RESOLUTION NO. 3681, as amended

A RESOLUTION of the Port Commission of the Port of
Seattle  establishing a revised  Code of
Ethics  for  Port  Commissioners  and
repealing all prior resolutions dealing with
the same subject, including Resolution No.
3583.

WHEREAS, high moral and ethical standards among public ofcials are

essential to good government; and

WHEREAS, a strong and clear code of ethics for Port Commissioners promotes

and strengthens the faith and condence of the people of King County in their elected

Port Commissioners, and assists the Commissioners in the performance of their public

duties; and

WHEREAS, the Port Commission believes that the Port of Seattle should hold its

Commissioners and employees to the highest moral and ethical standards; and

WHEREAS, the Port Commission strongly supports organizational policies and

procedures that maintain the public's trust and condence and ensure fair dealings in all

Port transactions; and

WHEREAS, the Port Commission of the Port of Seattle previously set forth an

amended Code of Ethics for Commissioners through the adoption of Resolution No. 3583

in 2007 and repealed all previous Codes of Ethics; and

WHEREAS, the Port Commission now wishes to adopt a revised Code of Ethics

for Port Commissioners and repeal Resolution No. 3583.

NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port

of Seattle as follows:

mm. The revised Code of Ethics for Port Commissioners is attached as

Exhibit A to this Resolution.

Mm- Resolution No. 3583 is hereby repealed.

ADOPTED by the Port Commission of the Port of Seattle at a duly noticed

meeting thereof, held this   '4" day of  Mug}            'LOl 3  and duly
,             ,

authenticated in open session by the signatures of the Commissioners voting in favor

thereof and the seal of the Port Commission. 

BILL BRYANT

COURTNEY GREGOIRE

TOM ALBRO

JOHN "creates-row

STEPHANIE BOWMAN


Port Commission

PORT OF SEATTLE
CODE OF ETHICS
FOR PORT CONINIISSIONERS

PREAMBLE.

This code of ethics ("Code") provides guidance in the event a conict arises

between a port commissioner's interests or behavior and the commissioner's

responsibility to the commission and the public.

It is assumed and expected that a commissioner will act in accordance with

applicable federal, state and local laws, and will strive to avoid even the appearance of

impropriety in the conduct of his/her ofce.

Ultimately, ethics are a matter of honesty, common sense and judgment. Neither

this, nor any other code, can be an adequate substitute for those attributes.

Commissioners are elected officials entrusted with public condence, and

ultimately questions involving a commissioner's behavior are a matter to be judged by

the electorate.  For that to happen, there must be transparent standards to refer to and

there must be mechanisms that provide the public with information. This Code attempts

to provide those standards and that framework.

Section 1.   Standard of Conduct.

A.   A port commissioner shall not transact any business of the port

commission or act on behalf of the port commission with respect to any matter that

requires port commission approval, without rst obtaining the commission's approval

pursuant to a public vote of the port commission or other port commission direction as

provided in a meeting open to the public.

B.   A port commissioner shall abide by the Port of Seattle's policies of equal

opportunity and nondiscrimination and is prohibited from engaging in unlawful sexual

or non-sexual harassment, workplace violence or retaliation against whistleblowers.

C.    A port commissioner shall not use Port of Seattle resources for personal

benet.  Incidental, limited or occasional use of port resources, especially electronic

media, is acceptable so long as the use is not for personal gain or benet.

Section 2.   Use of Office.

A.   A port commissioner shall not use his or her position to secure special

privileges or exemptions for himself, herself, members of his/her family or others.

B.    A port commissioner shall not knowingly use his or her ofce for personal

or family gain or prot.

C.   A port commissioner shall not disclose condential information gained

because of the port commissioner's position, nor may the port commissioner otherwise

use such information for personal or family gain or benet.

D.   A port commissioner shall not accept employment or engage in business

or professional activities that the port commissioner might reasonably expect would

require or induce him/her to disclose condential information acquired because of the

port commissioner's position.

