assembly of a quorum of the port
791        commission, commissioners shall refrain from attending committees to which they are not
792       assigned. When circumstances compel attendance of more than two commissioners at a
793       meeting of a standing or select committee, the additional commissioner(s) planning to
794       attend shall notify the commission clerk in writing of their intention to attend the meeting.
795       Notice to the commission clerk shall be provided at least 25 hours in advance of the time
796       set for convening the meeting. The commission clerk shall provide public notice of the
797       committee meeting where a quorum of commissioners will be present pursuant to the
798       requirements of law and these bylaws.
799
300       Record  of  committee  proceedings  and  recommendations.  Standing  and  special
801        committees shall keep records of actions taken and assigned during their deliberations
802       and of final recommendations made to the commission. These records shall be prepared
803       by the committee’s staff coordinator and shall be authenticated by the signature of the
804       committee chair. The commission clerk shall be the record holder for these records and
805       shall make them available for public review. Final recommendations of standing or special
806       committees shall be placed on the agenda of a commission public meeting as soon as
807       practicable and may be discussed by the commission in public session. Unless prevented
808       from doing so by extenuating circumstances, standing committees shall record their
809       deliberations electronically.
810
811
812    Article VI — Rules of Order
813
814    1.  Parliamentary authority. The rules contained in the current edition of Robert's Rules of
815       Order Newly Revised shall govern the commission in all cases to which they are applicable


Page 18 of 24

       816       and in which they are not inconsistent with these bylaws and any special rules of order the
817       commission may adopt.
818
819    2.  Voting.
820
821        (a) It shall be the responsibility of each commissioner to vote on all questions put for
822           action. Commissioners may abstain for any stated reason and shall recuse themselves
823           when appropriate to do so because of the potential of a conflict of interest or because
824          of an actual conflict of interest.  Commissioners shall announce their reasons for
825           abstaining or recusing themselves from consideration of a matter pursuant to the
826           requirements of these bylaws. Abstentions are neither “yeas” nor “nays” and shall not
827           be counted as part of the vote of the commission. Commissioners who abstain from the
828           consideration of a matter because of the potential of a conflict of interest or because of
829           an actual conflict of interest shall be subject to rules pertaining to recusal described in
830          Article Il, Section 5.
831
832       (b) Motion required. The commission shall transact its business only by motion made by
833           any commissioner, including the presiding officer, participating in a public meeting.
834           Motions shall be decided by the vote prescribed by law or these bylaws. The decision of
835           the commission shall be announced by the presiding officer. Only actions in the form of
836           a motion adopted by the required vote shall be binding on the executive director and
837           staff of the Port of Seattle as actions or decisions of the port commission.
838
839       (c) Motions to be seconded. Motions shall require a second to be considered, unless
840           exempt from the need for a second by the adopted parliamentary authority or the
841            provisions of these bylaws.
842
843       (d) Majority vote. In all cases where a majority vote is required for passage of any question,
844           it shall require an affirmative vote of a majority of the commission’s membership to
845           pass.
846
847       (e) Voting procedure. A vote by voice shall be sufficient for the passage of any matter,
848           provided any commissioner may call for a vote by roll call as described in Article lI,
849           Section 8. Votes shall be indicated by “yea” for approval or “nay” for objection.
850
851        (f)  Unanimous consent. The commission may act by unanimous consent it is the presiding
852          officer's opinion that there is general approval for it among commissioners. In such
853           cases  “yeas”  and  “nays”  need  not  be  called  for,  provided the  presider calls  for
854          objections and no objections are voiced. Actions taken by unanimous consent are
855           decisions of the commission. The outcome of an action taken by unanimous consent
856          shall be announced by the presider and shall be recorded in the minutes as taken
857           “without objection.” A single objection to action by unanimous consent shall put the
858           question to a voice vote, or, if requested by any commissioner, a roll-call vote.
859
860       Excusing absences. Those commissioners announced by the presider as excused shall be
861        deemed excused by unanimous consent of the commissioners present provided there is no


