7c Commission Bylaws Revision Draft Resolution 3772
Item Number: 7c_reso Meeting Date: March 10, 2020 1 RESOLUTION NO. 3772 2 3 A RESOLUTION of the Port of Seattle Commission amending Resolution Nos. 3761, 4 3742, 3744, and 3754, regarding bylaws governing the 5 organization and transaction of business of the Port of 6 Seattle Commission. 7 8 WHEREAS, the voters of King County authorized and approved the formation of a port 9 district co-extensive with King County to be known as the Port of Seattle in a special election on 10 September 5, 1911; and 11 12 WHEREAS, the Port of Seattle Commission is the legally constituted governing body of 13 the Port of Seattle; and 14 15 WHEREAS, Roberts Rules of Order, Newly Revised, continues to be the adopted 16 parliamentary authority of the Port of Seattle Commission; and 17 18 WHEREAS, the commission has decided to revise its bylaws to provide clarity, improve 19 transparency, and better align its special procedural rules with the goals and priorities of the 20 port commission; 21 22 NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of Seattle as 23 follows: 24 25 SECTION 1. 26 The following substantive amendments to the commission's bylaws are hereby adopted: 27 28 Article III, Section 5. Insert a new subsection (h) as follows and renumber the remaining 29 subsections: 30 Travel Coordination. For the purpose of port policies on reimbursement of acceptable 31 travel and business expenses, the president shall be responsible for administering all 32 domestic and international travel of port commissioners. Administrative approval shall 33 be in the form of a memorandum issued or revised in advance of the subject travel. It 34 shall list the number of commissioners traveling and the dates and destinations of travel. 35 The memorandum will apply to a range of dates and may be revised as necessary. An 36 appropriate port official may be delegated administrative approval tasks related to 37 travel reimbursement pursuant to the terms of the travel memorandum and port policy. 38 Commissioners shall submit information about planned domestic and international 39 travel to the president at least 14 days before the start of the trip. The president shall 40 coordinate commissioner travel to ensure that travel opportunities are equitable and 41 consistent with the interests of the Port of Seattle and individual commissioners. Resolution No. 3772 Amendment of Commission Bylaws Page 1 of 10 42 Article IV, Section 4(a). Amend the first, second, and fifth sentences to read as follows: 43 Regular meetings of the Port of Seattle Commission shall be held on the second and 44 fourth Tuesdays of every month except August and December. In August and December, 45 regular meetings shall be held on the second and third Tuesdays. The meeting held on 46 the third Tuesdays of August and December shall be held at the conference center at 47 Seattle-Tacoma International Airport, 17801 International Boulevard, Seattle, 48 Washington. 49 50 Article IV, Section 4(a). Amend the seventh sentence to read as follows: 51 When an executive session is to be held, the regular meeting may convene at 10:30 a.m. 52 11:00 a.m. and shall immediately recess to an executive session that shall be closed to 53 the public, after which the public session shall reconvene at 12:00 noon. 54 55 Article IV, Section 5(a). Delete "Executive Director's Report" and insert instead the following: 56 Reports of the Executive Director and Committees 57 58 Article IV, Section 5(d). From the fifth sentence, amend the section to read as follows: 59 Removal of an item from the consent calendar by a commissioner shall not require a vote 60 of the other commissioners attending the meeting unless the proposal is to remove the 61 item from the day's agendaaltogether. Any other amendments to the agenda shall be 62 decided in the order moved, and shall a require a second to be considered, and shall be 63 decided by a vote of a majority of the membership. The approved agenda, including any 64 successful amendments, shall constitute the specific order of the day. Upon approval of 65 the agenda, the proposed motions requesting commission approval or authorization on 66 it the agenda shall be considered filed with the commission clerk and, in the possession 67 of the commission, and these shall not be withdrawn or amended prior to adoption except 68 by the required a vote of a majority of the membership. Further changes to the approved 69 agenda may be made later in the meeting and shall require a two-thirds vote for 70 consideration. Final actions shall not be added to the agendas of special meetings at the 71 time of approval of the agenda. 