7a Redline
1 Redline showing the amendment proposed by Resolution No. 3754 2 3 PORT of SEATTLE COMMISSION BYLAWS 4 5 Article I Object 6 7 1. The Port of Seattle was chartered by the voters of King County as a port district by special 8 election on September 5, 1911, as a special-purpose municipal corporation of the State of 9 Washington. The Port of Seattle Commission is vested with all port powers described by 10 law and governs the Port of Seattle in accordance with state law to fulfill the port's 11 purposes and objectives. 12 13 2. These bylaws constitute the rules governing the transaction of business by the duly elected 14 Port of Seattle Commission. Commissioners shall faithfully, ethically, and transparently 15 perform all duties of office and shall abide by the principle that public service is a public 16 trust. It is the goal of these bylaws to outline the transaction of business in a way that 17 appropriately safeguards the rights of the majority, minority, and individual within the body 18 politic of the Port of Seattle Commission. 19 20 3. Commissioners shall serve the public and the mission of the Port of Seattle as a public 21 agency to create quality jobs throughout the diverse communities of King County by 22 advancing trade and commerce, promoting industrial growth, and stimulating economic 23 development. Commissioners shall advance the port's commitment to create economic 24 opportunity for all, responsibly steward the environment, partner with surrounding 25 communities, promote social responsibility, act transparently, and remain accountable. 26 27 28 Article II Commissioners 29 30 1. Membership. The members of the Port of Seattle Commission shall be those commissioners 31 duly elected pursuant to the laws of the State of Washington. Election and terms of port 32 commissioners shall be pursuant to applicable law. As elected officials, each commissioner 33 shall exercise the responsibilities of office and be accountable to the general public, the 34 citizens of King County, and one another. 35 36 2. Collegiality. The commission exercises port powers described by law and governs the Port 37 of Seattle only when a quorum of its membership is assembled in a properly noticed public 38 meeting and action is taken by the required vote. It is the right of the individual or the 39 minority of commissioners to dissent from the will of the majority, just as it is the right of 40 the majority to act by whatever vote is needed for passage of a question. Commissioners 41 are independently elected and have the right to voice personal opinions on matters under 42 consideration or that are pending final action by the commission. Commissioners have the 43 right to express opinions that differ from the decision of the majority of the commission, 44 provided that each commissioner transparently distinguishes his or her individual opinion 45 from the collective decisions of the commission as a body. Page 1 of 23 46 3. Oath of office. Pursuant to the requirements of RCW 29A.60.280, newly elected 47 commissioners shall take the oath of office required by law during the time period defined 48 by law. The oath shall be administered by a notary public holding the position of 49 commission clerk. Another person qualified to administer oaths may administer the oath of 50 office to newly elected commissioners when compliance with the legally required time 51 period necessitates it. In addition to taking the oath of office required by statute, newly 52 elected commissioners may take their oaths of office in a public ceremony. Provided such 53 commissioners have already taken the oath in the manner required by applicable law, any 54 person may administer the oath during such a ceremony. 55 56 4. Transparency pledge. Annually, prior to the first public meeting of the year, each 57 commissioner shall execute the following transparency pledge: 58 59 As a duly elected Port of Seattle commissioner, I am responsible for ensuring that the 60 Port of Seattle, a public agency of the state of Washington, conducts its business in 61 the open in compliance with the state's Open Public Meetings Act, Chapter 42.30 62 RCW. In fulfillment of my duties to the commission as a body, and in recognition of my 63 responsibilities as an elected official serving the citizens of King County, I give my 64 personal commitment to fostering and maintaining a culture of accountability and 65 transparency within the commission, among Port of Seattle employees, and between 66 the Port of Seattle and the citizens of King County. Therefore, I affirm my commitment 67 to openly governing the Port of Seattle pursuant to the Open Public Meetings Act and 68 the state's Public Records Act (Chapter 42.56 RCW). As a commissioner, I will support 69 and advance policies and practices that increase the Port's openness and 70 accountability and expand citizen access to the port's decision-making consistent with 71 the intent of the Open Public Meetings Act. Signed this ____ day of ____ , ____ , for 72 the term of January 1 through December 31, ____ . Commissioner ____ 73 74 5. Ethical behavior, conflict of interest, recusal procedure. 75 76 (a) Commissioners shall uphold the standard of conduct reflected in the Port of Seattle 77 Statement of Values and further described in the Port of Seattle Code of Ethics and 78 Workplace Conduct and the Port of Seattle Code of Ethics for Port Commissioners. 79 Commissioners shall avoid conflicts of interest and the appearance of conflicts of interest 80 when performing their duties as port commissioners. Procedures related to alleged 81 misconduct and potential conflicts of interest are described in the Port of Seattle Code 82 of Ethics for Port Commissioners, implementation of which is ensured by the 83 commission's officers and an independent Board of Ethics. 84 85 (b) If a potential or actual conflict of interest arises, commissioners shall resolve the conflict 86 pursuant to the requirements of the Code of Ethics for Port Commissioners, including 87 when necessary, recusing themselves from any consideration and voting upon the issue 88 that creates the conflict. When recusing himself or herself, a commissioner shall 89 announce the conflict of interest or the potential conflict of interest prior to 90 deliberation on the matter subject to recusal. Unless a recusing commissioner's 91 presence during a public meeting is required in order to preserve a quorum, the Page 2 of 23 92 commissioner shall leave the meeting room during consideration of business subject to 93 the conflict issue and may return upon its completion. Abstention from voting does not 94 presume recusal, and is described further in Article VI, Section 2. 95 96 6. Vacancy in office. 97 98 (a) A vacancy in the office of port commissioner may occur as provided in Chapter 42.12 99 RCW or by the port commissioner's nonattendance at meetings of the port commission 100 for a period of 60 days unless the commissioner is excused by the port commission. In 101 the event a vacancy in the office of port commissioner occurs, such vacancy shall be 102 filled in accordance with RCW 53.12.140 pursuant to Chapter 42.12 RCW and other 103 applicable law. The remaining commissioners shall fill the vacancy by appointment no 104 later than 90 days after the creation of the vacancy. If the vacancy is created due to a 105 commissioner resigning his or her position, the commission shall appoint a new 106 commissioner within 90 days of the effective date of the commissioner's resignation. 107 108 (b) Solicitation of applications. Within five business days after receiving notice of a vacancy or 109 the creation of a vacancy, the commission shall solicit applications to fill the vacancy by 110 issuing a press release and posting a request for applications on the Port of Seattle website. 111 Applications shall be solicited from citizens in King County interested in being considered 112 for the appointment. All applications for the appointment shall be submitted to the port 113 commission by the deadline noted in the commission's request for applications. 114 115 (c) Review and selection of candidates. The commission shall review the applications and 116 shall obtain background investigations of the applicants. The commission may conduct 117 interviews in public of the most qualified candidates. The commission shall fill the 118 vacancy by selecting one candidate by majority vote of its membership in a public 119 meeting. 120 121 (d) Vacancy in office of three or more commissioners. When a majority of the 122 commissioner positions fixed by law are vacant, the provisions of RCW 42.12.070 and 123 applicable law shall govern the filling of the vacancies. 