COMMISSION 
AGENDA MEMORANDUM                Item No.       6a 
ACTION ITEM                   Date of Meeting    August 15, 2017 
DATE:    May 24, 2017 
TO:     Dave Soike, Interim Chief Executive Officer 
FROM:   Mike Merritt, Commission Chief of Staff 
Paul J. White, Commission Clerk 
SUBJECT:  Amendment of Commission Bylaws 
ACTION REQUESTED 
Request Second Reading and Final Passage of Resolution No. 3733, a Resolution of the Port
Commission of the Port of Seattle amending Resolution No. 3611, as amended by Resolution
Nos. 3672, 3673, 3689, and 3690, the Seattle Port Commission Bylaws, regarding titles and
duties of officers and schedule of regular meetings. 
EXECUTIVE SUMMARY 
Resolution No. 3733 redefines the office of Commission Vice President as Chair of the
Commission's Audit Committee during the term of office and stipulates that the Vice President
automatically succeeds the President in the following calendar year. The resolution also revises
the Commission's monthly meeting schedule to reflect its current practice of meeting on the
second and fourth Tuesdays of the month. 
JUSTIFICATION and DETAILS 
Vice President 
There are two changes proposed in the attached amendment. The first defines the Vice
President as Chair of the Audit Committee and provides a succession plan in which the Vice
President succeeds the Commission President in the following calendar year. Essentially, the
Commission would be electing its President a year ahead of his or her taking office and would
be ensuring the President's familiarity with the Internal Audit process of the Port and the
Commission's role in oversight of that function. 
Under the current system of electing a new President every January, uncertainty regarding the
new office holder contributes to a lag of about two months before effective implementation of
the Commission's work plan for the coming year. It is hoped that determining the office holder
earlier will allow for advance planning and facilitate more effective pursuit of the Commission's
yearly policy priorities starting in January. 

Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No. _6a_                      Page 2 of 3 
Meeting Date: August 15, 2017 
The amendment provides for situations under which a Vice President may be unable to fulfill
the second-year role of Commission President by allowing the position to be filled at an
alternate time than the established election of officers at the first meeting of the year.
Situations that might require this provision include resignation of a Port Commissioner from the
office of Vice President or resignation from the office of Port Commissioner or failure of the
Vice President to be re-elected as a Port Commissioner in an election year. 
Because of the structural change in its officers, the resolution provides that this portion of the
Bylaws amendment will take effect only upon adoption of the resolution and further ratification
of a slate of officers to which the new obligations and terms will apply. That slate of officers will
be presented for a vote following Second Reading and Final Passage of the resolution. 
Monthly Meeting Schedule 
Although the Port Commission has not held three regular meetings a month since February
2015, the three-Tuesday schedule has remained on the books. The second substantive Bylaws
amendment removes the first Tuesday regular meeting. This date is currently favored for
meetings of the Northwest Seaport Alliance, a body that did not exist when the Bylaws were
last amended in April 2014. 
Officially changing the meeting schedule means that Commission staff will no longer have to
"cancel" the first Tuesday meeting of each month. Removing this legacy meeting date is
transparent and puts to rest any presumptions about the Commission's commitment to its
public meeting process. The second and fourth Tuesdays will continue to be regular meeting
dates for the Port of Seattle Commission at Pier 69 and the Airport, respectively. 
Because meetings of the Northwest Seaport Alliance, typically held on the first Tuesday of the
month, are not published on the Port's website alongside cancellations of the first Tuesday
meetings of the Port of Seattle Commission, it may not be clear to the public that these
cancellations represent a shifting of public discussion to the jurisdiction of the Alliance, rather
than a net reduction in overall public process attached to the governance of the Port of Seattle. 
Further Review 
Later in 2017, the Commission Clerk's work plan includes a comprehensive review of the
Commission's Bylaws. If further revisions are proposed, they may take the form of a further
amendment of the existing Bylaws, or a comprehensive replacement of the current text,
depending on the results of the review and the outcome of engagement with Port
Commissioners. 
FINANCIAL IMPLICATIONS 
There are no anticipated financial implications of the procedural changes included in this
Bylaws amendment. 

Template revised September 22, 2016; format updates October 19, 2016.

COMMISSION AGENDA  Action Item No. _6a_                      Page 3 of 3 
Meeting Date: August 15, 2017 
ATTACHMENTS TO THIS REQUEST 
(1)   Draft Resolution No. 3733 
(2)   Redline version of the proposed changes to the Commission Bylaws 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
June 27, 2017   The Commission discussed alternatives for Commission President
succession in a retreat setting. 
May 23, 2017  The Commission approved First Reading of Resolution No. 3733. 
April 8, 2014  The Commission adopted Resolution No. 3690, which revised Article V,
Section 6, to exempt from recording matters in executive session pertaining to
performance reviews and review of candidates for public employment. The order of
business in Article VI was amended to reflect current practice. Article V, Section 1, was
amended to clarify that executive sessions may be held at any time after convening of
a regular meeting. The place of meetings in Article V, Section 4, was also updated to
reflect current practice of holding special meetings at venues other than Pier 69.
Clarifying language amendments were made in Article II, Section 1; Article III,
Section 6; Article IV, Section 3; Article V, Section 6; Article VII, Sections 1, 2, and 3;
Article VIII, Section 3; Article VIII, Section 4; and Article IX, Section 1. 
January 7, 2014  The Commission adopted Resolution No. 3689, which revised Article II,
Section 1(m); Article III, Section 2; Article IV, Section 2; and various additional sections
to replace references to "President" with "Co-President" and to replace "Commission
Services Director" with "Chief of Staff." The order for temporarily filling the Chair in
the absence of the presiding officer was clarified. 
January 22, 2013  The Commission adopted Resolution No. 3673, as amended, which
revised Article III, Section 4, to update the process for filling a vacancy in the office of
Port Commissioner; added clarification to Article II, Section 1, paragraph (i) relating to
establishing positions on significant legislation; and revised Article II, Section 5,
relating to hiring and firing of Commission Office staff. 
December 4, 2012  The Commission adopted Resolution No. 3672, which inserted a new
paragraph (k) into Article II, Section 1, to include approval of charters of the Audit
Committee and Internal Audit Department as a Commission responsibility. 
March 24, 2009  The Commission adopted Resolution No. 3611, adopting bylaws governing 
the organization and transaction of business of the Port of Seattle Commission and
repealing all previous resolutions dealing with the same subject matter. 



Template revised September 22, 2016; format updates October 19, 2016.