Section 3.   Conicts of Interest.

A.   Special Consideration Prohibited.

Given port commissioners are elected to a part-time position, it is understood that

they are likely to have outside employment. At times, such employment may give rise to

conicts of interest. In such situations, the commissioner must disclose the conict prior

to any involvement and seek advice from the commission's outside counsel or the

commission's Ethics Board (Board) on whether a conict exists and on how best, if

appropriate, to recuse him or herself from port activities involving the issue.

B.   Appearance of Improprieg.

A port commissioner shall not request or otherwise seek special consideration,

treatment or advantage from others, or knowingly engage in activities which are in

conict, or which have the potential to create a conict, with the performance of ofcial

duties.  Examples of conicts, or potential conicts, of interest include (but are not

limited to) circumstances where the port commissioner:

1.  Inuences the selection or non-selection of, or the conduct of business

of, any entity doing business with the port, when the port commissioner or his/her family

has a nancial interest in that entity or any of its competitors.

2.  Solicits for himself/herself or for another, a gi or any other thing of

value (consistent with Section 6) from the port or from any person having dealings with

the port; provided that no conict of interest shall be deemed to exist with respect to

solicitations for campaign contributions required to be reported under Chapter 42.17

RCW or for charitable contributions.

3.  Accepts any retainer, compensation, gift or other thing of value which

is contingent upon a specic action or non-action by the port commission.

4.  Accepts a gi in any manner other than as provided in Section 6

below.

5.  Intentionally uses or discloses information not available to the general

public and acquired by reason of his/her ofcial position which nancially benets the

port commissioner, his/her family, iends or others.

C.   Financial Interest Prohibited.

No commissioner may have an undisclosed interest, nancial or otherwise, direct

or indirect, or engage in a business or transaction or professional activity, or incur an

obligation of any nature that is in conict with the proper discharge of the

commissioner's ofcial duties.

D.   Improper Compensation.

No commissioner may, directly or indirectly, ask for or give or receive or agree to

receive any compensation, gi, reward, or gratuity from a source for performing or

omitting or deferring the performance of any ofcial duty, unless otherwise authorized by

law.

Section 4.   Financial or Beneficial Interest.

A.   Contracts Prohibited.

No port commissioner or his/her immediate family (spouse, dependents) shall

(i) have an undisclosed nancial or benecial interest, direct or indirect, in any contract

which may be made by, through or under the supervision of the port commission, or

which may be made for the benet of the port, or (ii) accept, directly or indirectly, any

compensation, gratuity or reward in connection with the awarding of such a contract.

B.    Statutory Exceptions.

As provided in RCW 42.23.030, the prohibition in Section 4A shall not apply to:

1.  the fumishing of electrical, water or other utility services by the port,

where authorized under statute, at the same rates and on the same terms as are available

to the public generally;

2.  the designation of public depositories for port funds;

3.  the publication of legal notices required by law to be published by any

municipality, upon competitive bidding or at rates not higher than prescribed by law for

members of the general public;

4.  the letting of any other contract in which the amount received under

the contract by the port commissioner or the port commissioner's business does not

exceed one thousand ve hundred dollars ($1,500.00) in any calendar month; and

5.  the leasing of port property to a port commissioner or to a contracting

party in which a port commissioner or his/her immediate family has a nancial or

benecial interest, if in addition to all other legal requirements, a board of three

disinterested appraisers and the superior court in the county where the property is situated

nds that all the terms and conditions of such lease are fair to the port and are in the

public interest.  The appraisers must be appointed from members of the American

Institute of Real Estate Appraisers by the presiding judge of the superior court.

C.   Limitation on Voting.

A port commissioner may not vote on the authorization, approval or ratication of

a contract in which he/she or his/her immediate family has a nancial or benecial

interest even though one of the exemptions under Section 4B above allows the awarding

of such a contract.