124 125 (e) Appointment until the next election. As provided in Chapter 29A.24 RCW, each person 126 appointed to serve in the office of commissioner shall serve until a qualified person is 127 elected at the next election at which a member of the governing body normally would 128 be elected. The person elected shall take office immediately and serve the remainder of 129 the unexpired term. 130 131 7. Outside boards and commissions. Commissioners may serve on external port-related 132 boards and commissions. No more than two commissioners shall serve on the same 133 external board or commission at the same time in order to avoid creating a quorum of 134 commissioners at the meetings of such a board or commission. The commission shall 135 consider the following factors when determining participation and length of service for 136 commissioners on external boards and commissions: 137 Page 3 of 23 138 (a) The membership and office-holding requirements of the external boards in question; 139 140 (b) The interests of individual commissioners in serving on various external boards; and 141 142 (c) Whether the port commission is adequately represented on the external boards and 143 commissions needed to effectively advocate for the interests of the Port of Seattle. 144 145 8. All commissioners shall serve at least one, one-year term on the commission's audit 146 committee prior to the completion of their fourth year in office. The audit committee 147 participates directly in the oversight and review of the performance of the internal audit 148 director in accordance with policy directives related to Port of Seattle salaries and benefits. 149 In consultation with the audit committee, the audit committee chair shall contribute to the 150 executive director's performance review of the internal audit director. 151 152 9. Oversight and review of the executive director. As a body, the commission provides 153 oversight and review of the performance of the executive director in accordance with the 154 executive director's employment agreement. 155 156 10. Review of staff reporting to both the commission and the executive director (dual reports). 157 In addition to oversight of the executive director and direct reports of the office of the 158 commission, the commission as a body provides input to the executive director in executive 159 session regarding the performance of those employees who report directly to the executive 160 director. In particular, the commission as a body provides review of the general counsel and 161 external relations senior director, who report dually to the commission and the executive 162 director. 163 164 165 Article III Officers 166 167 1. All officers shall serve at the pleasure of the Port of Seattle Commission and shall carry out 168 the responsibilities described in these bylaws. Commission officers may be censured or 169 removed from office at any public meeting of the port commission legally convened in 170 accordance with applicable laws and these bylaws. The Code of Ethics for Port 171 Commissioners shall identify the procedures for addressing complaints of misconduct, 172 abuse of authority, and neglect of the duties of office by officers. If a majority of the 173 commissioners determine that an officer should be censured or removed from office, this 174 decision shall require a vote of the majority of commissioners as prescribed by applicable 175 law and these bylaws. 176 177 2. Election. At the first meeting of each calendar year, the commission shall elect a president, 178 vice president, and secretary. The vice president shall succeed to the office of president in 179 the following calendar year at the expiration of his or her term as vice president. 180 181 3. Term of office. An officer's term shall run from the date of election until the end of the 182 calendar year. 183 Page 4 of 23 184 4. Commission officer vacancy. 185 186 (a) In the event that a commission officer resigns or is removed from the office of 187 president, vice president, or secretary, a commissioner may be selected to serve out the 188 officer's uncompleted term and shall so serve until the end of the calendar year. When 189 such vacancies arise, they may be filled at any regular or special meeting of the 190 commission. During the temporary absence of any commission officer, the officer next 191 in line shall assume all prescribed the duties of the absent officer in an acting capacity in 192 the following order of succession, provided that this order of succession does not apply 193 to meetings of committees composed of fewer than a quorum of the port commission: 194 195 (b) In the physical absence of the president, the vice president temporarily shall assume all 196 prescribed the duties of the president under Article III, Section 5. 197 198 (c) In the physical absence of the vice president, the secretary temporarily shall assume all 199 prescribed the duties of the vice president under Article III, Section 6. 200 201 (d) In the physical absence of both the president and vice president, the secretary 202 temporarily shall assume all prescribed the duties of the president under Article III, 203 Section 5. 204 205 5. Duties of the president. 206 207 (a) Order and decorum. The president shall preside over all public meetings and executive 208 sessions of the Port of Seattle Commission and shall be responsible for maintaining 209 order and decorum in accordance with the provisions of these bylaws. 210 211 (b) Preliminary agenda. The president shall authorize the formation of the commission's 212 preliminary public meeting agenda and shall propose the agenda for commission 213 approval on the day of the meeting in the appropriate order of business. 214 215 (c) Notice of meetings. The president shall authorize the issuance of such legal notices of 216 public meetings as may be required by law and these bylaws. 217 218 (d) Oversight of the office of the commission. In consultation with the commission, the 219 president shall provide oversight and review of the performance of the commission 220 chief of staff. The commission chief of staff shall be responsible for the organization and 221 management of the office of the commission. The commission chief of staff shall 222 consult with the commission regarding the performance evaluation, hiring, and firing of 223 staff of the office of the commission. 224 225 (e) Oversight of staff reporting to both the commission and the executive director (dual 226 reports). On behalf of the commission and in concert with the executive director, the 227 president shall provide oversight to the general counsel and external relations senior 228 director, who report dually to the commission and the executive director. The president 229 shall serve as the commission's primary point of contact to these positions. Page 5 of 23 230 231 (f) Commission spokesperson. The president shall be the spokesperson for the commission 232 in expressing views held collectively by the Port of Seattle Commission that have been 233 established by action taken in public session or that are consistent with the policies, 234 statements, and actions of the port commission. The presi dent may delegate this role 235 on a case-by-case basis. The president shall make reasonable efforts to consult with 236 another commissioner prior to making public statements on behalf of the commission. 237 When the president expresses his or her own individual opinions, he or she shall refrain 238 from using the title of commission president in such a context. 239 240 (g) Signature of instruments. On behalf of the commission, the president shall sign all 241 proclamations adopted in public session. The president shall execute all agreements 242 required in the normal course of fulfilling his or her duties. The president shall sign all 243 official correspondence and other instruments on behalf of the commission that are 244 consistent with the opinions or policy direction of the commission established by public 245 action. 246 247 (h) Other duties of the president. The president shall perform other duties incidental to the 248 office of the president, as established from time to time by the commission. 249 250 6. Duties of the vice president. 251 252 (a) Succession to president. The vice president shall succeed to the office of president at 253 the expiration of his or her term as vice president. If he or she is unable to fill the office 254 of president at that time, the commission shall elect another commissioner to serve as 255 president. The motion to elect a president under these circumstances may be offered at 256 any regular or special meeting. 257 258 (b) [Repealed by Resolution 3744, January 30, 2018] 259 260 (c) As described in Section 4 above, in the physical absence of the president, the vice 261 president temporarily shall assume all prescribed duties of the president under Article 262 III, Section 5. 