8a Draft Resolution Bylaws Review
Item Number: 8a_draft reso Meeting Date: October 13, 2020 1 RESOLUTION NO. 3778 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 10 on 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, bylaws of the commission require a review and recommendation as to any 19 needed revisions at least once every three years, as provided by Article VII, Amendment of 20 Bylaws; and 21 22 WHEREAS, the bylaws of the commission were last reviewed in full December 2017; and 23 24 WHEREAS, the commission has determined it is time to conduct its review and 25 recommends the amendments herein to provide clarity, improve transparency, and better align 26 its special rules of procedure with the goals and priorities of the port commission. 27 28 NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of Seattle as 29 follows: 30 31 SECTION 1. 32 The technical and substantive amendments contained in Exhibit A of this resolution are hereby 33 adopted, as if fully set forth herein. 34 35 SECTION 2. The commission clerk is hereby authorized to execute scrivener's error revisions 36 in finalizing amendments to the Commission Bylaws and Rules of Procedure made through 37 adoption of this resolution, as needed, to address technical corrections. 38 39 40 41 Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 1 of 32 42 ADOPTED by the Port Commission of the Port of Seattle at a duly noticed public meeting 43 thereof, held this ______ day of _______________________________, 2020, and duly 44 authenticated in open session by the signatures of the commissioners voting in favor thereof and 45 the seal of the commission. 46 47 48 49 50 51 52 53 54 55 56 57 Port of Seattle Commission 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 2 of 32 86 Resolution No. 3778, Exhibit A 87 88 PORT of SEATTLE COMMISSION BYLAWS 89 90 Article I Object 91 92 1. Founded in 1911 by a vote of the people as a special purpose government, the Port of 93 Seattle's mission is to promote economic opportunities and quality of life in the region by 94 advancing trade, travel, commerce, and job creation in an equitable, accountable, and 95 environmentally responsible manner. (Res. 3761, 1, 2019; Res. 3742, 2017) 96 97 2. These bylaws constitute the rules governing the transaction of business by the duly elected 98 Port of Seattle Commission. Commissioners shall faithfully, ethically, and transparently 99 perform all duties of office and shall abide by the principle that public service is a public trust. 100 It is the goal of these bylaws to outline the transaction of business in a way that appropriately 101 safeguards the rights of the majority, minority, and individual within the body politic of the 102 Port of Seattle Commission. (Res. 3742, 2017) 103 104 3. [Repealed by Resolution 3761, September 10, 2019] 105 106 Article II Commissioners 107 108 1. Membership. The Port of Seattle is led by a board of five commissioners elected by King 109 County voters pursuant to the provisions of Chapter 53.12 RCW. Election and terms of port 110 commissioners shall be pursuant to applicable law. As elected officials, each commissioner 111 shall exercise the responsibilities of office and be accountable to the general public, the 112 citizens of King County, and one another. (Res. 3761, 3, 2019; Res. 3742, 2017) 113 114 2. Collegiality. The commission exercises port powers described by law and governs the Port of 115 Seattle only when a quorum of its membership is assembled in a properly noticed public 116 meeting and action is taken by the required vote. It is the right of the individual or the 117 minority of commissioners to dissent from the will of the majority, just as and it is the right 118 of the majority to act by whatever vote is needed for passage of a question. Commissioners 119 are independently elected and have the right to voice personal opinions on matters under 120 consideration or that are pending final action by the commission. Commissioners have the 121 right to express opinions that differ from the decision of the majority of the commission, 122 provided that each commissioner transparently distinguishes his or her individual opinion 123 from the collective decisions of the commission as a body. (Res. 3778, 2, 2020; Res. 3742, 124 2017) 125 126 3. Oath of office. Pursuant to the requirements of RCW 29A.60.280, newly elected 127 commissioners shall take the oath of office required by law during the time period defined 128 by law. The oath shall be administered by a notary public holding the position of commission 129 clerk. Another person qualified to administer oaths may administer the oath of office to 130 newly elected commissioners when compliance with the legally required time period Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 3 of 32 131 necessitates it. In addition to taking the oath of office required by statute, newly elected 132 commissioners may take their oaths of office in a public ceremony. Provided such 133 commissioners have already taken the oath in the manner required by applicable law, any 134 person may administer the oath during such a ceremony. (Res. 3742, 2017) 135 136 4. Transparency pledge. Annually, prior to the first public meeting of the year, each 137 commissioner shall execute the following transparency pledge: 138 139 As a duly elected Port of Seattle commissioner, I am responsible for ensuring that the 140 Port of Seattle, a public agency of the state of Washington, conducts its business in the 141 open in compliance with the state's Open Public Meetings Act, Chapter 42.30 RCW. 142 143 In fulfillment of my duties to the commission as a body, and in recognition of my 144 responsibilities as an elected official serving the citizens of King County, I give my 145 personal commitment to fostering and maintaining a culture of accountability and 146 transparency within the commission, among Port of Seattle employees, and between 147 the Port of Seattle and the citizens of King County. 148 149 Therefore, I affirm my commitment to openly governing the Port of Seattle pursuant to 150 the Open Public Meetings Act and the state's Public Records Act (Chapter 42.56 RCW). 151 As a commissioner, I will support and advance policies and practices that increase the 152 Port's openness and accountability and expand citizen access to the port's decision- 153 making consistent with the intent of the Open Public Meetings Act. 154 155 Signed this ____ day of ____ , ____ , for the term of January 1 through December 31, 156 ____ . Commissioner ____ 157 158 (Res. 3742, 2017) 159 160 5. Ethical behavior, conflict of interest, recusal procedure. 161 162 (a) Commissioners shall uphold the standard of conduct reflected in the Port of Seattle 163 Statement of Values and further described in the Port of Seattle Code of Ethics and 164 Workplace Conduct and the Port of Seattle Code of Ethics for Port Commissioners. 165 Commissioners shall avoid conflicts of interest and the appearance of conflicts of interest 166 when performing their duties as port commissioners. Procedures related to alleged 167 misconduct and potential conflicts of interest are described in the Port of Seattle Code of 168 Ethics for Port Commissioners, implementation of which is ensured by the commission's 169 officers and an independent Board of Ethics. 170 171 (b) If a potential or actual conflict of interest arises, commissioners shall resolve the conflict 172 pursuant to the requirements of the Code of Ethics for Port Commissioners, including 173 when necessary, recusing themselves from any consideration and voting upon the issue 174 that creates the conflict. When recusing themselves, commissioners himself or herself, a 175 commissioner shall announce the conflict or potential conflict of interest or the potential 176 conflict of interest prior to deliberation on the matter subject to recusal. Unless a Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 4 of 32 177 recusing commissioner's presence during a public meeting is required in order to 178 preserve a quorum, the commissioner shall leave the meeting room during consideration 179 of business subject to the conflict issue and may return upon its completion. Abstention 180 from voting does not presume recusal, and is described further in Article VI, Section 2. 181 182 (Res. 3778, 2, 2020; Res. 3742, 2017) 183 184 6. Vacancy in office. 185 186 (a) A vacancy in the office of port commissioner may occur as provided in Chapter 42.12 RCW 187 or by the port commissioner's nonattendance at meetings of the port commission for a 188 period of 60 days unless the commissioner is excused by the port commission. In the 189 event a vacancy in the office of port commissioner occurs, such vacancy shall be filled in 190 accordance with RCW 53.12.140 pursuant to Chapter 42.12 RCW and other applicable 191 law. The remaining commissioners shall fill the vacancy by appointment no later than 90 192 days after the creation of the vacancy. When a vacancy is due to resignation, If the 193 vacancy is created due to a commissioner resigning his or her position, the commission 194 shall appoint a new commissioner within 90 days of the resignation effective date of the 195 commissioner's resignation. 196 197 (b) Solicitation of applications. Within five business days after receiving notice of a vacancy or 198 the creation of a vacancy, the commission shall solicit applications to fill the vacancy by 199 issuing a press release and posting a request for applications on the Port of Seattle website. 200 Applications shall be solicited from citizens in King County interested in being considered for 201 the appointment. All applications for the appointment shall be submitted to the port 202 commission by the deadline noted in the commission's request for applications. 203 204 (c) Review and selection of candidates. The commission shall review the applications and 205 shall obtain background investigations of the applicants. The commission may conduct 206 interviews in public of the most qualified candidates. The commission shall fill the 207 vacancy by selecting one candidate by majority vote of its membership in a public 208 meeting. 209 210 (d) Vacancy in office of three or more commissioners. When a majority of the commissioner 211 positions fixed by law are vacant, the provisions of RCW 42.12.070 and applicable law 212 shall govern the filling of the vacancies. 213 214 (e) Appointment until the next election. As provided in Chapter 29A.24 RCW, each person 215 appointed to serve in the office of commissioner shall serve until a qualified person is 216 elected at the next election at which a member of the governing body normally would be 217 elected. The person elected shall take office immediately and serve the remainder of the 218 unexpired term. 219 220 (Res. 3778, 2, 2020; Res. 3742, 2017) 221 222 7. Outside boards and commissions. Commissioners may serve on external port-related boards Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 5 of 32 223 and commissions. No more than two commissioners shall serve on the same external board 224 or commission at the same time in order to avoid creating a quorum of commissioners at the 225 meetings of such a board or commission. The commission shall consider the following factors 226 when determining participation and length of service for commissioners on external boards 227 and commissions: 228 229 (a) The membership and office-holding requirements of the external boards in question; 230 231 (b) The interests of individual commissioners in serving on various external boards; and 232 233 (c) Whether the port commission is adequately represented on the external boards and 234 commissions needed to effectively advocate for the interests of the Port of Seattle. 