Page 19 of 24

    862       objection. Upon receipt of an objection to a commissioner’s status as excused or absent, the
863       presider may correct his or her previous announcement. If there is a further objection or if
864       there is any confusion as to the subject commissioner's status as excused or absent, the
865       presider shall put the question for approval to record the subject commissioner as excused.
866
867       Amendment of questions. Once a motion has been made or a requested action filed by
868       virtue of its inclusion on an approved agenda, it shall be modified only by amendment. Any
869       commissioner, including the presiding officer, may offer an amendment to a question that
870       is subject to amendment. Amendments other than simple amendments to procedural
871       motions shall be offered in writing and their content repeated by the presiding officer prior
872       to taking a vote on the amendment as a subsidiary question. Amendments filed in writing
873       with the commission clerk at least 24 hours prior to the convening of the public meeting
874       during which they are intended to be offered shall require a majority vote of the
875       membership for passage. Amendments offered less than 24 hours prior to the convening of
876       the public meeting during which they are intended to be offered shall require a vote of
877       two-thirds of the membership for passage. Amendments shall be subject to a vote for
878       adoption. An amendment may be adopted by unanimous consent pursuant to the voting
879       procedures of these bylaws provided the amendment is submitted in writing. Amendments
880       adopted by unanimous consent shall be recorded in the minutes as adopted “without
881        objection.” Amendments are subsidiary questions and shall be considered after acceptance
882       of a motion and second on the main question to which they are attached and shall be
883       decided before the vote on the main question.
884
885       Resolutions.
886
887       (a) The port commission shall take action by resolution for actions that are required by law
888          to be in resolution form; that repeal or amend actions previously taken by resolution;
889          that establish or revise policy directives or governance structures; or that are actions of
890          a legislative character, as defined by law and below.
891
892       (b) Form of resolutions. Resolutions shall be consecutively numbered and shall include the
893          following components:
894
895           (i)  A  title  representative  of the  resolution’s  intent  with  reference  to  all  prior
896              resolutions amended or repealed;
897          (i) A preamble of “whereas” clauses stating the rationale for the action to be taken;
898          (iii) A “resolved” clause organized into sections as needed and asserting the proposed
899              action; and
900          (iv) A section indicating the date of public adoption with places to affix signatures and
901              the impression of the port seal.
902
903          The commission clerk shall maintain a form for drafting of resolutions as approved for
904          use by legal counsel.
905
906       (c) Matters of a legislative character.  For the purposes of this section, “actions of a
907          legislative character” shall include interagency agreements requiring the corresponding