D.   Remote Interest.

A port commissioner is not interested in a contract, for purposes of Section 4A

above and RCW 42.23.030, if the port commissioner has only a remote interest in the

contract and the extent of the interest is disclosed to the port commission and noted in the

ofcial minutes of the port commission prior to the formation of the contract, and

thereaer the port commission authorizes, approves, or raties the contract in good faith

by a vote of port commissioners sufcient for the purpose without counting the vote or

votes of the port commissioner(s) having the remote interest; provided, that Section 4D is

not applicable to any port commissioner interested in a contract, even if the port

commissioner's interest is only remote, if the port commissioner inuences or attempts to

inuence any other port commissioner or port employee to enter into the contract in

violation of this Code and state law. For purposes of Section 4D, a port commissioner

has a remote interest when the port commissioner:

1.  is a non-salaried ofcer of a nonprot corporation;

2.  is an employee or agent of a contracting party where the compensation

of such employee or agent consists entirely of xed wages or salary;

3.  is a landlord or tenant of an entity contracting with the port; and

4.  is a holder of less than one percent of the shares of, or interest in, a

business entity contracting with the port.

E.    Improper Contract Void.

Any contract made in violation of the provisions of Section 4 is void and the

performance thereof, in full or in part, by a contracting party shall not be the basis of any

claim against the port. Any port commissioner violating the provisions of Section 4 is

liable to the port for a penalty in the amount of ve hundred dollars ($500.00), in addition

to such other civil or criminal liability or penalty as may otherwise be imposed upon the

port commissioner by law.

F.    Censure.

In addition to all other penalties, civil or criminal, the violation by any port

commissioner of the provisions of Section 4 may be grounds for censure by the

commission and other appropriate legal proceedings.

Section 5.   Statement of Financial Affairs.

On or before April 15 of each year, or within fourteen (14) days of taking the oath

of ofce, each port commissioner shall le with the Washington State Public Disclosure

Commission a copy of a Statement of Financial Affairs prepared in satisfaction of the

requirements ofRCW 42.17.240-241, which shall be available for public inspection upon

written request.

Section 6.   Acceptance of Gifts.

A.   Gis Prohibited.

A port commissioner may not receive, accept, take, seek, or solicit, directly or

indirectly, any gift if it could be reasonably expected that the gi would inuence the

vote, action or judgment of the port commissioner, or be considered as part of a reward

for action or inaction.

B.   Acceptance on Behalf of Port of Seattle.

Consistent with RCW 53.08.110, a port commissioner may accept a gi of real

and personal property of any value for and on behalf of the port. Any gi so accepted

shall become the property of the port and not of the port commissioner.  A port

commissioner shall report the acceptance of any gift under this section to the port's

general counsel within thirty (30) days of receipt.

C.   Limitation on Gis.

A port commissioner may not accept gis, other than those specied in Section

6E, with an aggregate value in excess of y dollars ($50.00) from a single source in a

calendar year or a single gift from multiple sources with a value in excess of fty dollars

($50.00). For purpose of this section, "single source" means any person, whether acting

directly or through any agent or other intermediary, and "single gi" includes any event,

item or group of items used in conjunction with each other or any trip including

transportation, lodging, and attendant costs, not excluded from the denition of gift in

Section 6D. The value of gis given to a port commissioner's family or guest shall be

attributed to the port commissioner for the purpose of determining whether the limit has

been exceeded, unless an independent business, family, or social relationship exists

between the donor and the family or guest.