235 236 (Res. 3778, 2, 2020; Res. 3742, 2017) 237 238 8. All commissioners shall serve at least one, one-year term on the commission's audit 239 committee prior to the completion of their fourth year in office. The audit committee 240 participates directly in the oversight and review of the performance of the internal audit 241 director in accordance with policy directives related to Port of Seattle salaries and benefits. 242 In consultation with the audit committee, the audit committee chair shall contribute to the 243 executive director's performance review of the internal audit director. (Res. 3752, 1, 2018; 244 Res. 3744, 1, 2018; Res. 3742, 2017) 245 246 9. Oversight and review of the executive director. As a body, the commission provides oversight 247 and review of the performance of the executive director in accordance with the executive 248 director's employment agreement. (Res. 3742, 2017) 249 250 10. Review of staff reporting to both the commission and the executive director (dual reports). 251 In addition to oversight of the executive director and direct reports of the office of the 252 commission, the commission as a body provides input to the executive director in executive 253 session regarding the performance of those employees who report directly to the executive 254 director. In particular, the commission as a body provides review of the general counsel and 255 external relations senior director, who report dually to the commission and the executive 256 director. (Res. 3752, 1, 2018; Res. 3742, 2017) 257 258 259 Article III Officers 260 261 1. All officers shall serve at the pleasure of the Port of Seattle Commission and shall carry out 262 the responsibilities described in these bylaws. Commission officers may be censured or 263 removed from office at any public meeting of the port commission legally convened in 264 accordance with applicable laws and these bylaws. The Code of Ethics for Port 265 Commissioners shall identify the procedures for addressing complaints of misconduct, abuse 266 of authority, and neglect of the duties of office by officers. Censure or removal from office If 267 a majority of the commissioners determine that an officer should be censured or removed 268 from office, this decision shall require a vote of the majority of commissioners as prescribed Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 6 of 32 269 by applicable law and these bylaws. (Res. 3778, 2, 2020; Res. 3742, 2017) 270 271 2. Election. At the first public meeting of each calendar year, the commission shall elect a 272 president, vice president, and secretary. (Res. 3778, 2, 2020; Res. 3754, 2, 2019; Res. 3742, 273 2017) 274 275 3. Term of office. An officer's term shall run from the date of election until the end of the 276 calendar year. (Res. 3742, 2017) 277 278 4. Commission officer vacancy. 279 280 (a) In the event that When a commission officer resigns or is removed from the office of 281 president, vice president, or secretary, a commissioner may be selected to serve out the 282 officer's uncompleted term and shall so serve until the end of the calendar year. When 283 such vacancies arise, they may be filled at any regular or special meeting of the 284 commission. During the temporary absence of any commission officer, the officer next in 285 line shall assume all prescribed duties of the absent officer in an acting capacity in the 286 following order of succession, provided that this order of succession does not apply to 287 meetings of committees composed of fewer than a quorum of the port commission: 288 289 (b) In the physical absence of the president, the vice president temporarily shall assume all 290 prescribed duties of the president under Article III, Section 5. 291 292 (c) In the physical absence of the vice president, the secretary temporarily shall assume all 293 prescribed duties of the vice president under Article III, Section 6. 294 295 (d) In the physical absence of both the president and vice president, the secretary temporarily 296 shall assume all prescribed duties of the president under Article III, Section 5. 297 298 (Res. 3778, 2, 2020; Res. 3754, 3, 2019; Res. 3742, 2017) 299 300 5. Duties of the president. 301 302 (a) Order and decorum. The president shall preside over all public meetings and executive 303 sessions of the Port of Seattle Commission and shall be responsible for maintaining order 304 and decorum in accordance with the provisions of these bylaws. 305 306 (b) Preliminary agenda. The president shall authorize the formation of the commission's 307 preliminary public meeting agenda and shall propose the agenda for commission 308 approval on the day of the meeting in the appropriate order of business. 309 310 (c) Notice of meetings. The president shall authorize the issuance of such legal notices of 311 public meetings as may be required by law and these bylaws. 312 313 (d) Oversight of the office of the commission. In consultation with the commission, the 314 president shall provide oversight and review of the performance of the commission chief Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 7 of 32 315 of staff. The commission chief of staff shall be responsible for the organization and 316 management of the office of the commission. The commission chief of staff shall consult 317 with the commission regarding the performance evaluation, hiring, and firing of staff of 318 the office of the commission. 319 320 (e) Oversight of staff reporting to both the commission and the executive director (dual 321 reports). On behalf of the commission and in concert with the executive director, the 322 president shall provide oversight to the general counsel and public affairs director, who 323 report dually to the commission and the executive director. The president shall serve as 324 the commission's primary point of contact to these positions. 325 326 (f) Commission spokesperson. The president shall be the spokesperson for the commission 327 in expressing views held collectively by the Port of Seattle Commission that have been 328 established by action taken in public session or that are consistent with the policies, 329 statements, and actions of the port commission. The president may delegate this role on 330 a case-by-case basis. The president shall make reasonable efforts to consult with another 331 commissioner prior to making public statements on behalf of the commission. When the 332 president expresses his or her own individual opinions, he or she shall refrain from using 333 the title of commission president in such a context. In an effort to keep the president 334 informed in the role of commission spokesperson, commissioners are requested to 335 forward a courtesy copy of individual commissioners' media publications to the president 336 24 hours prior to issuance by the member. Members' media publications shall reflect that 337 views expressed therein are the sole views of the individual commission member and are 338 not representative of the views of the Port of Seattle Commission, unless the media 339 publication is approved and sanctioned by the full commission prior to publication. This 340 provision does not apply to media publications issued in a personal capacity and not 341 purported to be written by a member of the port commission in their public capacity. 342 343 (g) Signature of instruments. On behalf of the commission, the president shall sign all 344 proclamations and resolutions adopted in public session. The president shall execute all 345 agreements required in the normal course of fulfilling his or her duties. The president 346 shall sign all official correspondence and other instruments on behalf of the commission 347 that are consistent with the opinions or policy direction of the commission established 348 by public action. 349 350 (h) Travel Coordination. Port Policy No. AC-2 requires that all domestic travel, as defined by 351 the policy, be authorized by the Port Commission President. All international travel is 352 approved by the full commission in an open public meeting. 353 354 Domestic travel approval shall be administratively authorized by official notification from 355 the president of the approval. If changes to travel requests occur, the request shall be 356 revised by a commissioner and re-submitted to the president for re-approval in advance 357 of any requested domestic travel. The request for travel shall include the number of 358 commissioners traveling (if applicable), the port-related reason for travel, and the dates 359 and destination of travel. Commissioners shall submit requests for domestic travel to the 360 president for review at least 14 days before the travel departure date, unless scheduling Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 8 of 32 361 considerations require submission later than 14 days. Travel to British Columbia, Canada, 362 is treated as domestic travel for the purposes of this policy. 363 364 Approval of international travel shall be authorized by formal action of the commission. 365 The authorizing commission memorandum shall detail the number of commissioners 366 traveling (if applicable), the port-related reason for travel, and the dates and destination 367 of travel. International travel requests shall be submitted to the commission office 21 368 days in advance of each calendar quarter (January, April, July, October). Travel change 369 requests for previously approved international travel shall again be put before the full 370 commission for review and action. 371 372 Commissioners not receiving advanced travel authorization for international travel shall 373 report to the full commission regarding the purpose of their travel, dates of travel, 374 location of travel, benefit received by the port through the travel, and shall seek majority 375 approval of the post-travel authorization in order to submit claims for travel expense 376 reimbursement. 377 378 For both domestic and international travel, approving authority shall review travel 379 requests of commissioners to ensure travel opportunities are equitable to all members 380 and are consistent with the interests of the Port. An appropriate port employee may be 381 delegated the responsibility of processing travel reimbursements associated with 382 domestic and international travel of commissioners. 383 384 (i)(h) Coordination of the commission office budget. The chief of staff shall work with 385 members of the commission to identify member budget priorities and requests. The 386 president of the commission shall review the commission office budget proposal of the 387 chief of staff and consult with members of the commission regarding the proposal and 388 their priorities as needed. 389 390 (j) Other duties of the president. The president shall perform other duties incidental to the 391 office of the president, as established from time to time by the commission. 392 393 (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 394 395 6. Duties of the vice president. 396 397 (a) [Repealed by Resolution 3754, January 8, 2019] 398 399 (b) [Repealed by Resolution 3744, January 30, 2018] 400 401 (c) As described in Section 4 above, in the physical absence of the president, the vice 402 president temporarily shall assume all prescribed duties of the president under Article III, 403 Section 5. 404 405 (d) Other duties of the vice president. The vice president shall perform other duties incidental to 406 the office of the vice president, as established from time to time by the commission. Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 9 of 32 407 408 (Res. 3754, 1, 2019; Res. 3744, 1, 2018; Res. 3742, 2017) 409 410 7. Duties of the secretary. 411 412 (a) The secretary shall oversee the proper recording of official actions of the Port of Seattle 413 Commission and shall oversee the distribution, retention, and disposition of such records 414 as described in these bylaws. To carry out this responsibility, the secretary shall 415 coordinate with a commission clerk. The secretary shall present minutes for approval to 416 the commission and shall attest to the authenticity of approved minutes by signature. 417 When the secretary is physically absent, the presiding officer shall so attest. 418 419 (b) Other duties of the secretary. The secretary shall perform other duties incidental to the 420 office of the secretary, as established from time to time by the commission. 421 422 (Res. 3778, 2, 2020; Res. 3742, 2017) 423 424 8. Duties of the commission clerk. 425 426 (a) There shall be aA staff position to shall perform the duties of a commission clerk. The 427 commission clerk shall be supervised by the commission chief of staff. The work of the 428 commission clerk shall support the secretary as the officer responsible for overseeing the 429 recording of actions of the Port of Seattle Commission. 430 431 (b) Legal notices. Subject to authorization of the president, as described in Section 5, the 432 commission clerk shall ensure the posting, distribution, retention, and disposition of port 433 commission public meeting notices, as may be required by law and these bylaws. 434 435 (c) Minutes. The commission clerk shall ensure the recording, distribution, retention, and 436 disposition of records of the official actions of the Port of Seattle Commission in 437 accordance with applicable law and best practices. 438 439 (d) Catalogs and indices. The commission clerk shall ensure the collection and cataloguing of 440 policy directives and governance-related resolutions of the Port of Seattle Commission 441 and . He or she shall coordinate with the office of the port's executive director to ensure 442 that policies and procedures promulgated by the executive leadership of the port are 443 regularly reviewed for conformity with such commission policy directives. The 444 commission clerk shall maintain such indices of the records of the port commission as are 445 considered appropriate to accommodate the normal course of business. At a minimum, 446 the commission clerk shall maintain indices of actions of the port commission contained 447 in its minutes, and the subject matter of adopted resolutions, policy directives, and other 448 formal motions commission orders as described in Article VI, Section 6. 449 450 (e) Record holder. The commission clerk shall be the record holder and custodian of the 451 commission's approved minutes, adopted resolutions, proclamations, commission orders 452 formal motions, policy directives, and Delegation of Responsibility and Authority to the Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 10 of 32 453 Executive Director (General Delegation of Authority). The commission clerk also shall be 454 the record holder of certificates of election of port commissioners, commission 455 transparency pledges, lists of commissioner assignments to commission committees and 456 external boards and commissions, and secondary copies of commissioner oaths of office, 457 which shall be recorded with the King County recorder's office. 458 459 (f) Port seal. The commission clerk shall be the custodian of the official Seal of the Port of 460 Seattle and shall affix its impression on official instruments whenever required. 461 462 (g) Administration of oaths. The commission clerk shall be the ordinary administrator of the 463 oath of office for newly elected port commissioners within the manner required pursuant 464 to RCW 29A.60.280, shall ensure the recording of such oaths with the King County 465 Recorder's Office, and shall provide other notarial services as required in the regular 466 course of business. If the commission clerk is not available to administer the oath of office 467 during the time period required pursuant to RCW 29A.60.280 or other law, another 468 official authorized to administer oaths pursuant to Chapter 5.28 RCW may administer the 469 oath, a copy of which shall be provided to the commission clerk for submission to the 470 recorder's office. The provisions of this section are intended to ensure compliance with 471 legal requirements and do not preclude additional public oath-of-office ceremonies. 472 473 (h) Notice of adjournment. When circumstances prevent assembly of a quorum of port 474 commissioners at the scheduled place or time, the commission clerk shall call the 475 scheduled meeting to order exclusively for the purpose of adjourning to another time or 476 location and shall ensure the posting of a notice of adjournment as described elsewhere 477 in these bylaws. 478 479 (i) Public comment. When the public is invited to comment pursuant to the provisions of 480 law or these bylaws, the commission clerk shall assemble a list of speakers. 481 482 (j) Roll-call votes. When a vote by roll call is required pursuant to the rules of order, the 483 commission clerk shall call the roll, announce the result to the presiding officer, and 484 record the votes so cast. The presiding officer shall announce the decision of the 485 commission on any motion. 486 487 (k) Parliamentarian. When questions of order arise, the presiding officer may consult the 488 commission clerk may advise the presiding officer at the officer's discretion based on the 489 commission's rules of order and established parliamentary authority. 490 491 (l) Other duties of the clerk. The commission clerk shall perform other duties consistent with 492 the responsibilities of a municipal clerk, as may be required from time to time. 493 494 (m) Delegation of duties. The duties of the commission clerk may be performed on a 495 temporary basis by a deputy commission clerk or suitable delegate, as circumstances 496 require. 497 (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 498 Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 11 of 32 499 500 Article IV Meetings 501 502 1. Public meetings. 503 504 (a) All meetings of a quorum of port commissioners shall be open to the public as required 505 by law and these bylaws; provided deliberations may be closed to the public pursuant to 506 the exemptions provided for explicitly in state law and in accordance with the procedures 507 required by statute and these bylaws. 508 509 (b) Record of proceedings. A record of all actions of the port commission taken during its 510 public meetings shall be kept by the commission clerk and shall be made available to the 511 public in the form of minutes approved by the port commission. When the commission 512 has approved the minutes of a meeting, the minutes so approved shall represent the sole, 513 final, and considered determination of the commission as to the actions contained 514 therein, superseding all statements made by commissioners at the meeting. Unless 515 prevented by extenuating circumstances, regular meetings shall, and special meetings 516 may, be recorded electronically. 517 518 (Res. 3742, 2017) 519 520 2. Quorum. A majority of the persons holding the office of port commissioner at any time shall 521 constitute a quorum of the port commission for the transaction of business. No business of 522 the port commission shall be transacted unless there are in office at least a majority of the 523 full number of commissioners fixed by law. No action defined by statute as the transaction 524 of the official business of a public agency shall occur in the absence of a quorum. In the 525 absence of a quorum, individual commissioners may participate in informational 526 presentations. Such presentations are not deliberations of the Port of Seattle Commission, 527 and comments made by individual commissioners in the absence of a quorum are advisory 528 only and are not binding as on the executive director or staff of the Port of Seattle in the 529 same manner as are actions or decisions of the port commission. In the event a public 530 meeting is interrupted by the loss of a quorum of commissioners, the presiding officer shall 531 announce that the commission meeting has been adjourned or recessed due to the absence 532 of a quorum before continuing with further informational presentations. (Res. 3778, 2, 533 2020; Res. 3742, 2017) 534 535 3. Absences. 536 537 (a) The failure of a port commissioner to attend port commission meetings for a period of 60 538 days, unless excused by the commission, shall constitute a vacancy in office as described in 539 RCW 53.12.140. If a port commissioner is absent from port commission meetings in order 540 to attend to other port business, such absences shall be deemed excused. Absences shall 541 be noted in the meeting minutes as either "excused" or "absent." 542 543 (b) Remote participation. Commissioners shall attend public meetings of the Port of Seattle 544 Commission in person unless prevented from doing so by extenuating circumstances. Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 12 of 32 545 Commissioners who are unable to attend in person may participate in meeting 546 deliberations electronically or by telephone, provided the commissioner can interact in 547 the deliberations and can be heard by the other commissioners and others attending the 548 meeting. Commissioners participating in a meeting remotely shall be counted for 549 purposes of establishing a quorum and shall vote on all matters put for a decision during 550 the meeting. Except in cases of special meetings called to deal with an emergency 551 involving injury or damage to persons or property or the likelihood of such injury or 552 damage as described in RCW 42.30.080, a At least one commissioner shall be physically 553 present to preside over a public meeting when other commissioners are participating 554 electronically or by telephone, except in cases of special meetings called to deal with an 555 emergency involving injury or damage to persons or property or the likelihood of such 556 injury or damage, as described in RCW 42.30.080. 557 558 (Res. 3742, 2017) 559 560 4. Regular meetings. 561 562 (a) Date, place, and time. Regular meetings of the Port of Seattle Commission shall be held 563 on the second and fourth Tuesdays of every month except August, November, and 564 December. In August, November, and December, regular meetings shall be held on the 565 second and third Tuesdays. The meeting held on the second Tuesday of the month shall 566 be held at port headquarters at Pier 69, 2711 Alaskan Way, Seattle, Washington. When a 567 r Regular meetings is held on the fourth Tuesday of the month, it shall be held at the 568 conference center at Seattle-Tacoma International Airport, 17801 International 569 Boulevard, Seattle, Washington. The meeting held on the third Tuesdays of August, 570 November, and December shall be held at the conference center at Seattle-Tacoma 571 International Airport, 17801 International Boulevard, Seattle, Washington. Regular public 572 meetings shall be convened at 12:00 noon. When an executive session is to be held, the 573 regular meeting may convene at 10:30 a.m. 11:00 a.m. and shall immediately recess to 574 an executive session that shall be closed to the public, after which the public session shall 575 reconvene at 12:00 noon. When a regular meeting falls on a holiday, such regular meeting 576 shall be rescheduled as soon as possible thereafter. Regular public meetings held 577 pursuant to the schedule described in this section shall not require additional publication 578 of notice; however, notice similar to that provided for special meetings may be provided 579 for regular meetings. 