72 73 Article IV, Section 5(e). Amend the subsection to read as follows: 74 Reports of the Executive director and committees 's report. The executive director may 75 make a brief report and announcements to the commission on matters relevant to 76 commission deliberations prior to consideration of the orders of the day. During the 77 same order of business, committee staff liaisons or their delegates may report on recent 78 committee activities. 79 80 Article IV. Insert the following new Section 9: 81 Study Sessions. Study sessions are special public meetings held for the purpose of close 82 consideration and informal discussion of any matter by commissioners. These meetings 83 are open to the public pursuant to law and these bylaws. Study sessions may be held 84 without electronic recording or invitation of public comment, as appropriate to the 85 subject matter. No final actions shall be taken at a meeting described as a study session Resolution No. 3772 Amendment of Commission Bylaws Page 2 of 10 86 in its published notice under Chapter 42.30 RCW. 87 88 Article IV. Insert the following new Section 10: 89 Public Hearings. 90 (a) Public hearings are defined by law and are characterized by an obligation to allow 91 the public to testify on matters that may be legislative or quasi-judicial in nature. 92 Public hearings shall be held when required by law and when required shall be 93 held as part of a regular or special public meeting and shall be included on the 94 meeting agenda. 95 (b) At the commission's discretion, special opportunities for public comment may be 96 provided, even when a public hearing is not legally required. Such engagement to 97 obtain public comment may be described on a meeting agenda as a "public 98 hearing." 99 (c) The order for conducting any public hearing on matters requiring final action shall 100 be as follows: 101 The matter to be considered shall be announced. 102 The presiding officer shall entertain a motion and second for 103 consideration of the matter. 104 Prior to taking a vote, the presiding officer shall declare the public hearing 105 open. 106 There may be a presentation on the matter and discussion by 107 commissioners. 108 The presiding officer shall call for public testimony. 109 Following public testimony, there may be further discussion by 110 commissioners. 111 The presiding officer shall declare the public hearing closed and proceed 112 to the vote on final action. 113 114 Article V, Section 2. After "adoption of a charter" insert the following: 115 informed by the commission's strategic priorities and workplans and 116 117 Article V, Section 3. Insert after the last sentence the following: 118 Commissioners shall not serve more than two consecutive years on the same standing or 119 special committee. 120 121 Article V, Section 4. Amend the section to read as follows: 122 Standing committees. The charter for a standing committee shall be adopted by 123 resolution, and adoption of such resolution shall add such the committee to the list of 124 standing committees included in these bylaws. Standing committees shall conduct their 125 business in meetings open to the public with notice provided pursuant to Chapter 42.30 126 RCW and the notice requirements of these bylaws. The standing committees of the Port 127 of Seattle Commission are the following: (a) Audit Committee 128 Resolution No. 3772 Amendment of Commission Bylaws Page 3 of 10 129 Article V, Section 5. Amend the section as follows: 130 Special committees. Special committees are those committees established at any time 131 by the commission which that have a limited purview and limited duration of existence. 132 The charter of a special committee shall be adopted by a commission order formal 133 written motion and shall include the classes of same kind of information specified for 134 inclusion in any prescribed for other committee charters as described in under these 135 bylaws. A special committee legally empowered to act on behalf of the commission, 136 conduct hearings, or take testimony or public comment shall conduct its business in 137 meetings duly noticed and open to the public. Special committees need not meet in 138 public session when their membership is less than a quorum of commissioners and they 139 are not legally authorized to act on behalf of the commission as described above. 140 141 Article V, Section 8. Amend the last sentence as follows: 142 The charter of a standing committee may require it to electronically record its 143 deliberations Unless prevented from doing so by extenuating circumstances, standing 144 committees shall record their deliberations electronically. 145 146 Article V. Insert the following new Section 9: 147 Workplans. 148 (a) Standing committees shall adopt annual workplans that list the activities or 149 specific, measurable tasks by which the committee will implement its charter. 