D.   Items Not Considered Gis.

The following items are excluded from the denition of gift and may be accepted

by a port commissioner or member of his/her family without constituting a violation of

the Code:

1.  Items from family or friends where it is clear beyond a reasonable

doubt that the item was not given as part of any design to gain or maintain inuence in

the port;

2.  Items related to the outside business of the port commissioner that are

customary and not related to the port commissioner's performance of ofcial duties;

3.  Items  exchanged  among  port  commissioners,  or  among  port

commissioners and port employees, or a social event hosted or sponsored by a port

commissioner or port employee for co-workers;

4.  Payments by a governmental or nongovernmental entity of reasonable

expenses incurred in connection with a speech, presentation, appearance, or trade mission

made in the port commissioner's ofcial capacity. As used in this Section "reasonable

expenses" are limited to travel, lodging, and subsistence expenses incurred the day before

through the day after the event;

5.  Items a port commissioner is authorized by law to accept, including,

but not limited to, items accepted in accordance with RCW 53.36.120-150 (promotional

hosting) or RCW 53.08.110 (gis to port);

6.  Payment of enrollment and course fees and reasonable travel expenses

attributable to attending seminars and educational programs sponsored by a bona de

governmental or nonprot professional, educational, trade or charitable association or

institution. As used in this Section "reasonable expenses" are limited to travel, lodging,

and subsistence expenses incurred the day before through the day aer the event;

7.  Items returned by the port commissioner to the donor within thirty (30)

days of receipt or donated to a charitable organization within thirty (30) days of receipt;

8.  Campaign contributions reported under chapter 42.17 RCW;

9.  Discounts available to a port commissioner as a member of an

employee group, occupation, or similar broad-based group;

10. Awards, prizes, scholarships, or other items provided in recognition of

academic or scientic achievement; and

11. Unsolicited tokens or awards of appreciation in the form of a plaque,

trophy, desk item, wall memento or similar item.

E.    Exceptions.

The following gifts are presumed not to inuence a port commissioner's action or

non-action on any matter and may be accepted without regard to the fty dollar ($50.00)

limit established above, without constituting a violation of the Code:

1.  Unsolicited owers, plants, and oral arrangements;

2.  Unsolicited advertising or promotional items of nominal value, such as

pens and note pads;




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3.  Unsolicited items received by a port commissioner for the purpose of

evaluation or review, if the port commissioner has no nancial or benecial interest in

the eventual use or acquisition ofthe item by the port;

4.  Informational material, publications, or subscriptions related to the

recipient's performance of ofcial duties;

5.  Food and beverages consumed at hosted receptions where attendance

is related to the port commissioner's ofcial duties, including admission to, and the costs

of food and beverages consumed at, events sponsored by or in conjunction with a civic,

charitable, governmental, or community organization.  Provided, that where the gi

exceeds fty dollars ($50.00) on a single occasion, it shall be reported as required in

RCW 42.17.241(1)(1); and

6.  Unsolicited gifts from dignitaries from another state or a foreign

country and intended to be personal in nature.

F.    Rebuttable Presumption.

The presumption that acceptance of the gifts listed in this section inuences a port

commissioner's action or non-action on any matter is rebuttable and after review by the

Board may be overcome based on the circumstances surrounding the giving and

acceptance of the Gift.

Section 7.   Former Port Commissioners.

Former port commissioners ("former commissioners") engaging in transactions

with the port shall do so with the standards of ethical conduct and in accordance with this

Code.


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A.   Special Consideration Prohibited.

A former commissioner shall not request or otherwise seek special consideration,

treatment or advantage from port staff or port commissioners.

B.   Appearance of Special Consideration.

A former commissioner shall avoid circumstances in which, to a reasonable

person, it might appear that the former commissioner is requesting or otherwise seeking

or receiving special consideration, treatment or advantage from port staff or port

commissioners.

C.   Appearances Before Commission.

For one (1) year after termination of port commission service, a former

commissioner may not appear before the port commission on behalf of another individual

or entity, whether or not for compensation of any kind, in relation to any case,

proceeding, application or matter in which such former commissioner participated during

his/her period of port commission service: Provided, that if after public discussion and a

nding by the commission that the public or the port's interests would be better served,

the commission may waive this provision if so requested by a former commissioner.

D.   Participation in Contracts with Port of Seattle.

For one (1) year aer termination of port commission service, a former

commissioner may not have a direct or indirect nancial or benecial interest in any

contract that was made by, authorized or funded by port commission action in which the

former commissioner participated during the period of port commission service.