580 581 (b) Cancellation. Regular or special meetings may be cancelled by authorization of the 582 president or by written request of a majority of the membership of the commission. Such 583 a request shall be provided to the president and the commission clerk at least 25 hours in 584 advance of the scheduled convening time of the meeting to be cancelled. The commission 585 clerk shall issue notice of such cancellations no later than 24 hours in advance of the 586 scheduled convening time pursuant to the same procedures required for notice of special 587 meetings. Meetings requiring cancellation less than 24 hours in advance of the scheduled 588 convening time due to extenuating circumstances shall be convened at the scheduled time 589 and immediately adjourned as otherwise provided for in this section. 590 Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 13 of 32 591 (Res. 3778, 1, 2020; Res. 3742, 2017) 592 593 5. Order of business for regular meetings. 594 595 (a) The order of business for regular meetings shall be as follows, subject to the conditions 596 specified in this section: 597 598 Call to Order 599 Executive Session 600 Approval of the Agenda 601 Special Orders of the Day 602 Executive Director's Report 603 Committee Reports 604 Public Comment 605 Unanimous Consent Agenda Calendar 606 Items Removed from the Consent Agenda 607 Special Orders 608 Authorizations and Final Actions 609 Unfinished Business 610 New Business 611 Presentations, and Staff Reports, and Staff Briefings 612 Questions on Referral to Committee and Closing Comments 613 Adjournment 614 615 (b) Call to order. At the time specified by notice or these bylaws, the presiding officer shall call 616 the meeting to order, announce the date, location, and convening time, and announce the 617 presence of those commissioners constituting a quorum. When using the regular order of 618 business, upon establishing a quorum, the presiding officer shall announce any absences 619 and shall lead the commissioners and public assembled in reciting the Pledge of Allegiance 620 to the Flag before continuing with other public business. 621 622 (c) Executive session. An executive session closed to the public may be held as described 623 elsewhere in these bylaws for the purposes permitted by state law. When an executive 624 session is held prior to transacting public business pursuant to the procedures in these 625 bylaws, the commission shall reconvene in public session and may again recess into 626 executive session as provided for by law. 627 628 (d) Approval of the agenda. Following convening of the public session of a meeting using the 629 regular order of business, the presiding officer shall call for approval of the day's agenda 630 by putting the question for the revision of the proposed agenda. If any commissioner 631 objects to the day's agenda, the commissionershall offer an amendment to add to, 632 remove from, or reorder items on the preliminary agenda. If there are no amendments 633 offered for the day's agenda, the proposed agenda shall be deemed approved without 634 objection. Any commissioner present at the time of approval of the agenda may remove 635 an item from the consent agenda calendar for separate consideration and vote. Removal 636 of an item from the consent agenda calendar by a commissioner shall not require a vote Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 14 of 32 637 of the other commissioners attending the meeting unless the proposal is to remove the 638 item from the day's agenda altogether. Any other amendments to the agenda shall be 639 decided in the order moved, and shall a require a second to be considered, and shall be 640 decided by a vote of a majority of the membership. The approved agenda, including any 641 successful amendments, shall constitute the specific order of the day. Upon approval of 642 the agenda, the proposed motions requesting commission approval or authorization on 643 it the agenda shall be considered filed with the commission clerk and, in the possession 644 of the commission, and these shall not be withdrawn or amended prior to adoption 645 except by the required a vote of a majority of the membership. Further changes to the 646 approved agenda may be made later in the meeting and shall require a two-thirds vote 647 for consideration. Final actions shall not be added to the agendas of special meetings at 648 the time of approval of the agenda. 649 650 (e) Special Orders of the Day. Items that are ceremonial, or otherwise special in nature. 651 Examples of Specials Orders of the Day include but are not limited to: presentation of 652 proclamations; appointment of officers; appointment of committee members; swearing 653 in of newly elected commissioners; stakeholder engagement sessions; policy 654 roundtables; or any actions the commission chooses to take up at a special time on its 655 agenda. 656 657 (e) (f) Executive director's report. The executive director may make a brief report and 658 announcements to the commission on matters relevant to commission deliberations 659 prior to consideration of the orders of the day. 660 661 (g) Committee Reports. The Commission Policy Manager, or designee, may provide 662 committee updates, reports, and recommendations at this time. Members of the 663 commission may also provide reports of their participation on regional committees at this 664 time, as the need arises. 665 666 (f) (h) Public comment. The commission may accept public comment at a regular or special 667 meeting and shall accept public testimony during public hearings and at other times as 668 required by law. Submission of written comment to the commission shall be encouraged. 669 670 (g) (i) Unanimous Cconsent Agenda calendar. Items on the consent agenda calendar shall 671 include routine matters and actions considered by the president to have general 672 consensus of all commissioners, including approval of the minutes of prior meetings 673 available for commission approval. Resolutions may be included on the consent agenda 674 calendar for final adoption if they are routine and considered by the president to have 675 general consensus of all commissioners, have already been introduced on a prior day, 676 and do not require a public hearing or amendment. Items on the consent agenda 677 calendar shall not be subject to discussion or debate and shall be decided by a single vote. 678 Any commissioner present at the time of consideration of approval of the agenda may 679 request removal of an item from the unanimous consent agenda calendar for separate 680 consideration and vote. Items removed from the consent agenda calendar for separate 681 consideration and vote shall be taken up immediately after passage of the consent 682 agenda. The minutes of each meeting will detail items removed from the consent agenda Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 15 of 32 683 under the separate subheading "Items Removed from the Consent Agenda" to show 684 clearly where the items were discussed and the disposition of those items. become special 685 orders for the day and shall be taken up following those items previously scheduled for 686 consideration as special orders. 687 688 (h) Special orders. Special orders of business are items designated to be considered at a 689 particular time in the orders of the day. Special orders of business shall be listed on the 690 day's agenda and may include presentationsor recognitions of a ceremonial nature, 691 stakeholder engagement sessions, policy roundtables, public hearings, or any actions the 692 commission chooses to take up at a special time on its agenda. 693 694 (j) Unfinished Business. Items postponed to a time certain or tabled from a current or 695 previous meeting. 696 697 (k) New Business. Consists of subjects which have not previously been considered by the 698 commission and which may require discussion and action. Introduction of commission 699 resolutions and public hearings may also appear under this order of business. 700 701 (i) Authorizations and final actions. Requested authorizations and other final actions 702 requiring a decision by the commission shall be listed on the day's agenda and shall be 703 considered in their regular order. Authorizations and final actions laid on the table may 704 be taken from the table by a vote of a majority of the membership during the same 705 session or shall become special orders of business at the next regular meeting of the 706 commission or at the meeting specified in the motion to lay on the table. 707 708 (j) (l) Presentations, and staff reports, and staff briefings. Presentations and staff reports 709 that are informational in nature or not requiring immediate final action. shall be 710 considered. during the order of presentations, reports, and staff briefings. Final action 711 may be taken on such matters by a majority vote of the membership only when all 712 commissioners are present to participate or participating remotely in the meeting. 713 714 (k) (m) Questions on referral to committee and closing comments. Matters referred to 715 committees for recommendation in advance of public consideration by the commission 716 may be discharged from committee pursuant to the provisions of Article V. 717 718 (l) (n) Adjournment. Provided there is no further scheduled business to transact, the 719 commission shall adjourn without the need for a motion for adjournment. 720 721 (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 722 723 6. Special meetings. 724 725 (a) Any meeting held at a time or location other than as described for a regular meeting 726 pursuant to these bylaws constitutes a special meeting of the Port of Seattle Commission. 727 Special meetings may be called at any time by the president or a majority of the 728 membership of port commissioners, provided notice is issued by the commission clerk in Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 16 of 32 729 the manner prescribed by law not later than 24 hours in advance of the convening time 730 of a special meeting. The date, time, and location for convening such meetings shall be 731 described in the notice for the special meeting as required pursuant to Chapter 42.30 732 RCW. The call for a special meeting shall include a description of the business to be 733 transacted during the special meeting and final action shall not be taken on any other 734 matter at such meeting. A special meeting may follow the order of business prescribed 735 for a regular meeting. 736 737 (b) Waiver of notice. Written notice issued at least 24 hours in advance of convening a special 738 meeting shall not be required when a special meeting is called to deal with an emergency 739 involving injury or damage to persons or property as described in RCW 42.30.080. The 740 requirement to issue written notice at least 24 hours in advance of convening a special 741 meeting may be dispensed with in the case of any commissioner who files with the 742 commission clerk a written waiver of notice prior to the convening of such meeting. Such 743 written notice may also be dispensed with as to any commissioner who is actually present 744 at the time of convening the special meeting. The written waiver of notice shall include 745 the commissioner's signature or similar authentication and shall state the date, time, 746 location, and description of the business to be transacted at the special meeting. The 747 commission clerk shall provide forms for executing notice waivers. 