150 Annual workplans shall be presented to the commission in public session prior to 151 their adoption by a standing committee. 152 (b) The work of special committees may be subject to workplans as described above 153 adopted by the port commission, as needed. Because special committees have 154 limited purview and duration, the scope defined in the committee's charter may 155 be deemed sufficient. 156 157 Article VI, Section 4. Amend the first five sentences as follows: 158 Amendment of questions. Once a motion has been made or a requested action filed by 159 virtue of its inclusion on an approved agenda, it shall be modified prior to adoption only 160 by amendment. Any commissioner, including the presiding officer, may offer an 161 amendment to a question that is subject to amendment. Amendments other than simple 162 amendments to procedural motions shall be offered in writing and their content 163 repeated by the presiding officer prior to taking a vote on the amendment as a subsidiary 164 question. Amendments filed in writing with the commission clerk at least 24 hours prior 165 to the convening of the public meeting during which they are intended to will be offered 166 shall require a majority vote of the membership for passage. Amendments offered less 167 than 24 hours prior to the convening of the public meeting during which they are 168 intended to will be offered shall require a vote of two-thirds of the membership for 169 passage. 170 171 Article VI, Section 5(d). From the third sentence, amend the section to read as follows: 172 Once a motion for introduction of a resolution has been made or a resolution has been Resolution No. 3772 Amendment of Commission Bylaws Page 4 of 10 173 filed by its inclusion on an approved agenda, it shall be modified prior to adoption only 174 by amendment. Commissioners may give their consent to adopt a resolution on the 175 same day it is introduced in person at the meeting during which final passage of the 176 resolution is sought or, in the case of commissioners absent from such meeting, by 177 advance written consent. Written consent for a vote on final passage adoption of a 178 resolution at the same meeting as its first introduction shall include the resolution 179 number or series of numbers, a brief description of the resolution(s), the date of the 180 meeting for which such consent is given, and the name and signature or similar 181 authentication of the commissioner giving consent. Such written consent shall be 182 included in the record of the meeting for which the written consent concerning the 183 resolution(s) is granted. 184 185 Article VI, Section 6. Amend the section to read as follows: 186 Written motions. Motions that are not procedural in nature shall be submitted in writing 187 for consideration by the commission. Written motions shall include action requests 188 submitted in a commission agenda memorandum and attached to an approved agenda; 189 ceremonial proclamations as described in Section 8 of this article; and amendments to 190 main questions documented on forms provided for that purpose. 191 Commission Orders. The commission may adopt formal, written motions known as 192 "commission orders." Commission orders may address subjects of limited applicability or 193 duration and shall not be used to adopt policy or governance direction of indefinite 194 duration. Commission orders shall be used to adopt special committee charters as 195 described in Article V. The commission clerk shall keep a record of adopted formal 196 motions commission orders of the Port of Seattle Commission, which shall be 197 sequentially numbered; shall include a brief title and text of the motion and order; may 198 include a statement in support of the motion order; and shall be indexed and made 199 available for public review. 200 201 Article VI, Section 2(b). Amend the subsection to read as follows: 202 Motion required. The commission shall transact its business only by motion made by any 203 commissioner during a public meeting, including the presiding officer, participating in a 204 public meeting. Motions shall be decided by the vote prescribed by law or these bylaws. 205 The decision of the commission shall be announced by the presiding officer. Only actions 206 in the form of a motion adopted by the required vote shall be binding on the executive 207 director and staff of the Port of Seattle as actions or decisions of the port commission. 208 Nonprocedural motions shall be submitted in writing for consideration by the commission. 