263 264 (d) Other duties of the vice president. The vice president shall perform other duties 265 incidental to the office of the vice president, as established from time to time by the 266 commission. 267 268 7. Duties of the secretary. 269 270 (a) The secretary shall oversee the proper recording of official actions of the Port of Seattle 271 Commission and shall oversee the distribution, retention, and disposition of such 272 records as described in these bylaws. To carry out this responsibility, the secretary shall 273 coordinate with a commission clerk. The secretary shall present minutes for approval to 274 the commission and shall attest to the authenticity of approved minutes by signature. 275 When the secretary is physically absent, the presiding officer shall so attest. Page 6 of 23 276 277 (b) Other duties of the secretary. The secretary shall perform other duties incidental to the 278 office of the secretary, as established from time to time by the commission. 279 280 8. Duties of the commission clerk. 281 282 (a) There shall be a staff position to perform the duties of a commission clerk. The 283 commission clerk shall be supervised by the commission chief of staff. The work of the 284 commission clerk shall support the secretary as the officer responsible for overseeing 285 the recording of actions of the Port of Seattle Commission. 286 287 (b) Legal notices. Subject to authorization of the president, as described in Section 5, the 288 commission clerk shall ensure the posting, distribution, retention, and disposition of 289 port commission public meeting notices as may be required by law and these bylaws. 290 291 (c) Minutes. The commission clerk shall ensure the recording, distribution, retention, and 292 disposition of records of the official actions of the Port of Seattle Commission in 293 accordance with applicable law and best practices. 294 295 (d) Catalogs and indices. The commission clerk shall ensure the collection and cataloguing 296 of policy directives and governance-related resolutions of the Port of Seattle 297 Commission. He or she shall coordinate with the office of the port's executive director 298 to ensure that policies and procedures promulgated by the executive leadership of the 299 port are regularly reviewed for conformity with such policy directives. The commission 300 clerk shall maintain such indices of the records of the port commission as are 301 considered appropriate to accommodate the normal course of business. At a minimum, 302 the commission clerk shall maintain indices of actions of the port commission contained 303 in its minutes, and the subject matter of adopted resolutions, policy directives, and 304 other formal motions. 305 306 (e) Record holder. The commission clerk shall be the record holder and custodian of the 307 commission's approved minutes, adopted resolutions, proclamations, formal motions, 308 policy directives, and Delegation of Responsibility and Authority to the Executive Director 309 (General Delegation of Authority). The commission clerk also shall be the record holder of 310 certificates of election of port commissioners, commission transparency pledges, lists of 311 commissioner assignments to commission committees and external boards and 312 commissions, and secondary copies of commissioner oaths of office, which shall be 313 recorded with the King County recorder's office. 314 315 (f) Port seal. The commission clerk shall be the custodian of the official Seal of the Port of 316 Seattle and shall affix its impression on official instruments whenever required. 317 318 (g) Administration of oaths. The commission clerk shall be the ordinary administrator of 319 the oath of office for newly elected port commissioners within the manner required 320 pursuant to RCW 29A.60.280, shall ensure the recording of such oaths with the King 321 County Recorder's Office, and shall provide other notarial services as required in the Page 7 of 23 322 regular course of business. If the commission clerk is not available to administer the 323 oath of office during the time period required pursuant to RCW 29A.60.280 or other 324 law, another official authorized to administer oaths pursuant to Chapter 5.28 RCW may 325 administer the oath, a copy of which shall be provided to the commission clerk for 326 submission to the recorder's office. The provisions of this section are intendedto 327 ensure compliance with legal requirements and do not preclude additional public oath- 328 of-office ceremonies. 329 330 (h) Notice of adjournment. When circumstances prevent assembly of a quorum of port 331 commissioners at the scheduled place or time, the commission clerk shall call the 332 scheduled meeting to order exclusively for the purpose of adjourning to another time 333 or location and shall ensure the posting of a notice of adjournment as described 334 elsewhere in these bylaws. 335 336 (i) Public comment. When the public is invited to comment pursuant to the provisions of 337 law or these bylaws, the commission clerk shall assemble a list of speakers. 338 339 (j) Roll-call votes. When a vote by roll call is required pursuant to the rules of order, the 340 commission clerk shall call the roll, announce the result to the presiding officer, and 341 record the votes so cast. The presiding officer shall announce the decision of the 342 commission on any motion. 343 344 (k) Parliamentarian. When questions of order arise, the commission clerk may advise the 345 presiding officer at the officer's discretion based on the commission's rules of order and 346 established parliamentary authority. 347 348 (l) Other duties of the clerk. The commission clerk shall perform other duties consistent 349 with the responsibilities of a municipal clerk as may be required from time to time. 350 351 (m) Delegation of duties. The duties of the commission clerk may be performed on a 352 temporary basis by a deputy commission clerk or suitable delegate, as circumstances 353 require. 354 355 356 Article IV Meetings 357 358 1. Public meetings. 359 360 (a) All meetings of a quorum of port commissioners shall be open to the public as required 361 by law and these bylaws; provided deliberations may be closed to the public pursuant 362 to the exemptions provided for explicitly in state law and in accordance with the 363 procedures required by statute and these bylaws. 364 365 (b) Record of proceedings. A record of all actions of the port commission taken during its 366 public meetings shall be kept by the commission clerk and shall be made available to 367 the public in the form of minutes approved by the port commission. When the Page 8 of 23 368 commission has approved the minutes of a meeting, the minutes so approved shall 369 represent the sole, final, and considered determination of the commission as to the 370 actions contained therein, superseding all statements made by commissioners at the 371 meeting. Unless prevented by extenuating circumstances, regular meetings shall, and 372 special meetings may, be recorded electronically. 373 374 2. Quorum. A majority of the persons holding the office of port commissioner at any time 375 shall constitute a quorum of the port commission for the transaction of business. No 376 business of the port commission shall be transacted unless there are in office at least a 377 majority of the full number of commissioners fixed by law. No action defined by statute as 378 the transaction of the official business of a public agency shall occur in the absence of a 379 quorum. In the absence of a quorum, individual commissioners may participate in 380 informational presentations. Such presentations are not deliberations of the Port of Seattle 381 Commission, and comments made by individual commissioners in the absence of a quorum 382 are advisory only and are not binding on the executive director or staff of the Port of 383 Seattle in the same manner as are actions or decisions of the port commission. In the event 384 a public meeting is interrupted by the loss of a quorum of commissioners, the presiding 385 officer shall announce that the commission meeting has been adjourned or recessed due to 386 the absence of a quorum before continuing with further informational presentations. 387 388 3. Absences. 389 390 (a) The failure of a port commissioner to attend port commission meetings for a period of 60 391 days, unless excused by the commission, shall constitute a vacancy in office as described 392 in RCW 53.12.140. If a port commissioner is absent from port commission meetings in 393 order to attend to other port business, such absences shall be deemed excused. Absences 394 shall be noted in the meeting minutes as either "excused" or "absent." 395 396 (b) Remote participation. Commissioners shall attend public meetings of the Port of Seattle 397 Commission in person unless prevented from doing so by extenuating circumstances. 