748 749 (c) Notice waiver not submitted. Special meetings called with less than 24 hours' written 750 notice shall comply with all requirements of law and these bylaws. Special meetings 751 called to deal with an emergency involving injury or damage to persons or property as 752 described in RCW 42.30.080 do not require 24 hours' written notice. When any other 753 special meeting is called with less than 24 hours' notice, written notice shall be posted as 754 far ahead of convening the meeting as practicable. In such a case, if any commissioner 755 has not filed a written waiver of notice as prescribed in this section, and such 756 commissioner is not present when the special meeting convenes, the special meeting 757 shall immediately adjourn to a time that is at least 24 hours after the actual time of 758 posting the written notice for the meeting. The procedures for adjourning a special 759 meeting are described further in Section 7 below. 760 761 (d) Special meetings called by a quorum of commissioners. When a majority of the 762 membership of the commission calls a special meeting, the commissioners calling the 763 meeting shall notify the president and commission clerk in writing of their intention to 764 convene the special meeting. The written request shall indicate the place and time for 765 convening the special meeting and a description of the business to be transacted. This 766 information shall be included in the notice for the special meeting pursuant to the notice 767 requirements of law and these bylaws. Final action shall not be taken on any other matter 768 at such meeting. Such a written notification to call a special meeting by a majority of the 769 membership of the commission shall be delivered to the commission clerk at least 25 770 hours three business days prior to the convening time date of such a special meeting. No 771 special meeting called pursuant to the procedures in these bylaws shall commence earlier 772 than 24 hours after the time of posting of the required meeting notice. 773 774 (e) Special meetings; community engagement. At least twice every year, the commission Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 17 of 32 775 shall hold special meetings for the purpose of engaging the public in the consideration of 776 matters relevant to the work of the Port of Seattle. The meeting locations, times, and 777 agendas shall be appropriate to the intended participants and shall comply with 778 applicable law and these bylaws. 779 780 (Res. 3742, 2017) 781 782 7. Adjournment or continuation of a public meeting. Regular and special meetings may be 783 adjourned or continued pursuant to the notice requirements of Chapter 42.30 RCW. When a 784 meeting is so adjourned and provided members of the public are present at the time of the 785 adjournment or continuation, the presiding officer or the commission clerk shall announce 786 the place and time to which the meeting is to be adjourned or continued. An order of 787 adjournment shall be posted on or near the door of the room where the meeting was 788 adjourned or continued immediately following the announcement of adjournment or 789 continuation. If no members of the public are present at the time the meeting is adjourned 790 or continued, the announcement may be dispensed with and a copy of the order shall be 791 posted as described here. (Res. 3742, 2017) 792 793 8. Executive sessions. 794 795 (a) Executive sessions shall be closed to the public pursuant to the limitations imposed by 796 state law, including but not limited to the Open Public Meetings Act, Chapter 42.30 RCW. 797 No final actions shall be taken during an executive session. Executive sessions may be 798 held only during a regular or special meeting of the port commission and may be held at 799 any time following convening of the public meeting in accordance with the procedures 800 required by statute and described in these bylaws. 801 802 (b) Recording of executive sessions. Executive sessions shall be recorded electronically, and 803 the general counsel shall be the record holder of the original recordings. Executive 804 sessions held for the purpose of discussing evaluation of qualifications for public 805 employment or review of the performance of a public employee as described in RCW 806 42.30.110(1)(g) shall be exempt from the recording requirements of this section. 807 Executive sessions held to discuss other matters authorized by RCW 42.30.110 may be 808 made exempt from recording by a motion decided in public session prior to convening 809 the executive session. The extent to which the executive session or parts thereof shall be 810 exempt from recording shall be stated in the motion to exempt from recording. Outside 811 counsel annually shall monitor the commission's compliance with Chapter 42.30 RCW 812 the Open Public Meetings Act and other laws by reviewing recordings of commission 813 executive sessions on a representative sampling basis. 814 815 (c) Recessing to executive session; public present. The following procedure shall apply when 816 an executive session is conducted prior to transacting the other business of a regular or 817 special meeting and when the public is present in the scheduled location of the public 818 meeting. A quorum of port commissioners shall assemble at the location of the executive 819 session. Once the required quorum is present and the published time for convening the 820 regular or special meeting has arrived, the presiding officer and the commission clerk Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 18 of 32 821 shall meet in the scheduled location of the public meeting and the presiding officer shall 822 call the meeting to order. If the required quorum of commissioners is present at the 823 location of the executive session but not immediately present in the scheduled location 824 of the public meeting, the presider shall announce that such a quorum is present. The 825 presiding officer shall announce the number of topics to be discussed in executive session 826 and identify them sufficiently to establish their legal exemption from public deliberation. 827 The announcement shall provide an estimate of the time at which the public session will 828 reconvene, and the public meeting will then immediately stand in recess. The time 829 announced for reconvening the special or regular meeting shall not be earlier than the 830 time otherwise published for commencement of the public session of such a regular or 831 special meeting in accordance with the notice requirements of Chapter 42.30 RCW. 832 833 (d) Recessing to executive session; public not present. The following procedure shall apply 834 when an executive session is conducted prior to transacting the other business of a 835 regular or special meeting and when the public is not present in the scheduled location 836 of the public meeting. A quorum of port commissioners shall assemble at the location of 837 the executive session. Once the required quorum is present and the published time for 838 convening the regular or special meeting has arrived, the commission clerk shall notify 839 the presiding officer that there are no members of the public assembled in the scheduled 840 location of the public meeting, and the announcement procedures of subsection (c) 841 above may be dispensed with. Under these circumstances, a notice listing the matters to 842 be discussed in executive session and noting the applicable legal exemptions from public 843 deliberation shall be posted on or near the door of the scheduled location of the public 844 meeting. This notice shall include the time previously published for reconvening of the 845 public session of the regular or special meeting as required under Chapter 42.30 RCW. 846 847 (e) Extension of executive session. The following procedure shall apply when an executive 848 session is conducted prior to transacting other public business of a regular or special 849 meeting and the length of the executive session requires extension by more than five 850 minutes. The presiding officer shall return to the public meeting room and announce, or 851 may designate the commission clerk to announce, the extension of the executive session 852 pursuant to the requirements of Chapter 42.30 RCW. The announcement of extension 853 shall include a revised time for reconvening the public session, and a quorum of 854 commissioners shall not reconvene the public session at a time earlier than so 855 announced. When an executive session is so extended, a revised notice listing the 856 updated time for reconvening the public session, the matters to be discussed in executive 857 session, and the applicable legal exemptions from public deliberation shall be posted on 858 or near the door of the scheduled location of the public meeting.The announcement of 859 extension shall be made both within the meeting room and in any common area 860 immediately adjacent to the meeting room where participants may be waiting. 861 862 (Res. 3778, 2, 2020; Res. 3742, 2017) 863 864 9. Study Sessions. Study sessions are held for the purpose of close consideration and informal 865 discussion of any matter by commissioners. Study sessions are considered special meetings 866 of the commission, unless otherwise regularly scheduled. These meetings are open to the Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 19 of 32 867 public pursuant to law and these bylaws. Study sessions may be held with or without 868 electronic recording or invitation of public comment, as appropriate to the subject matter. 869 No final actions shall be taken at a meeting described as a study session in its published notice 870 under Chapter 42.30 RCW. (Res. 3778, 1, 2020) 871 872 10. Public Hearings. 873 874 (a) Public hearings are defined by law and are characterized by an obligation to allow the 875 public to testify on matters that may be legislative or quasi-judicial in nature. Public 876 hearings shall be held when required by law and when required shall be held as part of a 877 regular or special public meeting and shall be included on the meeting agenda. 878 879 (b) At the commission's discretion, special opportunities for public comment may be 880 provided, even when a public hearing is not legally required. Such engagement to obtain 881 public comment may be described on a meeting agenda as a "public hearing." 882 883 (c) The order for conducting any public hearing on matters requiring final action shall be as 884 follows: 885 886 The matter to be considered shall be read into the record. 887 There may be a staff presentation on the matter and questions of staff by commissioners. 888 The presiding officer shall open the public hearing. 889 After receipt of testimony, the presiding officer shall close the public hearing. 890 The presiding officer shall entertain a motion and second for consideration of the matter. 891 Following a motion to take action, there may be debate by commissioners. 892 Once debate has concluded, the commission shall proceed to the vote on final action. 