209 Motions of this kind shall include action requests submitted in a commission agenda 210 memorandum and attached to an approved agenda; commission orders as described in 211 Section 6 of this article; ceremonial proclamations as described in Section 8 of this article; 212 and amendments to main questions documented on forms provided for that purpose. 213 214 Article III, Section 8(d). Amend the last sentence as follows: 215 At a minimum, the commission clerk shall maintain indices of actions of the port 216 commission contained in its minutes, and the subject matter of adopted resolutions, Resolution No. 3772 Amendment of Commission Bylaws Page 5 of 10 217 policy directives, and commission orders as described in Article VI, Section 6 other formal 218 motions. 219 220 Article III, Section 8(e). Amend the first sentence as follows: 221 The commission clerk shall be the record holder and custodian of the commission's 222 approved minutes, adopted resolutions, proclamations, commission orders formal 223 motions, policy directives, and Delegation of Responsibility and Authority to the 224 Executive Director (General Delegation of Authority). 225 226 Article VI, Section 9. Amend the section to read as follows: 227 Order and decorum. The presiding officer shall be responsible for maintaining order and 228 decorum during public meetings. Commissioners shall address motions and procedural 229 inquiries to the presiding officer and may address staff and guest presenters directly 230 during consideration of a particular any matter, provided they have been recognized by 231 the presider presiding officer. All persons speaking during consideration of any matter, 232 including commissioners, staff, and members of the public, shall limit remarks to the 233 matter at hand, avoiding personalities, vulgarity and shall refrain from reference to 234 personal traits, insults, inflammatory language, threats, abusive or harassing behavior 235 including but not limited to obscene language and gestures, and other nongermane 236 comments and actions not germane to the discussion of the matter at hand. During a 237 public meeting or hearing, commissioners shall refrain from engaging in dialog with 238 speakers offering public comment but may request further information or consultation 239 from the presiding officer or appropriate staff representative on a topic raised during 240 comment. 241 242 Article VI, Section 10(a). Insert the following after the first sentence: 243 Comments shall be limited to topics related to the conduct of port business. 244 245 Article VI, Section 10. Insert a new subsection (b) as follows and renumber the subsequent 246 subsections: 247 (b) Written materials related to public comment or submitted in lieu of public comment 248 by persons not present at the meeting may be attached to the meeting record at the 249 commission's discretion. 250 251 Article VI, Section 10(b) [to be renumbered 10(b)]. Amend the first sentence as follows: 252 The time allotted for public oral comment shall be limited to a total of 60 45 minutes, 253 unless extended at the commission's discretion. 254 255 Article VI, Section 10(e) [to be renumbered 10(f)]. Insert new paragraphs (i) and (ii) as follows 256 and renumber the subsequent paragraphs: 257 (i) Refusal of a speaker to limit remarks to topics related to the conduct of port business; 258 (ii) Threats and abusive or harassing behavior including but not limited to obscene 259 language and gestures; 260 Resolution No. 3772 Amendment of Commission Bylaws Page 6 of 10 261 Article VI, Section 10. After subsection (e) [to be renumbered (f)] insert a new subsection (g) as 262 follows and renumber the subsequent subsections: 263 (g) Warning and censure. If a meeting is interrupted by a disruption as provided in this 264 section, the presiding officer shall notify the speaker that the disruptive comments or 265 actions are out of order and that further disruption will result in censure. Censure is 266 applicable to the single meeting during which disruption occurs. Censure for a second 267 disruption will result in a loss of speaking privileges or expulsion from the meeting, 268 depending on the severity of the disruption. Censure for a third disruption will result in 269 expulsion from the meeting. The presiding officer may use discretion in applying the 270 degree of censure depending on the severity of a disruption, subject to the will of the 271 commission. 272 273 SECTION 2. 274 The following technical amendments to the commission's bylaws are hereby adopted: 275 276 Article II, Section 2. Amend the first two sentences as follows: 277 The commission exercises port powers described by law and governs the Port of Seattle 278 only when a quorum of its membership is assembled in a properly noticed public meeting 279 and action is taken by the required vote. It is the right of the individual or the minority of 280 commissioners to dissent from the will of the majority, just as and it is the right of the 281 majority to act by whatever vote is needed for passage of a question. 