Page 20 of 24

       908           governmental entity to adopt the interagency agreement by ordinance or take similar
909          legislative action.
910
911        (d) A resolution shall be introduced and adopted by separate votes on the introduction of
912          the resolution and the adoption of the resolution. No resolution shall be adopted on the
913           same  day  upon  which  it  is  introduced,  except  by  unanimous  consent  of  all
914          commissioners as described in these bylaws. Once a motion for introduction of a
915           resolution has been made or a resolution has been filed by its inclusion on an approved
916          agenda, it shall be modified only by amendment. Commissioners may give their consent
917          to adopt a resolution on the same day it is introduced in person at the meeting during
918           which final passage of the resolution is sought or, in the case of commissioners absent
919          from such meeting, by advance written consent. Written consent for a vote on final
920          passage of a resolution at the same meeting as its first introduction shall include the
921           resolution number or series of numbers, a brief description of the resolution(s), the
922          date of the meeting for which such consent is given, and the name and signature or
923           similar authentication of the commissioner giving consent. Such written consent shall
924          be included in the record of the meeting for which the written consent concerning the
925           resolution(s) is granted.
926
927       (e) The commission clerk shall provide a form for the giving of consent to adoption of a
928           resolution on the same day it is introduced.
929
930       (f) The commission clerk shall maintain records of adopted resolutions as described in
931           these bylaws.
932
933       Written motions. Motions that are not procedural in nature shall be submitted in writing for
934       consideration by the commission. Written motions shall include action requests submitted in
935       a commission agenda memorandum and attached to an approved agenda; ceremonial
936       proclamations as described in Section 8 of this article; and amendments to main questions
937       documented on forms provided for that purpose. The commission clerk shall keep a record of
938       adopted formal motions of the Port of Seattle Commission, which shall be sequentially
939       numbered; shall include a brief title and text of the motion and may include a statement in
940       support of the motion; and shall be indexed and made available for public review.
941
942       Proclamations. The commission may from time to time take actions of a ceremonial nature
943       by proclamation. Adopted proclamations shall be signed by the commission president and
944       shall have the port seal affixed.
945
946       Limitation on debate. As a  board of less than twelve members, the  Port of Seattle
947       Commission may allow any commissioner to speak multiple times on any subject under
948       consideration.  Before  a  commissioner speaks  twice  on the  same subject, the  other
949       commissioners shall have an opportunity to speak on that subject in turn. A motion to limit
950       debate  may  be  made.  The  motion  shall  stipulate  the  amount  of time  to  which
951        commissioner comment will be limited and requires a two-thirds vote for passage.
952


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    953    9.  Order and decorum. The presiding officer shall be responsible for maintaining order and
954       decorum during public meetings. Commissioners shall address motions and procedural
955       inquiries to the presiding officer and may address staff and guest presenters directly during
956       consideration of a particular matter, provided they have been recognized by the presider.
957       All persons speaking during consideration of any matter, including commissioners, staff,
958       and  members  of the  public,  shall  limit  remarks  to  the  matter  at  hand,  avoiding
959       personalities, vulgarity, insults, inflammatory language, and other comments not germane
960       to the discussion of the matter at hand. During a public meeting or hearing, commissioners
961        shall refrain from engaging in dialog with speakers offering public comment, but may
962       request further information or consultation from the presiding officer or appropriate staff
963       representative on a topic raised during comment.
964
965    10. Rules governing public comment.
966
967       (a) Persons wishing to address the commission shall sign up to comment on lists provided
968           by the commission clerk and shall identify the specific agenda item or subject to be
969           addressed. Recorded comment and the identity of speakers shall be public records
970          subject to the disclosure requirements of Chapter 42.56 RCW. The names of speakers
971            shall be recorded in the minutesof the public meeting.
972
973       (b) The time allotted for public oral comment shall be limited to a total of 45 minutes,
974          unless extended at the commission’s discretion. The presiding officer may limit the time
975           allotted to each person, may limit the number of persons speaking on any topic, may
976          limit the time allotted to any topic, may limit oral comment to those with new
977           information to present, or may otherwise limit oral comment in the interest of order
978           and decorum, subject to the will of the commission.
979
980       (c) Testimony related to a public hearing shall be heard during the corresponding public
981            hearing, which shall be listed on the day's agenda. The commission may accept further
982          oral public comment at other times on the agenda as deemed appropriate by consent
983           of a majority of the membership.
984
985       (d) Persons providing oral public comment shall approach the podium or testimony table
986          when recognized by the presiding officer and shall use the microphones provided. Each
987           speaker shall repeat his or her name for the record, shall identify the agenda item or
988          subject to be addressed, and shall address remarks to the commission as a body.
989
990       (e) Disruptions of commission public meetings are prohibited. Disruptions include but are
991           not limited to the following:
992
993           (iy  Refusal of a speaker to comply with the allotted time set for the individual speaker's
994              public comment;
995          (ii)  Outbursts from members of the public who have not been recognized by the
996              presiding officer for public comment;
997          (iii)  Delaying the orderly conduct or progress of the public comment period, including
998              interfering with the testimony of others;