893 894 (Res. 3778, 1, 2020) 895 896 Article V Committees 897 898 1. The commission may at any time establish such standing or special committees at any time 899 to aid in as it deems necessary for the transaction of its business. Except as otherwise 900 prescribed in these bylaws, tThe composition and leadership of committees shall be 901 determined as provided elsewhere in this article by the president. To ensure compliance with 902 Chapter 42.30 RCW and other applicable law related to open public meetings, committees 903 shall include not more than two commissioners and the presence of both commissioners 904 shall be required to establish a quorum for the purpose of conducting the committee's 905 business. Additional committee members may be appointed from among port staff, public 906 stakeholders, or subject matter experts, as appropriate to the committee's scope scope of 907 the work of the particular committee. Non-commissioners on a committee shall not be 908 counted for purposes of establishing a quorum and shall not vote on any question put to the 909 committee. (Res. 3778, 2, 2020; Res. 3742, 2017) 910 911 2. Charter required. Every committee of the port commission shall be established by adoption 912 of a charter informed by the commission's strategic priorities and workplans and that shall Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 20 of 32 913 include the following information: 914 915 (a) The name of the committee; 916 917 (b) Whether The extent to which meetings of the committee shall be open to the public; 918 919 (c) If applicable, a A schedule of regular committee meetings, if applicable; 920 921 (d) The scope of the committee's work; 922 923 (e) The extent to which the committee is legally authorized to act on behalf of the 924 commission; 925 926 (f) Whether the committee is authorized to hold public hearings or other public engagement 927 activities; 928 929 (g) The duration of the committee's work; and 930 931 (h) Specific outcomes or recommendations expected of the committee in the conduct of its 932 business. 933 934 (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 935 936 3. Committee membership. As noted elsewhere in these bylaws, commissioners shall serve on 937 or chair standing or special committees of the port commission and on external boards and 938 commissions. Committee and external board and commission assignments shall be 939 completed by the end of January each year. When there is not consensus among 940 commissioners, the president shall make the appointment. Assignments to committees of 941 the port commission and external boards and commissions may change during the year, and 942 the commission clerk shall maintain an updated list, noting the dates and the nature of any 943 revisions. Changes to such assignments shall be made only after consulting the 944 commissioners affected, and the president shall provide the commission clerk with written 945 notice of any changes. It is important the commission recognizes the need to rotate 946 participation on its committees among members. This aides in maintaining diversity in 947 committees and in providing succession and learning opportunities. As such, commissioners 948 shall not serve more than two consecutive years on the same standing or special committee 949 without at least one year between the next term of service. This lapse in term of service may 950 be waived by majority vote of the commission. 951 (Res. 3778, 1, 2020; Res. 3742, 2017) 952 953 4. Standing committees. The charter for a standing committee shall be adopted by resolution, 954 and adoption of such resolution shall add such the committee to the list of standing 955 committees included in these bylaws. Standing committees shall conduct their business in 956 meetings open to the public with notice provided pursuant to Chapter 42.30 RCW and the 957 notice requirements of these bylaws. The standing committees of the Port of Seattle 958 Commission are the following: 959 Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 21 of 32 960 (a) Audit Committee 961 (b) Aviation Committee 962 (c) Energy and Sustainability Committee 963 (d) Equity and Workforce Development Committee 964 (e) Portwide Arts and Culture Board 965 (f) Waterfront and Industrial Lands Committee 966 967 (Res. 3778, 1, 2020; Res. 3742, 2017) 968 969 5. Special committees. Special committees are those committees established at any time by the 970 commission which that have a limited purview and limited duration of existence. The charter 971 of a special committee shall be adopted by a commission order formal written motion and 972 shall include the classes of same kind of information specified for inclusion in any prescribed 973 for other committee charters as described in under these bylaws. A special committee legally 974 empowered to act on behalf of the commission, conduct hearings, or take testimony or 975 public comment shall conduct its business in meetings duly noticed and open to the public. 976 Special committees need not meet in public session when their membership is less than a 977 quorum of commissioners and they are not legally authorized to act on behalf of the 978 commission as described above. (Res. 3778, 1, 2020; Res. 3742, 2017) 979 980 6. Referral to committee. Topics that involve establishment or revision of policy directives or 981 governance structures shall be referred to a committee of appropriate purview for 982 recommendations on action by the commission. Other matters may be referred to 983 appropriate committees at the discretion of the commission by public action. If there is no 984 standing or special committee of appropriate purview constituted for the particular policy 985 matter, one shall be constituted by a charter adopted pursuant to the requirements of these 986 bylaws. Such committee referral shall be made by the president or may be ordered by the 987 commission by public action. Notwithstanding the timeline set in the committee's charter for 988 consideration and recommendation to the commission, the commission may, by a vote of a 989 majority of its membership, discharge a committee from further consideration of a particular 990 any matter. The motion to so discharge shall refer the matter to a different committee or 991 place it on the agenda for commission consideration at an appropriate time. (Res. 3778, 2, 992 2020; Res. 3742, 2017) 993 994 7. Attendance at committees by additional commissioners. Because the presence of three or 995 more commissioners at any meeting results in the assembly of a quorum of the port 996 commission, commissioners shall refrain from attending committees to which they are not 997 assigned. When circumstances compel attendance of more than two commissioners plan to 998 attend at a meeting of a standing or special committee, the additional commissioner(s) 999 planning to attend shall notify the commission clerk in writing of their intention to attend the 1000 meeting. Notice to the commission clerk shall be provided at least 25 hours three business 1001 days in advance of the time date set for convening the meeting. If a quorum of 1002 commissioners will be present at a committee meeting, T the commission clerk shall provide 1003 public notice of the meeting as both a committee meeting and a commission meeting with 1004 the agenda limited to the committee's business. No final action of the Port of Seattle 1005 Commission shall be taken at such a committee meeting. where a quorum of commissioners Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 22 of 32 1006 will be present pursuant to the requirements of law and these bylaws. (Res. 3742, 2017) 1007 1008 8. Record of committee proceedings and recommendations. Standing and special committees 1009 shall keep records of actions taken and assigned during their deliberations and of final 1010 recommendations made to the commission. These records shall be prepared by the 1011 committee's staff coordinator and shall be authenticated by the signature of the 1012 committee chair. The commission clerk shall be the record holder for these records and 1013 shall make them available for public review. Final recommendations of standing or special 1014 committees shall be placed on the agenda of a commission public meeting as soon as 1015 practicable and may be discussed by the commission in public session. The charter of a 1016 standing committee may require it to electronically record its deliberations Unless prevented 1017 from doing so by extenuating circumstances, standing committees shall record their 1018 deliberations electronically. (Res. 3778, 1, 2020; Res. 3742, 2017) 1019 1020 9. Workplans and year-end reports. 1021 1022 (a) Standing committees shall adopt annual workplans that list the activities or specific, 1023 measurable tasks by which the committee will implement its charter. Annual workplans 1024 shall be presented to the commission in public session, prior to their adoption by a 1025 standing committee, as close to the beginning of the calendar year as practicable. A year- 1026 end report of standing committees shall be made to the commission detailing committee 1027 recommendations to the Commission and work products produced. 1028 1029 (b) Special committees shall adopt workplans as described above, adopted by the port 1030 commission, to execute the scope of the special committee. Because special committees 1031 have limited purview and duration, the scope defined in the committee's charter may be 1032 deemed sufficient so long as it includes objectives and strategies for carrying out the scope 1033 of work. 1034 1035 (Res. 3778, 1, 2020) 1036 1037 1038 Article VI Rules of Order 1039 1040 1. Parliamentary authority. The rules contained in the current edition of Robert's Rules of Order 1041 Newly Revised shall govern the commission in all cases to which they are applicable and in 1042 which they are not inconsistent with these bylaws and any special rules of order the 1043 commission may adopt. (Res. 3742, 2017) 1044 1045 2. Voting. 1046 1047 (a) It shall be the responsibility of each commissioner to vote on all questions put for action. 1048 Commissioners may abstain for any stated reason and shall recuse themselves when 1049 appropriate to do so because of the potential of a conflict or potential conflict of interest 1050 or because of an actual conflict of interest. Commissioners shall announce their reasons 1051 for abstaining or recusing themselves from consideration of a matter pursuant to the Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 23 of 32 1052 requirements of these bylaws. Abstentions are neither "yeas" nor "nays" and shall not be 1053 counted as part of the vote of the commission. Commissioners who do not cast a yes or 1054 no vote abstain from the consideration of a matter because of the potential of a conflict 1055 or potential conflict of interest or because of an actual conflict of interest shall be subject 1056 to rules pertaining to recusal described in Article II, Section 5. 1057 1058 (b) Motion required. The commission shall transact its business only by motion made by any 1059 commissioner during a public meeting, including the presiding officer, participating in a 1060 public meeting. Motions shall be decided by the vote prescribed by law or these bylaws. 1061 The decision of the commission shall be announced by the presiding officer. Only actions 1062 in the form of a motion adopted by the required vote shall be binding on the executive 1063 director and staff of the Port of Seattle as actions or decisions of the port commission. 1064 Nonprocedural motions shall be submitted in writing for consideration by the commission. 1065 Motions of this kind shall include action requests submitted in a commission agenda 1066 memorandum that are attached to an approved agenda; commission orders as described 1067 in Section 6 of this article; ceremonial proclamations as described in Section 8 of this article; 1068 and amendments to main questions documented on forms provided for that purpose. 