282 283 Article II, Section 5(b). Amend the second and third sentences as follows: 284 When recusing themselves, commissioners himself or herself, a commissioner shall 285 announce the conflict or potential conflict of interest or the potential conflict of interest 286 prior to deliberation on the matter subject to recusal. Unless a recusing commissioner's 287 presence during a public meeting is required in order to preserve a quorum, the 288 commissioner shall leave the meeting room during consideration of business subject to 289 the conflict issue and may return upon its completion. 290 291 Article II, Section 6(a). Amend the last sentence as follows: 292 When a vacancy is due to resignation, If the vacancy is created due to a commissioner 293 resigning his or her position, the commission shall appoint a new commissioner within 90 294 days of the resignation effective date of the commissioner's resignation. 295 296 Article II, Section 7. Amend the second sentence as follows: 297 No more than two commissioners shall serve on the same external board or commission 298 at the same time in order to avoid creating a quorum of commissioners at the meetings 299 of such a board or commission. 300 301 Article III, Section 1. Amend the last sentence as follows: 302 Censure or removal from office If a majority of the commissioners determine that an 303 officer should be censured or removed from office, this decision shall require a vote of 304 the majority of commissioners as prescribed by applicable law and these bylaws. Resolution No. 3772 Amendment of Commission Bylaws Page 7 of 10 305 Article III, Section 2. In the first sentence, before "meeting" insert: public 306 307 Article III, Section 4(a). In the first sentence, delete "In the event that" and insert instead the 308 following: When 309 310 Article III, Section 5(f). In the last sentence, delete "in such a context" 311 312 Article III, Section 5(g). In the first sentence, after "proclamations" insert: and resolutions 313 314 Article III, Section 7. In the first sentence, delete "proper" 315 316 Article III, Section 8(d). Amend the first and second sentences as follows: 317 The commission clerk shall ensure the collection and cataloguing of policy directives and 318 governance-related resolutions of the Port of Seattle Commission and . He or she shall 319 coordinate with the office of the port's executive director to ensure that policies and 320 procedures promulgated by the executive leadership of the port are regularly reviewed 321 for conformity with such commission policy directives. 322 323 Article III, Section 8(k). Amend the subsection as follows: 324 Parliamentarian. When questions of order arise, the presiding officer may consult the 325 commission clerk may advise the presiding officer at the officer's discretion based on the 326 commission's rules of order and established parliamentary authority. 327 328 Article IV, Section 2. Amend the second-to-last sentence after "advisory only" as follows: 329 and are not binding as on the executive director or staff of the Port of Seattle in the same 330 manner as are actions or decisions of the port commission. 331 332 Article IV, Section 5(g). Amend the first sentence as follows: 333 Items on the consent calendar shall include routine matters and actions considered by 334 the president to have general consensus of all commissioners, including approval of the 335 minutes of prior meetings available for commission approval. Resolutions may be 336 included on the consent calendar for final adoption if they are routine and considered by 337 the president to have general consensus of all commissioners, have already been 338 introduced on a prior day, and do not require a public hearing or amendment. 339 340 Article IV, Section 5(l). Delete "for adjournment" 341 342 Article IV, Section 8(c). In the first sentence, before "other business" delete "the" 343 And in the fourth sentence, delete "immediately" and "scheduled" 344 345 Article IV, Section 8(d). In the first sentence, before "other business" delete "the" 346 Resolution No. 3772 Amendment of Commission Bylaws Page 8 of 10 347 Article V, Section 1. Amend the first and second sentences as follows: 348 The commission may at any time establish such standing or special committees at any 349 time to aid in as it deems necessary for the transaction of its business. Except as otherwise 350 prescribed in these bylaws, t The composition and leadership of committees shall be 351 determined as provided elsewhere in this article by the president. 