398 Commissioners who are unable to attend in person may participate in meeting 399 deliberations electronically or by telephone, provided the commissioner can interact in 400 the deliberations and can be heard by the other commissioners and others attending 401 the meeting. Commissioners participating in a meeting remotely shall be counted for 402 purposes of establishing a quorum and shall vote on all matters put for a decision 403 during the meeting. Except in cases of special meetings called to deal with an 404 emergency involving injury or damage to persons or property or the likelihood of such 405 injury or damage as described in RCW 42.30.080, at least one commissioner shall be 406 physically present to preside over a public meeting when other commissioners are 407 participating electronically or by telephone. 408 409 4. Regular meetings. 410 411 (a) Date, place, and time. Regular meetings of the Port of Seattle Commission shall be held 412 on the second and fourth Tuesdays of every month except December. In December, 413 regular meetings shall be held on the second and third Tuesdays. The meeting held on Page 9 of 23 414 the second Tuesday of the month shall be held at port headquarters at Pier 69, 2711 415 Alaskan Way, Seattle, Washington. When a regular meeting is held on the fourth 416 Tuesday of the month, it shall be held at the conference center at Seattle-Tacoma 417 International Airport, 17801 International Boulevard, Seattle, Washington. The meeting 418 held on the third Tuesday of December shall be held at the conference center at 419 Seattle-Tacoma International Airport, 17801 International Boulevard, Seattle, 420 Washington. Regular public meetings shall be convened at 12:00 noon. When an 421 executive session is to be held, the regular meeting may convene at 11:00 a.m. and 422 shall immediately recess to an executive session that shall be closed to the public, after 423 which the public session shall reconvene at 12:00 noon. When a regular meeting falls on 424 a holiday, such regular meeting shall be rescheduled as soon as possible thereafter. 425 Regular public meetings held pursuant to the schedule described in this section shall 426 not require additional publication of notice; however, notice similar to that provided for 427 special meetings may be provided for regular meetings. 428 429 (b) Cancellation. Regular or special meetings may be cancelled by authorization of the 430 president or by written request of a majority of the membership of the commission. Such 431 a request shall be provided to the president and the commission clerk at least 25 hours in 432 advance of the scheduled convening time of the meeting to be cancelled. The 433 commission clerk shall issue notice of such cancellations no later than 24 hours in 434 advance of the scheduled convening time pursuant to the same procedures required for 435 notice of special meetings. Meetings requiring cancellation less than 24 hours in advance 436 of the scheduled convening time due to extenuating circumstances shall be convened at 437 the scheduled time and immediately adjourned as otherwise provided for in this section. 438 439 5. Order of business for regular meetings. 440 441 (a) The order of business for regular meetings shall be as follows, subject to the conditions 442 specified in this section: 443 444 Call to Order 445 Executive Session 446 Approval of the Agenda 447 Executive Director's Report 448 Public Comment 449 Unanimous Consent Calendar 450 Special Orders 451 Authorizations and Final Actions 452 Presentations, Reports, and Staff Briefings 453 Questions on Referral to Committee 454 Adjournment 455 456 (b) Call to order. At the time specified by notice or these bylaws, the presiding officer shall 457 call the meeting to order, announce the date, location, and convening time, and 458 announce the presence of those commissioners constituting a quorum. When using the 459 regular order of business, upon establishing a quorum, the presiding officer shall Page 10 of 23 460 announce any absences and shall lead the commissioners and public assembled in 461 reciting the Pledge of Allegiance to the Flag before continuing with other public business. 462 463 (c) Executive session. An executive session closed to the public may be held as described 464 elsewhere in these bylaws for the purposes permitted by state law. When an executive 465 session is held prior to transacting public business pursuant to the procedures in these 466 bylaws, the commission shall reconvene in public session and may again recess into 467 executive session as provided for by law. 468 469 (d) Approval of the agenda. Following convening of the public session of a meeting using 470 the regular order of business, the presiding officer shall call for approval of the day's 471 agenda by putting the question for the revision of the proposed agenda. If any 472 commissioner objects to the day's agenda, the commissioner shall offer an amendment 473 to add to, remove from, or reorder items on the preliminary agenda. If there are no 474 amendments offered for the day's agenda, the proposed agenda shall be deemed 475 approved without objection. Any commissioner present at the time of approval of the 476 agenda may remove an item from the consent calendar for separate consideration and 477 vote. Removal of an item from the consent calendar by a commissioner shall not 478 require a vote of the other commissioners attending the meeting unless the proposal is 479 to remove the item from the day's agenda altogether. Any other amendments to the 480 agenda shall be decided in the order moved and shall require a second to be 481 considered. The approved agenda, including any successful amendments, shall 482 constitute the specific order of the day. Upon approval of the agenda, proposed 483 motions requesting commission approval or authorization on the agenda shall be 484 considered filed with the commission clerk, in the possession of the commission, and 485 shall not be withdrawn or amended except by a vote of a majority of the membership. 486 Further changes to the approved agenda may be made later in the meeting and shall 487 require a two-thirds vote for consideration. Final actions shall not be added to the 488 agendas of special meetings at the time of approval of the agenda. 489 490 (e) Executive director's report. The executive director may make a brief report and 491 announcements to the commission on matters relevant to commission deliberations 492 prior to consideration of the orders of the day. 493 494 (f) Public comment. The commission may accept public comment at a regular or special 495 meeting and shall accept public testimony during public hearings and at other times as 496 required by law. Submission of written comment to the commission shall be 497 encouraged. 498 499 (g) Unanimous consent calendar. Items on the consent calendar shall include routine 500 matters and actions considered by the president to have general consensus of all 501 commissioners, including approval of the minutes of prior meetings available for 502 commission approval. Resolutions may be included on the consent calendar for final 503 adoption if they are routine and considered by the president to have general consensus 504 of all commissioners, have already been introduced on a prior day, and do not require a 505 public hearing or amendment. Items on the consent calendar shall not be subject to Page 11 of 23 506 discussion or debate and shall be decided by a single vote. Any commissioner present at 507 the time of consideration of approval of the agenda may request removal of an item 508 from the unanimous consent calendar for separate consideration and vote. Items 509 removed from the consent calendar for separate consideration and vote shall become 510 special orders for the day and shall be taken up following those items previously 511 scheduled for consideration as special orders. 512 513 (h) Special orders. Special orders of business are items designated to be considered at a 514 particular time in the orders of the day. Special orders of business shall be listed on the 515 day's agenda and may include presentations or recognitions of a ceremonial nature, 516 stakeholder engagement sessions, policy roundtables, public hearings, or any actions 517 the commission chooses to take up at a special time on its agenda. 518 519 (i) Authorizations and final actions. Requested authorizations and other final actions 520 requiring a decision by the commission shall be listed on the day's agenda and shall be 521 considered in their regular order. Authorizations and final actions laid on the table may 522 be taken from the table by a vote of a majority of the membership during the same 523 session or shall become special orders of business at the next regular meeting of the 524 commission or at the meeting specified in the motion to lay on the table. 