1069 1070 (c) Motions to be seconded. Motions shall require a second to be considered, unless exempt 1071 from the need for a second by the adopted parliamentary authority or the provisions of 1072 these bylaws. 1073 1074 (d) Motions postponed. Main motions and any associated subsidiary motions may be 1075 postponed to a time certain, postponed indefinitely, or may be tabled. Items laid on the 1076 table may be taken from the table during the same session or shall be listed as new 1077 business, or unfinished business as appropriate, at the next regular meeting. 1078 1079 (d) (e) Majority vote. In all cases where a majority vote is required for passage of any 1080 question, it shall require an affirmative vote of a majority of the commission's 1081 membership to pass. 1082 1083 (e) (f) Voting procedure. A vote by voice shall be sufficient for the passage of any matter, 1084 provided any commissioner may call for a vote by roll call as described in Article III, 1085 Section 8. Votes shall be indicated by "yea" for approval or "nay" for objection. 1086 1087 (f) (g) Unanimous consent. The commission may act by unanimous consent when it is the 1088 presiding officer's opinion that there is general approval for it consensus among 1089 commissioners. In such cases "yeas" and "nays" need not be called for, provided the 1090 presider calls for objections and no objections are voiced. Actions taken by unanimous 1091 consent are decisions of the commission. The outcome of an action taken by unanimous 1092 consent shall be announced by the presider and shall be recorded in the minutes as taken 1093 "without objection." A single objection to action by unanimous consent shall put the 1094 question to a voice vote, or, if requested by any commissioner, a roll-call vote. 1095 1096 (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 1097 Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 24 of 32 1098 3. Excusing absences. Those commissioners announced by the presider as excused shall be 1099 deemed excused by unanimous consent of the commissioners present provided there is no 1100 objection. Upon receipt of an objection to a commissioner's status as excused or absent, the 1101 presider may correct his or her previous announcement. If there is a further objection or if 1102 there is any confusion as to the status as excused or absent, the The commission shall decide 1103 the attendance status if clarification is required. The question shall be presider shall put the 1104 question for approval to record the subject commissioner as excused. (Res. 3778, 2, 2020; 1105 Res. 3742, 2017) 1106 1107 4. Amendment of questions. Once a motion has been made or a requested action filed by virtue 1108 of its inclusion on an approved agenda, it shall be modified only by amendment. Any 1109 commissioner, including the presiding officer, may offer an amendment to a question that is 1110 subject to amendment. Amendments other than simple amendments to procedural motions 1111 shall be offered in writing and their content repeated by the presiding officer prior to taking 1112 a vote on the amendment as a subsidiary question. Amendments filed in writing with the 1113 commission clerk at least 24 hours prior to the convening of the public meeting during which 1114 they are intended to be offered shall require a majority vote of the membership for passage. 1115 Amendments offered less than 24 hours prior to the convening of the public meeting during 1116 which they are intended to be offered shall require a vote of two-thirds of the membership 1117 for passage. Amendments shall be subject to a vote for adoption. An amendment may be 1118 adopted by unanimous consent pursuant to the voting procedures of these bylaws provided 1119 the amendment is submitted in writing. Amendments adopted by unanimous consent shall 1120 be recorded in the minutes as adopted "without objection." Amendments are subsidiary 1121 questions and shall be considered after acceptance of a motion and second on the main 1122 question to which they are attached and shall be decided before the vote on the main 1123 question. Once a motion has been made and seconded, or a requested action filed by its 1124 inclusion on an approved agenda, it shall be modified prior to adoption only by amendment. 1125 Any commissioner, including the presiding officer, may offer an amendment to a question 1126 that is subject to amendment. Amendments shall follow the parliamentary process for 1127 amendments as established by Roberts Rules of Order Newly Revised. Amendments shall be 1128 filed with the commission clerk at least 24 hours prior to the convening of a public meeting 1129 during which they will be offered for consideration in order to be considered timely filed. 1130 Amendments from the floor shall be written on forms provided at the time of the meeting in 1131 order to establish specificity of the amendment, as provided for in Article VI(2)(b). 1132 (Res. 3778, 1, 2020; Res. 3742, 2017) 1133 1134 5. Resolutions. 1135 1136 (a) The port commission shall take action act by resolution for actions that are required by 1137 law to be in resolution form; that repeal or amend actions previously taken by resolution; 1138 that establish or revise policy directives or governance structures; or that are actions of 1139 a legislative character, as defined by law and below. 1140 1141 (b) Form of resolutions. Resolutions shall be consecutively numbered and shall include the 1142 following components: 1143 Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 25 of 32 1144 (i) A title representative of the resolution's intent with reference to all prior resolutions 1145 on the same subject amended or repealed; 1146 1147 (ii) A preamble of recitals ("whereas" clauses) stating the rationale for the action to be 1148 taken; 1149 1150 (iii) A decision ("resolved") clause similar to the enactment clause of a city ordinance, 1151 organized into sections as needed and asserting the proposed action; and 1152 1153 (iv) A section indicating the date of public adoption with places to affix signatures and the 1154 impression of the port seal. 1155 1156 The commission clerk shall maintain a form for drafting of resolutions as approved for 1157 use by legal counsel. 1158 1159 (c) Matters of a legislative character. For the purposes of this section, "actions of a legislative 1160 character" shall include interagency agreements requiring the corresponding 1161 governmental entity to adopt the interagency agreement by ordinance or take similar 1162 legislative action. 1163 1164 (d) A resolution shall be introduced and adopted by separate votes on the introduction of 1165 the resolution and the adoption of the resolution. No resolution shall be adopted on the 1166 same day upon which it is introduced, except by unanimous consent of all commissioners 1167 as described in these bylaws. Once a motion for introduction of a resolution has been 1168 made or a resolution has been filed by its inclusion on an approved agenda, it shall be 1169 modified prior to adoption only by amendment. Commissioners may give their consent 1170 to adopt a resolution on the same day it is introduced in person at the meeting during 1171 which final passage of the resolution is sought or, in the case of commissioners absent 1172 from such meeting, by advance written consent. Written consent for a vote on final 1173 passage adoption of a resolution at the same meeting as its first introduction shall include 1174 the resolution number or series of numbers, a brief description of the resolution(s), the 1175 date of the meeting for which such consent is given, and the name and signature or 1176 similar authentication of the commissioner giving consent. Such written consent shall be 1177 included in the record of the meeting for which the written consent concerning the 1178 resolution(s) is granted. 1179 1180 (e) The commission clerk shall provide a form for the giving of consent to adoption of a 1181 resolution on the same day it is introduced. 1182 1183 (f) The commission clerk shall maintain records of adopted resolutions as described in these 1184 bylaws. 1185 1186 (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 1187 1188 6. Commission Orders Written motions. Motions that are not procedural in nature shall be 1189 submitted in writing for consideration by the commission. Written motions shall include action Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 26 of 32 1190 requests submitted in a commission agenda memorandum and attached to an approved 1191 agenda; ceremonial proclamations as described in Section 8 of this article; and amendments 1192 to main questions documented on forms provided for that purpose. The commission may 1193 adopt formal, written motions known as "commission orders." Commission orders may address 1194 subjects of limited applicability or duration and shall not be used to adopt policy or governance 1195 direction of indefinite duration. Commission orders shall be used to adopt special committee 1196 charters as described in Article V. The commission clerk shall keep a record of adopted 1197 commission orders formal motions of the Port of Seattle Commission, which shall be 1198 sequentially numbered; shall include a brief title and text of the order motion and ; may 1199 include a statement in support of the order motion; and shall be indexed and made available 1200 for public review. (Res. 3778, 1, 2020; Res. 3742, 2017) 1201 1202 7. Proclamations. The commission may from time to time take actions of a ceremonial nature 1203 by proclamation. Adopted proclamations shall be signed by the commission president and 1204 shall have the port seal affixed. (Res. 3742, 2017) 1205 1206 8. Limitation on debate. As a board of less than twelve members, the Port of Seattle 1207 Commission may allow any commissioner to speak multiple times on any subject under 1208 consideration. Before a commissioner speaks twice on the same subject, the other 1209 commissioners shall have an opportunity to speak on that subject in turn. A motion to limit 1210 debate may be made. The motion shall stipulate the amount of time to which commissioner 1211 comment will be limited and requires a two-thirds vote for passage. (Res. 3742, 2017) 1212 1213 9. Order and decorum. The presiding officer shall be responsible for maintaining order and 1214 decorum during public meetings. Commissioners shall address motions and procedural 1215 inquiries to the presiding officer and may address staff and guest presenters directly during 1216 consideration of a particular any matter, provided they have been recognized by the presider 1217 presiding officer. All persons speaking during consideration of any matter, including 1218 commissioners, staff, and members of the public, shall limit remarks to the matter at hand 1219 and shall refrain from, avoiding personalities reference to personal traits vulgarity, insults, 1220 inflammatory language, threats, abusive or harassing behavior including but not limited to 1221 obscene language and gestures, and other nongermane comments and actions not germane 1222 to the discussion of the matter at hand. During a public meeting or hearing, commissioners 1223 shall refrain from engaging in dialog with speakers offering public comment but may request 1224 further information or consultation from the presiding officer or appropriate staff 1225 representative on a topic raised during comment. (Res. 3778, 1, 2020; Res. 3742, 2017) 1226 1227 10. Rules governing public comment. 