352 353 Article V, Section 1. In the second-to-last sentence, delete "scope of the work of the particular 354 committee" and insert instead the following: committee's scope 355 356 Article V, Section 2(b). Delete "Whether" and insert instead the following: The extent to which 357 358 Article V, Section 6. From the third sentence, amend the section to read as follows: 359 If there is no standing or special committee of appropriate purview constituted for the 360 particular policy matter, one shall be constituted by a charter adopted pursuant to the 361 requirements of these bylaws. Such committee referral shall be made by the president or 362 may be ordered by the commission by public action. Notwithstanding the timeline set in 363 the committee's charter for consideration and recommendation to the commission, the 364 commission may, by a vote of a majority of its membership, discharge a committee from 365 further consideration of a particular any matter. The motion to so discharge shall refer 366 the matter to a different committee or place it on the agenda for commission 367 consideration at an appropriate time. 368 369 Article VI, Section 2(a). Amend the subsection to read as follows: 370 It shall be the responsibility of each commissioner to vote on all questions put for action. 371 Commissioners may abstain for any stated reason and shall recuse themselves when 372 appropriate to do so because of the potential of a conflict or potential conflict of interest 373 or because of an actual conflict of interest. Commissioners shall announce their reasons 374 for abstaining or recusing themselves from consideration of a matter pursuant to the 375 requirements of these bylaws. Abstentions are neither "yeas" nor "nays" and shall not be 376 counted as part of the vote of the commission. Commissioners who abstain from the 377 consideration of a matter because of the potential of a conflict or potential conflict of 378 interest or because of an actual conflict of interest shall be subject to rules pertaining to 379 recusal described in Article II, Section 5. 380 381 Article VI, Section 2(f). In the first sentence delete "general approval for it" and insert instead the 382 following: consensus 383 384 Article VI, Section 3. Amend the third sentence to read as follows: 385 If there is a further objection or if there is any confusion as to whether the commissioner is 386 the subject commissioner's status as excusedor absent, the commission shall decide the 387 attendance status. The question shall be presider shall put the question for approval to 388 record the subject commissioner as excused. 389 390 Article VI, Section 5(a). Delete "take action" and insert instead the following: act Resolution No. 3772 Amendment of Commission Bylaws Page 9 of 10 391 Article VI, Section 5(b)(i). Amend the paragraph as follows: 392 A title representative of the resolution's intent with reference to all prior resolutionson 393 the same subject amended or repealed; 394 395 Article VI, Section 5(b)(ii). Delete "'whereas' clauses" and insert instead the following: recitals 396 ("whereas" clauses) 397 398 Article VI, Section 5(b)(iii). Delete "'resolved' clause" and insert instead the following: decision 399 ("resolved") clause similar to the enactment clause of a city ordinance, 400 401 Article VI, Section 5(e). Delete "the giving of" 402 403 Article VI, Section 10(e)(viii) [to be renumbered 10(f)(viii)]. Delete "that" 404 405 Article VI, Section 10(f). [to be renumbered 10(h).] Amend the subsection to read as follows: 406 If a meeting is interrupted by a disruption as provided in this section described in these 407 bylaws so as to render that renders the orderly conduct of the meeting not infeasible, the 408 presiding officer may recess or adjourn the meeting to another location and order the 409 room cleared. Recess or adjournment by the presiding officer , at the discretion of the 410 commission, may recess the meeting or adjourn the meeting to another location shall be 411 pursuant to the provisions of Article IV, Section 7, of these bylaws and shall be at the 412 discretion of the commission may order the meeting room cleared. If a meeting is 413 adjourned due to a disruption, commissioners and staff shall leave the meeting room until 414 the meeting is reconvened. 415 416 417 ADOPTED by the Port Commission of the Port of Seattle at a duly noticed public meeting 418 thereof, held this ______ day of _______________________________, 2020, and duly 419 authenticated in open session by the signatures of the commissioners voting in favor thereof and 420 the seal of the commission. 421 422 423 424 425 426 427 428 429 430 431 432 Port of Seattle Commission Resolution No. 3772 Amendment of Commission Bylaws Page 10 of 10
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