525 526 (j) Presentations, reports, and staff briefings. Presentations not requiring immediate final 527 action shall be considered during the order of presentations, reports, and staff 528 briefings. Final action may be taken on such matters by a majority vote of the 529 membership only when all commissioners are present to participate or participating 530 remotely in the meeting. 531 532 (k) Questions on referral to committee. Matters referred to committees for 533 recommendation in advance of public consideration by the commission may be 534 discharged from committee pursuant to the provisions of Article V. 535 536 (l) Adjournment. Provided there is no further scheduled business to transact, the 537 commission shall adjourn without the need for a motion for adjournment. 538 539 6. Special meetings. 540 541 (a) Any meeting held at a time or location other than as described for a regular meeting 542 pursuant to these bylaws constitutes a special meeting of the Port of Seattle 543 Commission. Special meetings may be called at any time by the president or a majority 544 of the membership of port commissioners, provided notice is issued by the commission 545 clerk in the manner prescribed by law not later than 24 hours in advance of the 546 convening time of a special meeting. The date, time, and location for convening such 547 meetings shall be described in the notice for the special meeting as required pursuant 548 to Chapter 42.30 RCW. The call for a special meeting shall include a description of the 549 business to be transacted during the special meeting and final action shall not be taken 550 on any other matter at such meeting. A special meeting may follow the order of 551 business prescribed for a regular meeting. Page 12 of 23 552 (b) Waiver of notice. Written notice issued at least 24 hours in advance of convening a 553 special meeting shall not be required when a special meeting is called to deal with an 554 emergency involving injury or damage to persons or property as described in 555 RCW 42.30.080. The requirement to issue written notice at least 24 hours in advance of 556 convening a special meeting may be dispensed with in the case of any commissioner 557 who files with the commission clerk a written waiver of notice prior to the convening of 558 such meeting. Such written notice may also be dispensed with as to any commissioner 559 who is actually present at the time of convening the special meeting. The written waiver 560 of notice shall include the commissioner's signature or similar authentication and shall 561 state the date, time, location, and description of the business to be transacted at the 562 special meeting. The commission clerk shall provide forms for executing notice waivers. 563 564 (c) Notice waiver not submitted. Special meetings called with less than 24 hours' written 565 notice shall comply with all requirements of law and these bylaws. Special meetings 566 called to deal with an emergency involving injury or damage to persons or property as 567 described in RCW 42.30.080 do not require 24 hours' written notice. When any other 568 special meeting is called with less than 24 hours' notice, written notice shall be posted 569 as far ahead of convening the meeting as practicable. In such a case, if any 570 commissioner has not filed a written waiver of notice as prescribed in this section, and 571 such commissioner is not present when the special meeting convenes, the special 572 meeting shall immediately adjourn to a time that is at least 24 hours after the actual 573 time of posting the written notice for the meeting. The procedures for adjourning a 574 special meeting are described further in Section 7 below. 575 576 (d) Special meetings called by a quorum of commissioners. When a majority of the 577 membership of the commission calls a special meeting, the commissioners calling the 578 meeting shall notify the president and commission clerk in writing of their intention to 579 convene the special meeting. The written request shall indicate the place and time for 580 convening the special meeting and a description of the business to be transacted. This 581 information shall be included in the notice for the special meeting pursuant to the 582 notice requirements of law and these bylaws. Final action shall not be taken on any 583 other matter at such meeting. Such a written notification to call a special meeting by a 584 majority of the membership of the commission shall be delivered to the commission 585 clerk at least 25 hours prior to the convening time of such a special meeting. No special 586 meeting called pursuant to the procedures in these bylaws shall commence earlier than 587 24 hours after the time of posting of the required meeting notice. 588 589 (e) Special meetings; community engagement. At least twice every year, the commission 590 shall hold special meetings for the purpose of engaging the public in the consideration 591 of matters relevant to the work of the Port of Seattle. The meeting locations, times, and 592 agendas shall be appropriate to the intended participants and shall comply with 593 applicable law and these bylaws. 594 595 7. Adjournment or continuation of a public meeting. Regular and special meetings may be 596 adjourned or continued pursuant to the notice requirements of Chapter 42.30 RCW. When 597 a meeting is so adjourned and provided members of the public are present at the time of Page 13 of 23 598 the adjournment or continuation, the presiding officer or the commission clerk shall 599 announce the place and time to which the meeting is to be adjourned or continued. An 600 order of adjournment shall be posted on or near the door of the room where the meeting 601 was adjourned or continued immediately following the announcement of adjournment or 602 continuation. If no members of the public are present at the time the meeting is adjourned 603 or continued, the announcement may be dispensed with and a copy of the order shall be 604 posted as described here. 605 606 8. Executive sessions. 607 608 (a) Executive sessions shall be closed to the public pursuant to the limitations imposed by 609 state law, including but not limited to the Open Public Meetings Act, Chapter 42.30 610 RCW. No final actions shall be taken during an executive session. Executive sessions 611 may be held only during a regular or special meeting of the port commission and may 612 be held at any time following convening of the public meeting in accordance with the 613 procedures required by statute and described in these bylaws. 614 615 (b) Recording of executive sessions. Executive sessions shall be recorded electronically, and 616 the general counsel shall be the record holder of the original recordings. Executive 617 sessions held for the purpose of discussing evaluation of qualifications for public 618 employment or review of the performance of a public employee as described in RCW 619 42.30.110(1)(g) shall be exempt from the recording requirements of this section. 620 Executive sessions held to discuss other matters authorized by RCW 42.30.110 may be 621 made exempt from recording by a motion decided in public session prior to convening 622 the executive session. The extent to which the executive session or parts thereof shall 623 be exempt from recording shall be stated in the motion to exempt from recording. 624 Outside counsel annually shall monitor the commission's compliance with Chapter 625 42.30 RCW the Open Public Meetings Act and other laws by reviewing recordings of 626 commission executive sessions on a representative sampling basis. 