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       999         (iv)  Directing remarks to the audience;
1000          (v)  Holding or placing of a banner or sign in the commission meeting room in a way that
1001               endangers others or obstructs the free flow of persons attending the commission
1002              meeting;
1003          (vi)  Leaving the podium or testimony table to physically approach commissioners or
1004              staff during one’s  public  comment,  provided that speakers may offer written
1005               materials to the commission clerk for distribution before, during, or after their
1006              testimony to  commissioners  and  may  approach  the  commission  clerk to  ask
1007               questions or for direction;
1008         (vii)  Any  behavior that  disrupts,  disturbs,  or  otherwise  impedes  attendance  at  a
1009              commission public meeting.
1010
1011        (f)  If a meeting is interrupted by a disruption as described in these bylaws so as to render
1012          the orderly conduct of the meeting not feasible, the presiding officer, at the discretion
1013           of the commission, may recess the meeting or adjourn the meeting to another location
1014           pursuant to the provisions of Article IV, Section 7, of these bylaws and may order the
1015           meeting room cleared. If a meeting is adjourned due to a disruption, commissioners
1016           and staff shall leave the meeting room until the meeting is reconvened.
1017
1018    11. Questions for which objection requires offering of an amendment. As noted in these
1019       bylaws, the following are motions that are normally decided by unanimous consent and
1020       which require that objection be accompanied by the offering of an amendment to the main
1021        question:
1022
1023        (a) Approval of the agenda. The form for the question for approval of the agenda shall be
1024           put as a call for revisions to the preliminary agenda as proposed, followed by a brief
1025           pause. Objection shall take the form of an amendment to add to, remove from, or
1026           reorder items on the preliminary agenda.
1027
1028       (b) Excusing absences. The form for excusing absences shall be put as an announcement of
1029           those present, absent, and excused, followed by a brief pause. Objection shall take the
1030          form of an amendment to the presiding officer's announcement. If a vote is taken on
1031           whether to record a commissioner as either excused or absent, the question shall be
1032           put as a request to show the commissioner “excused.”
1033
1034       (c) Approval of the minutes. Minutes typically shall be included on the unanimous consent
1035           calendar. When removed from the consent calendar for separate consideration, the
1036           question  shall  be  on  approval  of  the  minutes  as  proposed  and  circulated  to
1037           commissioners  in  advance.  Objection  shall  take  the  form  of the  offering  of  an
1038           amendment  to  correct  the  record  contained  in  the  minutes  as  proposed.  All
1039           commissioners present at the time of the vote to approve the  minutes and  any
1040           amendments  offered  to  the  proposed  minutes  shall  vote  on  the  question  put,
1041            regardless of their presence or absence from the meeting for which the subject minutes
1042           have been prepared.
1043


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   1044    12. Questions requiring unanimous consent of all commissioners. As noted elsewhere in these
1045        bylaws, the following motions require unanimous consent of the membership, whether
1046       present or absent, and an objection has the effect of defeating the question:
1047
1048        (a) Motion to allow adoption of a resolution on the same day it is introduced, as described
1049           in Article VI, Section 6.
1050
1051     13. The waiver of any rule contained in these bylaws shall require either an affirmative vote of
1052       two-thirds of those voting or the vote explicitly stipulated in these bylaws, whichever is
1053        more restrictive.
1054
1055
1056    Article Vil - Amendment of Bylaws
1057
1058    1.  Amendment by resolution. These bylaws may be amended by the commission at any
1059        regular or special meeting by resolution duly adopted.
1060
1061    2.  Publication. The commission clerk shall revise the bylaws to reflect amendments made
1062       from time to time, shall record a history of revisions to the bylaws, shall make the bylaws
1063        available for public review, and shall maintain an index to the content of the bylaws.
1064
1065    3.  At least once every three years, the commission shall refer the bylaws to an appropriate
1066       committee for review and recommendation as to any needed revisions.
















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