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E.    Participation in Competitive Selection Process.

For one (1) year after termination of port commission service, a former

commissioner may not participate as a competitor in any competitive selection process

for a port contract in which the former commissioner participated in any way while

serving on the port commission.

F.    Disclosure Requirements.

For one (1) year after termination of port commission service, a former

commissioner must disclose his or her past port commission service before participating

in any port action. The disclosure shall be made in writing to the commission's outside

counsel who will notify the commission.

G.   Use of Condential Information.

For one (1) year after termination of port commission service, a former

commissioner must disclose his or her past port commission service before participating

in any port action. The disclosure shall be made in writing to the commission's outside

counsel who will notify the commission.

H.   Emploment.

No former commissioner may accept an offer of employment or receive

compensation from an employer if the former commissioner knows or has reason to

believe that the offer of employment or compensation was intended, in whole or in part,

directly or indirectly, to inuence the former commissioner or as compensation or reward

for the performance or nonperformance of a duty by the former commissioner during the

course of port commission service.

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I.       Appearance of Improprieg in Employment.

No former commissioner may accept an offer of employment or receive

compensation from an employer if the circumstances would lead a reasonable person to

believe the offer was made, or compensation given, for the purpose of inuencing the

performance or nonperformance of duties by the former commissioner during the course

of the former commissioner's service on the port commission.

J.      Employer Dened.

As used in this Section, "employer" means any individual, partnership,

association, corporation, rm, institution, or other entity, whether or not operated for

prot, or any other entity or business that an individual owns or in which the individual

has a controlling interest.

Section 8.   Board of Ethics.

A.   Formation and Purpose.

The port commissioners shall appoint a Board of Ethics ("Board") to ensure

proper and consistent implementation of this Code.

B.   Complaints.

Any person, including without limitation port commissioners, port employees and

members of the public, may submit a written complaint alleging a violation of the Code

to the commission president, or in the event of an allegation involving the president to the

vice president, specifying one or more alleged violations by a commissioner of this Code.

Complaints may also be submitted through the Port of Seattle Ethics and Compliance

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Hotline.  Every complaint, except a complaint submitted through the Ethics and

Compliance Hotline, must include the complainant's correct name, an address at which

mail can be delivered to the complainant, and a daytime telephone number.  Anyone

submitting a complaint may be asked for additional information about the complaint by

the Board and shall cooperate with the Board in providing pertinent information. The

Board shall maintain condentiality relating to a complaint or the substance of any

investigation until the Board completes its review of the complaint and provides its report

to the Commission.

C.   Powers.

The Board shall provide guidance whether a factual situation involving a

commissioner presents a violation of the Code when requested by that commissioner.

The Board shall initially consider all complaints to determine whether the

complaint was properly submitted and warrants investigation. Complaints that are not

properly submitted or that present no reasonable basis for the conclusion that the Code

has been violated shall be dismissed. Ifthe Board determines that the complaint warrants

investigation, it may conduct the investigation itself or delegate the performance of the

investigation to an appropriate individual or rm.

The Board or delegated investigator shall promptly conduct its investigation. The

Board or delegated investigator may request that individuals or rms appear before the

Board or delegated investigator to answer questions and provide information, including

any form of recorded information. The Board or delegated investigator may require that

commissioners answer questions and provide information, including any form of

recorded information.


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The delegated investigator shall report to the Board its factual ndings and

conclusions about whether a violation of the Code occurred. In addition, the delegated

investigator may make recommendations about necessary corrective action. Following

an investigation, the Board shall make its factual ndings and conclusions about whether

a violation of the Code occurred, and shall determine whether it will recommend any

corrective action. Corrective action recommendations may include without limitation a

recusal of a commissioner from voting on certain topics, a reprimand or public censure of

a commissioner, a referral of the matter to appropriate law enforcement authorities, and

other action necessary to obtain compliance with the Code and restore public condence

in the proper functioning of the commission. The Board may elect to adopt the delegated

investigator's conclusions and recommendations, if any, or the Board may adopt its own

ndings, conclusions and recommended corrective action. The Board may determine

following the investigation that no violation of the Code is presented and dismiss the

complaint. The Board shall report in writing its ndings, conclusions and if necessary

recommended corrective action, to the commission.