627 628 (c) Recessing to executive session; public present. The following procedure shall apply 629 when an executive session is conducted prior to transacting the other business of a 630 regular or special meeting and when the public is present in the scheduled location of 631 the public meeting. A quorum of port commissioners shall assemble at the location of 632 the executive session. Once the required quorum is present and the published time for 633 convening the regular or special meeting has arrived, the presiding officer and the 634 commission clerk shall meet in the scheduled location of the public meeting and the 635 presiding officer shall call the meeting to order. If the required quorum of 636 commissioners is present at the location of the executive session but not immediately 637 present in the scheduled location of the public meeting, the presider shall announce 638 that such a quorum is present. The presiding officer shall announce the number of 639 topics to be discussed in executive session and identify them sufficiently to establish 640 their legal exemption from public deliberation. The announcement shall provide an 641 estimate of the time at which the public session will reconvene, and the public meeting 642 will then immediately stand in recess. The time announced for reconvening the special 643 or regular meeting shall not be earlier than the time otherwise published for Page 14 of 23 644 commencement of the public session of such a regular or special meeting in accordance 645 with the notice requirements of Chapter 42.30 RCW. 646 647 (d) Recessing to executive session; public not present. The following procedure shall apply 648 when an executive session is conducted prior to transacting the other business of a 649 regular or special meeting and when the public is not present in the scheduled location 650 of the public meeting. A quorum of port commissioners shall assemble at the location 651 of the executive session. Once the required quorum is present and the published time 652 for convening the regular or special meeting has arrived, the commission clerk shall 653 notify the presiding officer that there are no members of the public assembled in the 654 scheduled location of the public meeting, and the announcement procedures of 655 subsection (c) above may be dispensed with. Under these circumstances, a notice listing 656 the matters to be discussed in executive session and noting the applicable legal 657 exemptions from public deliberation shall be posted on or near the door of the 658 scheduled location of the public meeting. This notice shall include the time previously 659 published for reconvening of the public session of the regular or special meeting as 660 required under Chapter 42.30 RCW. 661 662 (e) Extension of executive session. The following procedure shall apply when an executive 663 session is conducted prior to transacting other public business of a regular or special 664 meeting and the length of the executive session requires extension by more than five 665 minutes. The presiding officer shall return to the public meeting room and announce, or 666 may designate the commission clerk to announce, the extension of the executive 667 session pursuant to the requirements of Chapter 42.30 RCW. The announcement of 668 extension shall include a revised time for reconvening the public session, and a quorum 669 of commissioners shall not reconvene the public session at a time earlier than so 670 announced. When an executive session is so extended, a revised notice listing the 671 updated time for reconvening the public session, the matters to be discussed in 672 executive session, and the applicable legal exemptions from public deliberation shall be 673 posted on or near the door of the scheduled location of the public meeting. 674 675 676 Article V Committees 677 678 1. The commission may at any time establish such standing or special committees as it deems 679 necessary for the transaction of business. Except as otherwise prescribed in these bylaws, 680 the composition and leadership of committees shall be determined by the president. To 681 ensure compliance with Chapter 42.30 RCW and other applicable law related to open public 682 meetings, committees shall include not more than two commissioners and the presence of 683 both commissioners shall be required to establish a quorum for the purpose of conducting 684 the committee's business. Additional committee members may be appointed from among 685 port staff, public stakeholders, or subject matter experts, as appropriate to the scope of the 686 work of the particular committee. Non-commissioners on a committee shall not be counted 687 for purposes of establishing a quorum and shall not vote on any question put to the 688 committee. 689 Page 15 of 23 690 2. Charter required. Every committee of the port commission shall be established by adoption 691 of a charter that shall include the following information: 692 693 (a) The name of the committee; 694 695 (b) Whether meetings of the committee shall be open to the public; 696 697 (c) If applicable, a schedule of regular committee meetings; 698 699 (d) The scope of the committee's work; 700 701 (e) The extent to which the committee is legally authorized to act on behalf of the 702 commission; 703 704 (f) Whether the committee is authorized to hold public hearings or other public 705 engagement activities; 706 707 (g) The duration of the committee's work; and 708 709 (h) Specific outcomes or recommendations expected of the committee in the conduct of its 710 business. 711 712 3. Committee membership. As noted elsewhere in these bylaws, commissioners shall serve on 713 or chair standing of special committees of the port commission and on external boards and 714 commissions. Committee and external board and commission assignments shall be 715 completed by the end of January each year. When there is not consensus among 716 commissioners, the president shall make the appointment. Assignments to committees of 717 the port commission and external boards and commissions may change during the year, 718 and the commission clerk shall maintain an updated list, noting the dates and the nature of 719 any revisions. Changes to such assignments shall be made only after consulting the 720 commissioners affected, and the president shall provide the commission clerk with written 721 notice of any changes. 722 723 4. Standing committees. The charter for a standing committee shall be adopted by resolution, 724 and such resolution shall add such committee to the list of standing committees included in 725 these bylaws. Standing committees shall conduct their business in meetings open to the 726 public with notice provided pursuant to Chapter 42.30 RCW and the notice requirements of 727 these bylaws. The standing committees of the Port of Seattle Commission are the following: 728 729 (a) Audit Committee 730 731 5. Special committees. Special committees are those committees established at any time by 732 the commission which have a limited purview and limited duration of existence. The 733 charter of a special committee shall be adopted by a formal written motion and shall 734 include the classes of information specified for inclusion in any committee charter as 735 described in these bylaws. A special committee legally empowered to act on behalf of the Page 16 of 23 736 commission, conduct hearings, or take testimony or public comment shall conduct its 737 business in meetings duly noticed and open to the public. Special committees need not 738 meet in public session when their membership is less than a quorum of commissioners and 739 they are not legally authorized to act on behalf of the commission as described above. 740 741 6. Referral to committee. Topics that involve establishment or revision of policy directives or 742 governance structures shall be referred to a committee of appropriate purview for 743 recommendations on action by the commission. Other matters may be referred to 744 appropriate committees at the discretion of the commission by public action. If there is no 745 standing or special committee of appropriate purview constituted for the particular matter, 746 one shall be constituted by a charter adopted pursuant to the requirements of these 747 bylaws. Such committee referral shall be made by the president, or may be ordered by the 748 commission by public action. Notwithstanding the timeline set in the committee's charter 749 for consideration and recommendation to the commission, the commission may, by a vote 750 of a majority of its membership, discharge a committee from further consideration of a 751 particular matter. The motion to so discharge shall refer the matter to a different 752 committee or place it on the agenda for commission consideration at an appropriate time. 753 754 7. Attendance at committees by additional commissioners. Because the presence of three or 755 more commissioners at any meeting results in the assembly of a quorum of the port 756 commission, commissioners shall refrain from attending committees to which they are not 757 assigned. When circumstances compel attendance of more than two commissioners at a 758 meeting of a standing or select committee, the additional commissioner(s) planning to 759 attend shall notify the commission clerk in writing of their intention to attend the meeting. 760 Notice to the commission clerk shall be provided at least 25 hours in advance of the time 761 set for convening the meeting. The commission clerk shall provide public notice of the 762 committee meeting where a quorum of commissioners will be present pursuant to the 763 requirements of law and these bylaws. 