1228 1229 (a) Persons wishing to address the commission shall sign up to comment on lists provided by 1230 the commission clerk and shall identify the specific agenda item or subject to be 1231 addressed. Recorded comment and the identity of speakers shall be public records 1232 subject to the disclosure requirements of Chapter 42.56 RCW. The names of speakers 1233 shall be recorded in the minutes of the public meeting. Comments shall relate to the 1234 conduct of port business and are not limited to any particular commission business 1235 meeting agenda. Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 27 of 32 1236 1237 (b) Written materials related to spoken public comment presented at the time of a 1238 commission meeting shall be attached to the approved minutes of the meeting. Written 1239 public comment submitted for a commission meeting, in lieu of spoken comment, shall 1240 also be attached to the approved minutes of the meeting and shall be summarized by the 1241 commission clerk inasmuch as possible at the time of the meeting. Correspondence 1242 received outside of the context of a commission agenda and corresponding meeting shall 1243 not be attached to meeting minutes. 1244 1245 (b)(c) The time allotted for public oral comment shall be limited to a total of 45 minutes, 1246 unless extended at the commission's discretion. Thepresiding officer may limit the 1247 time allotted to each person, may limit the number of persons speaking on any topic, 1248 may limit the time allotted to any topic, may limit oral comment to those with new 1249 information to present, or may otherwise limit oral comment in the interest of order 1250 and decorum, subject to the will of the commission. 1251 1252 (c)(d) Testimony related to a public hearing shall be heard during the corresponding public 1253 hearing, which shall be listed on the day's agenda. The commission may accept further 1254 oral public comment at other times on the agenda as deemed appropriate by consent 1255 of a majority of the membership. 1256 1257 (d)(e) Persons providing oral public comment shall approach the podium or testimony table 1258 when recognized by the presiding officer and shall use the microphones provided. 1259 Each speaker shall repeat his or her name for the record, shall identify the agenda item 1260 or subject to be addressed, and shall address remarks to the commission as a body. 1261 1262 (e)(f) Disruptions of commission public meetings are prohibited. Disruptions include but 1263 are not limited to the following: 1264 1265 (i) Refusal of a speaker to limit remarks to topics related to the conduct of port business; 1266 1267 (ii) Threats and abusive or harassing behavior including but not limited to obscene 1268 language and gestures; 1269 1270 (iii) (i) Refusal of a speaker to comply with the allotted time set for the individual 1271 speaker's public comment; 1272 1273 (iv) (ii) Outbursts from members of the public who have not been recognized by the 1274 presiding officer for public comment; 1275 1276 (v) (iii) Delaying the orderly conduct or progress of the public comment period, including 1277 interfering with the testimony of others; 1278 1279 (vi) (iv) Directing remarks to the audience; 1280 1281 (vii) (v) Holding or placing of a banner or sign in the commission meeting room in a way Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 28 of 32 1282 that endangers others or obstructs the free flow of persons attending the commission 1283 meeting; 1284 1285 (viii) (vi) Leaving the podium or testimony table to physically approach commissioners or 1286 staff during one's public comment, provided that speakers may offer written 1287 materials to the commission clerk for distribution before, during, or after their 1288 testimony to commissioners and may approach the commission clerk to ask questions 1289 or for direction; 1290 1291 (ix) (vii) Any behavior that disrupts, disturbs, or otherwise impedes attendance at a 1292 commission public meeting. 1293 1294 (g) Warning for disruption. If a meeting is disrupted as provided in this section, the presiding 1295 officer shall warn the speaker that the disruptive conduct is out of order and that further 1296 disruption may result in the speaker's loss of speaking privileges or removal from the 1297 meeting, depending on the severity of the disruption. A second disruption may result in 1298 loss of speaking privileges and, following a second warning, a third disruption may result 1299 in expulsion from the meeting. The presiding officer may use discretion in removing a 1300 speaker, depending on the severity of a disruption. 1301 1302 (f)(h) If a meeting is interrupted by a disruption as provided in this section described in these 1303 bylaws so as to render that renders the orderly conduct of the meeting not infeasible, the 1304 presiding officer may recess or adjourn the meeting to another location and order the 1305 room cleared. Recess or adjournment by the presiding officer, at the discretion of the 1306 commission, may recess the meeting or adjourn the meeting to another location shall be 1307 pursuant to the provisions of Article IV, Section 7, of these bylaws and shall be at the 1308 discretion of the commission may order the meeting room cleared. If a meeting is 1309 adjourned due to a disruption, commissioners and staff shall leave the meeting room 1310 until the meeting is reconvened. 1311 1312 (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 1313 1314 11. Questions for which objection requires offering of an amendment. As noted in these bylaws, 1315 the following are motions that are normally decided by unanimous consent and which 1316 require that objection be accompanied by the offering of an amendment to the main 1317 question: 1318 1319 (a) Approval of the agenda. The form for the question for approval of the agenda shall be 1320 put as a call for revisions to the preliminary agenda as proposed, followed by a brief 1321 pause. Objection shall take the form of an amendment to add to, remove from, or reorder 1322 items on the preliminary agenda. 1323 1324 (b) Excusing absences. The form for excusing absences shall be put as an announcement of 1325 those present, absent, and excused, followed by a brief pause. Objection shall take the 1326 form of an amendment to the presiding officer's announcement. If a vote is taken on 1327 whether to record a commissioner as either excused or absent, the question shall be put Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 29 of 32 1328 as a request to show the commissioner "excused." 1329 1330 (c) Approval of the minutes. Minutes typically shall be included on the unanimous consent 1331 agenda calendar. When removed from the consent agenda calendar for separate 1332 consideration, the question shall be on approval of the minutes as proposed and 1333 circulated to commissioners in advance. Objection shall take the form of the offering of 1334 an amendment to correct the record contained in the minutes as proposed. All 1335 commissioners present at the time of the vote to approve the minutes and any 1336 amendments offered to the proposed minutes shall vote on the question put, regardless 1337 of their presence or absence from the meeting for which the subject minutes have been 1338 prepared. 1339 1340 (Res. 3742, 2017) 1341 1342 12. Questions requiring unanimous consent of all commissioners. As noted elsewhere in these 1343 bylaws, the following motions require unanimous consent of the membership, whether 1344 present or absent, and an objection has the effect of defeating the question: 1345 1346 (a) Motion to allow adoption of a resolution on the same day it is introduced, as described 1347 in Article VI, Section 6. 1348 1349 (Res. 3742, 2017) 1350 1351 13. The waiver of any rule contained in these bylaws shall require either an affirmative vote of 1352 two-thirds of those voting or the vote explicitly stipulated in these bylaws, whichever is more 1353 restrictive. (Res. 3742, 2017) 1354 1355 Article VII Amendment of Bylaws 1356 1357 1. Amendment by resolution. These bylaws may be amended by the commission at any regular 1358 or special meeting by resolution duly adopted. (Res. 3742, 2017) 1359 1360 2. Publication. The commission clerk shall revise the bylaws to reflect amendments made from 1361 time to time, shall record a history of revisions to the bylaws, shall make the bylaws available 1362 for public review, and shall maintain an index to the content of the bylaws. (Res. 3778, 3742, 1363 2017) 1364 1365 3. At least once every three years, the commission shall refer the bylaws to an appropriate 1366 committee for review and recommendation as to any needed for revisions. (Res. 3778, 3742, 1367 2017) Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 30 of 32 1368 APPENDIX A 1369 Typical Forms Called for in the Port of Seattle Commission Bylaws 1370 1371 1372 Form for waiver of written 24-hour public meeting notice: 1373 1374 "In accordance with RCW 42.30.080, I waive my right to 24 hours' notice of the 1375 special Port of Seattle Commission meeting of __[date]__, called for the purpose 1376 of __[subject]__, and set to convene at __[time]__ in __[location]__ . 1377 Commissioner __[full name]__" 1378 1379 1380 Form for consent to allow introduction and adoption of a resolution on the same day: 1381 1382 "MEMORANDUM 1383 1384 DATE: __[date of consent]__ 1385 TO: __[Name]__, President, Port of Seattle Commission 1386 FROM: __[Name]__, Port of Seattle Commissioner 1387 SUBJECT: Written Consent for Introduction and Adoption of Resolution ____ 1388 1389 I will be unable to attend the port commission public meeting on __[date]__, to 1390 be held in __[location]__, and will not be present when Resolution ____ is 1391 considered and voted upon by the commission. However, I am familiar with 1392 Resolution ____, which relates to __[subject]__. In accordance with Article VI, 1393 Section 5, of the port commission bylaws, I consent to Resolution ____ being 1394 introduced on __[date]__ and being offered for adoption at the same meeting at 1395 which it is first introduced. Please proceed with consideration of Resolution ____, 1396 and enter this advance written consent in the record of the meeting as required 1397 by the bylaws. 1398 1399 __[Commissioner's signature]__" 1400 1401 Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 31 of 32 1402 Revision History 1403 1404 Month D, 2020 Resolution NNNN added removed made revisions to 1405 1406 September 10, 2019 Resolution 3761 revised the object statement in Article I and the 1407 membership description of Article II, Section 1. 1408 1409 January 8, 2019 Resolution 3754 removed the automatic succession of the vice 1410 president to president. 1411 1412 January 30, 2018 Resolution 3744 removed the requirement that the vice president be 1413 the chair of the audit committee (Article III, Section 6) and moved 1414 provisions relating to oversight and review of the internal audit 1415 director to Article II, Section 8. 1416 1417 December 19, 2017 Resolution 3742 repealed all prior resolutions amending the Port of 1418 Seattle Commission bylaws. The previous version had been adopted 1419 August 15, 2017. The December 19, 2017, version reorganized the 1420 bylaws into seven articles, established Robert's Rules of Order as a 1421 parliamentary authority, changed the order of business and regular 1422 meeting schedule somewhat, provided for formal committee 1423 structures, incorporated rules for order and decorum, and otherwise 1424 articulated several processes which previously had been left to 1425 informal understanding. 1426 1427 1428 1429 Resolution No. 3778 Amendment of Commission Bylaws (as introduced October 13, 2020) Page 32 of 32
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