In making its recommendation regarding corrective action, the Board shall take

into account whether the violation substantially and improperly inuenced the port

commission's or the Port of Seattle's actions, the cost of the violation to the Port of

Seattle, the nature of the violation, and any other pertinent factors, including mitigating

factors.

C.   Composition, Terms, Vacancies.

The Board shall be composed of three (3) members ("Board Members"). Each

Board Member shall be selected by majority vote of the port commission in open session.


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None of the Board Members shall be a port commissioner or port employee. The term of

ofce for each Board Member shall be three (3) years.  The Board shall elect a

chairperson annually. Vacancies on the Board, whether occurring by death, resignation,

removal or expiration of term, shall be lled by the port commission by majority vote in

open session. In lling any vacancy or making any appointment to the Board, the port

commission shall strive to select members with diverse perspectives and areas of

expertise and experience appropriate to the review of ethical matters, and who are of

good general reputation and character.

D.   Quorum, Meetings, Procedures.

Two Board Members shall constitute a quorum.  The Board shall adopt

procedures consistent with the provisions of this Code governing the conduct of meetings

investigations, hearings and the issuance of opinions, reports and corrective action.

E.    Disclosure.

The Board may report to the port commission in executive session in accordance

with Chapter 42.30 RCW.   The port commission shall release any written

recommendations prepared by the Board to the public with any redactions the port

commission, in its discretion, deems necessary to protect privacy consistent with Chapter

42.56 RCW and other public disclosure laws.

F.    Removal of Board Member.

A Board Member may be removed for just cause by a majority vote of the port

commission, after written charges have been served on the Board Member and a hearing



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has been held by the port commission. A public hearing shall be held at the request of

the Board Member.

G.   Reimbursement and Per Diem.

Board Members shall be reimbursed by the port for pre-approved and reasonable

expenses incurred in the exercise of ofcial Board business and shall be paid a per diem

equal to the per diem paid commissioners. The port shall provide sufcient investigative

and administrative support to enable the Board to reasonably carry out its duties

hereunder.

Section 9.   Denitions.

Throughout this Code, the following denitions shall apply.

A.   Compensation.

Anything of economic value, however designated, that is paid, loaned, granted, or

transferred, or to be paid, loaned, granted, or transferred for, or in consideration of

personal services to any person.

B.    Condential Information.

Specic information that is not available to the general public on request or

information made condential by law.

C.   Financial or Benecial Interest.

A creditor, debtor or ownership interest (including without limitation, ownership

evidenced by stock purchase) in an amount or value in excess of $1,500.00, or any

employee, consultant or partnership arrangement, except a remote interest; provided that

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an owner of an interest in a mutual or other pooled investment fund or in any employee

or retirement benet plan (including Without limitation, pension plans, prot sharing

plans and deferred compensation plans) shall not be deemed to have a Financial or

Benecial Interest in any component investment within the fund or plan where the owner

of the interest:  (1) has no right to control or inuence the selection of component

investments; and (2) has not inuenced the selection of component investments; and (3)

has not created or used the fund or plan to subvert the intent of this Code. The term

Financial or Benecial Interest also includes any option to purchase real or personal

property and the value of an option shall be the market value of the property which is the

subject of the option.

D.   Ofcial Duty.

Those duties of a port commissioner as dened by the Port or by statute or the

State Constitution.

E.    Participate.

To participate in an action or a proceeding personally and substantially as a port

commissioner, through approval, disapproval, decision, recommendation, the rendering

of advice, investigation, or otherwise.

F.    Person.

Any individual, partnership, association, cooperative, corporation or other

business entity.




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