764 765 8. Record of committee proceedings and recommendations. Standing and special 766 committees shall keep records of actions taken and assigned during their deliberations 767 and of final recommendations made to the commission. These records shall be prepared 768 by the committee's staff coordinator and shall be authenticated by the signature of the 769 committee chair. The commission clerk shall be the record holder for these records and 770 shall make them available for public review. Final recommendations of standing or special 771 committees shall be placed on the agenda of a commission public meeting as soon as 772 practicable and may be discussed by the commission in public session. Unless prevented 773 from doing so by extenuating circumstances, standing committees shall record their 774 deliberations electronically. 775 776 777 Article VI Rules of Order 778 779 1. Parliamentary authority. The rules contained in the current edition of Robert's Rules of 780 Order Newly Revised shall govern the commission in all cases to which they are applicable Page 17 of 23 781 and in which they are not inconsistent with these bylaws and any special rules of order the 782 commission may adopt. 783 784 2. Voting. 785 786 (a) It shall be the responsibility of each commissioner to vote on all questions put for 787 action. Commissioners may abstain for any stated reason and shall recuse themselves 788 when appropriate to do so because of the potential of a conflict of interest or because 789 of an actual conflict of interest. Commissioners shall announce their reasons for 790 abstaining or recusing themselves from consideration of a matter pursuant to the 791 requirements of these bylaws. Abstentions are neither "yeas" nor "nays" and shall not 792 be counted as part of the vote of the commission. Commissioners who abstain from the 793 consideration of a matter because of the potential of a conflict of interest or because of 794 an actual conflict of interest shall be subject to rules pertaining to recusal described in 795 Article II, Section 5. 796 797 (b) Motion required. The commission shall transact its business only by motion made by 798 any commissioner, including the presiding officer, participating in a public meeting. 799 Motions shall be decided by the vote prescribed by law or these bylaws. The decision of 800 the commission shall be announced by the presiding officer. Only actions in the form of 801 a motion adopted by the required vote shall be binding on the executive director and 802 staff of the Port of Seattle as actions or decisions of the port commission. 803 804 (c) Motions to be seconded. Motions shall require a second to be considered, unless 805 exempt from the need for a second by the adopted parliamentary authority or the 806 provisions of these bylaws. 807 808 (d) Majority vote. In all cases where a majority vote is required for passage of any question, 809 it shall require an affirmative vote of a majority of the commission's membership to 810 pass. 811 812 (e) Voting procedure. A vote by voice shall be sufficient for the passage of any matter, 813 provided any commissioner may call for a vote by roll call as described in Article III, 814 Section 8. Votes shall be indicated by "yea" for approval or "nay" for objection. 815 816 (f) Unanimous consent. The commission may act by unanimous consent it is the presiding 817 officer's opinion that there isgeneral approval for it among commissioners. In such 818 cases "yeas" and "nays" need not be called for, provided the presider calls for 819 objections and no objections are voiced. Actions taken by unanimous consent are 820 decisions of the commission. The outcome of an action taken by unanimous consent 821 shall be announced by the presider and shall be recorded in the minutes as taken 822 "without objection." A single objection to action by unanimous consent shall put the 823 question to a voice vote, or, if requested by any commissioner, a roll-call vote. 824 825 3. Excusing absences. Those commissioners announced by the presider as excused shall be 826 deemed excused by unanimous consent of the commissioners present provided there is no Page 18 of 23 827 objection. Upon receipt of an objection to a commissioner's status as excused or absent, the 828 presider may correct his or her previous announcement. If there is a further objection or if 829 there is any confusion as to the subject commissioner's status as excused or absent, the 830 presider shall put the question for approval to record the subject commissioner as excused. 831 832 4. Amendment of questions. Once a motion has been made or a requested action filed by 833 virtue of its inclusion on an approved agenda, it shall be modified only by amendment. Any 834 commissioner, including the presiding officer, may offer an amendment to a question that 835 is subject to amendment. Amendments other than simple amendments to procedural 836 motions shall be offered in writing and their content repeated by the presiding officer prior 837 to taking a vote on the amendment as a subsidiary question. Amendments filed in writing 838 with the commission clerk at least 24 hours prior to the convening of the public meeting 839 during which they are intended to be offered shall require a majority vote of the 840 membership for passage. Amendments offered less than 24 hours prior to the convening of 841 the public meeting during which they are intended to be offered shall require a vote of 842 two-thirds of the membership for passage. Amendments shall be subject to a vote for 843 adoption. An amendment may be adopted by unanimous consent pursuant to the voting 844 procedures of these bylaws provided the amendment is submitted in writing. Amendments 845 adopted by unanimous consent shall be recorded in the minutes as adopted "without 846 objection." Amendments are subsidiary questions and shall be considered after acceptance 847 of a motion and second on the main question to which they are attached and shall be 848 decided before the vote on the main question. 849 850 5. Resolutions. 851 852 (a) The port commission shall take action by resolution for actions that are required by law 853 to be in resolution form; that repeal or amend actions previously taken by resolution; 854 that establish or revise policy directives or governance structures; or that are actions of 855 a legislative character, as defined by law and below. 856 857 (b) Form of resolutions. Resolutions shall be consecutively numbered and shall include the 858 following components: 859 860 (i) A title representative of the resolution's intent with reference to all prior 861 resolutions amended or repealed; 862 (ii) A preamble of "whereas" clauses stating the rationale for the action to be taken; 863 (iii) A "resolved" clause organized into sections as needed and asserting the proposed 864 action; and 865 (iv) A section indicating the date of public adoption with places to affix signatures and 866 the impression of the port seal. 867 868 The commission clerk shall maintain a form for drafting of resolutions as approved for 869 use by legal counsel. 870 871 (c) Matters of a legislative character. For the purposes of this section, "actions of a 872 legislative character" shall include interagency agreements requiring the corresponding Page 19 of 23 873 governmental entity to adopt the interagency agreement by ordinance or take similar 874 legislative action. 875 876 (d) A resolution shall be introduced and adopted by separate votes on the introduction of 877 the resolution and the adoption of the resolution. No resolution shall be adopted on the 878 same day upon which it is introduced, except by unanimous consent of all 879 commissioners as described in these bylaws. Once a motion for introduction of a 880 resolution has been made or a resolution has been filed by its inclusion on an approved 881 agenda, it shall be modified only by amendment. Commissioners may give their consent 882 to adopt a resolution on the same day it is introduced in person at the meeting during 883 which final passage of the resolution is sought or, in the case of commissioners absent 884 from such meeting, by advance written consent. Written consent for a vote on final 885 passage of a resolution at the same meeting as its first introduction shall include the 886 resolution number or series of numbers, a brief description of the resolution(s), the 887 date of the meeting for which such consent is given, and the name and signature or 888 similar authentication of the commissioner giving consent. Such written consent shall 889 be included in the record of the meeting for which the written consent concerning the 890 resolution(s) is granted. 891 892 (e) The commission clerk shall provide a form for the giving of consent to adoption of a 893 resolution on the same day it is introduced. 894 895 (f) The commission clerk shall maintain records of adopted resolutions as described in 896 these bylaws. 897 898 6. Written motions. Motions that are not procedural in nature shall be submitted in writing for 899 consideration by the commission. Written motions shall include action requests submitted in 900 a commission agenda memorandum and attached to an approved agenda; ceremonial 901 proclamations as described in Section 8 of this article; and amendments to main questions 902 documented on forms provided for that purpose. The commission clerk shall keep a record of 903 adopted formal motions of the Port of Seattle Commission, which shall be sequentially 904 numbered; shall include a brief title and text of the motion and may include a statement in 905 support of the motion; and shall be indexed and made available for public review. 906 907 7. Proclamations. The commission may from time to time take actions of a ceremonial nature 908 by proclamation. Adopted proclamations shall be signed by the commission president and 909 shall have the port seal affixed. 910 911 8. Limitation on debate. As a board of less than twelve members, the Port of Seattle 912 Commission may allow any commissioner to speak multiple times on any subject under 913 consideration. Before a commissioner speaks twice on the same subject, the other 914 commissioners shall have an opportunity to speak on that subject in turn. A motion to limit 915 debate may be made. The motion shall stipulate the amount of time to which 916 commissioner comment will be limited and requires a two-thirds vote for passage. 917 Page 20 of 23 918 9. Order and decorum. The presiding officer shall be responsible for maintaining order and 919 decorum during public meetings. Commissioners shall address motions and procedural 920 inquiries to the presiding officer and may address staff and guest presenters directly during 921 consideration of a particular matter, provided they have been recognized by the presider. 922 All persons speaking during consideration of any matter, including commissioners, staff, 923 and members of the public, shall limit remarks to the matter at hand, avoiding 924 personalities, vulgarity, insults, inflammatory language, and other comments not germane 925 to the discussion of the matter at hand. During a public meeting or hearing, commissioners 926 shall refrain from engaging in dialog with speakers offering public comment, but may 927 request further information or consultation from the presiding officer or appropriate staff 928 representative on a topic raised during comment. 929 930 10. Rules governing public comment. 931 932 (a) Persons wishing to address the commission shall sign up to comment on lists provided 933 by the commission clerk and shall identify the specific agenda item or subject to be 934 addressed. Recorded comment and the identity of speakers shall be public records 935 subject to the disclosure requirements of Chapter 42.56 RCW. The names of speakers 936 shall be recorded in the minutes of the public meeting. 937 938 (b) The time allotted for public oral comment shall be limited to a total of 45 minutes, 939 unless extended at the commission's discretion. The presiding officer may limit the time 940 allotted to each person, may limit the number of persons speaking on any topic, may 941 limit the time allotted to any topic, may limit oral comment to those with new 942 information to present, or may otherwise limit oral comment in the interest of order 943 and decorum, subject to the will of the commission. 944 945 (c) Testimony related to a public hearing shall be heard during the corresponding public 946 hearing, which shall be listed on the day's agenda. The commission may accept further 947 oral public comment at other times on the agenda as deemed appropriate by consent 948 of a majority of the membership. 949 950 (d) Persons providing oral public comment shall approach the podium or testimony table 951 when recognized by the presiding officer and shall use the microphones provided. Each 952 speaker shall repeat his or her name for the record, shall identify the agenda item or 953 subject to be addressed, and shall address remarks to the commission as a body. 954 955 (e) Disruptions of commission public meetings are prohibited. Disruptions include but are 956 not limited to the following: 957 958 (i) Refusal of a speaker to comply with the allotted time set for the individual speaker's 959 public comment; 960 (ii) Outbursts from members of the public who have not been recognized by the 961 presiding officer for public comment; 962 (iii) Delaying the orderly conduct or progress of the public comment period, including 963 interfering with the testimony of others; Page 21 of 23 964 (iv) Directing remarks to the audience; 965 (v) Holding or placing of a banner or sign in the commission meeting room in a way that 966 endangers others or obstructs the free flow of persons attending the commission 967 meeting; 968 (vi) Leaving the podium or testimony table to physically approach commissioners or 969 staff during one's public comment, provided that speakers may offer written 970 materials to the commission clerk for distribution before, during, or after their 971 testimony to commissioners and may approach the commission clerk to ask 972 questions or for direction; 973 (vii) Any behavior that disrupts, disturbs, or otherwise impedes attendance at a 974 commission public meeting. 975 976 (f) If a meeting is interrupted by a disruption as described in these bylaws so as to render 977 the orderly conduct of the meeting not feasible, the presiding officer, at the discretion 978 of the commission, may recess the meeting or adjourn the meeting to another location 979 pursuant to the provisions of Article IV, Section 7, of these bylaws and may order the 980 meeting room cleared. If a meeting is adjourned due to a disruption, commissioners 981 and staff shall leave the meeting room until the meeting is reconvened. 982 983 11. Questions for which objection requires offering of an amendment. As noted in these 984 bylaws, the following are motions that are normally decided by unanimous consent and 985 which require that objection be accompanied by the offering of an amendment to the main 986 question: 987 988 (a) Approval of the agenda. The form for the question for approval of the agenda shall be 989 put as a call for revisions to the preliminary agenda as proposed, followed by a brief 990 pause. Objection shall take the form of an amendment to add to, remove from, or 991 reorder items on the preliminary agenda. 992 993 (b) Excusing absences. The form for excusing absences shall be put as an announcement of 994 those present, absent, and excused, followed by a brief pause. Objection shall take the 995 form of an amendment to the presiding officer's announcement.If a vote is taken on 996 whether to record a commissioner as either excused or absent, the question shall be 997 put as a request to show the commissioner "excused." 998 999 (c) Approval of the minutes. Minutes typically shall be included on the unanimous consent 1000 calendar. When removed from the consent calendar for separate consideration, the 1001 question shall be on approval of the minutes as proposed and circulated to 1002 commissioners in advance. Objection shall take the form of the offering of an 1003 amendment to correct the record contained in the minutes as proposed. All 1004 commissioners present at the time of the vote to approve the minutes and any 1005 amendments offered to the proposed minutes shall vote on the question put, 1006 regardless of their presence or absence from the meeting for which the subject minutes 1007 have been prepared. 1008 Page 22 of 23 1009 12. Questions requiring unanimous consent of all commissioners. As noted elsewhere in these 1010 bylaws, the following motions require unanimous consent of the membership, whether 1011 present or absent, and an objection has the effect of defeating the question: 1012 1013 (a) Motion to allow adoption of a resolution on the same day it is introduced, as described 1014 in Article VI, Section 6. 1015 1016 13. The waiver of any rule contained in these bylaws shall require either an affirmative vote of 1017 two-thirds of those voting or the vote explicitly stipulated in these bylaws, whichever is 1018 more restrictive. 1019 1020 1021 Article VII Amendment of Bylaws 1022 1023 1. Amendment by resolution. These bylaws may be amended by the commission at any 1024 regular or special meeting by resolution duly adopted. 1025 1026 2. Publication. The commission clerk shall revise the bylaws to reflect amendments made 1027 from time to time, shall record a history of revisions to the bylaws, shall make the bylaws 1028 available for public review, and shall maintain an index to the content of the bylaws. 1029 1030 3. At least once every three years, the commission shall refer the bylaws to an appropriate 1031 committee for review and recommendation as to any needed revisions. Page 23 of 23
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