6a resolution
Agenda Item No. __6a_reso_____ Meeting Date December 5, 2017__ 1 RESOLUTION NO. 3742 2 3 A RESOLUTION of the Port Commission of the Port of Seattle adopting bylaws 4 governing the organization and transaction of business of 5 the Port of Seattle Commission and repealing Resolutions 6 No. 3611, 3672, 3673, 3689, 3690, 3733, and all other 7 resolutions dealing with the same subject matter. 8 9 WHEREAS, the voters of King County authorized and approved the formation of a port 10 district co-extensive with King County to be known as the Port of Seattle in a special election 11 on September 5, 1911; and 12 13 WHEREAS, the Port of Seattle Commission is the legally constituted governing body of 14 the Port of Seattle; and 15 16 WHEREAS, the commission now wishes to revise, update, and reorganize its bylaws to 17 reflect its current policies and practices; 18 19 NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of Seattle that 20 the current Port of Seattle Commission Bylaws, last amended on August 15, 2017, be replaced 21 in their entirety by the text attached as Exhibit A. 22 23 ADOPTED by the Port Commission of the Port of Seattle at a duly noticed public meeting 24 thereof, held this ______ day of _______________________________ , 2017, and duly 25 authenticated in open session by the signatures of the commissioners voting in favor thereof 26 and the seal of the commission. 27 28 29 30 31 32 33 34 35 36 37 38 Port of Seattle Commission Page 1 of 25 39 EXHIBIT A to Resolution 3724 40 41 PORT of SEATTLE COMMISSION BYLAWS 42 As proposed for introduction on December 5, 2017 43 44 Article I Object 45 46 1. The Port of Seattle was chartered by the voters of King County as a port district by special 47 election on September 5, 1911. The Port of Seattle is a special-purpose municipal 48 corporation of the State of Washington that is governed by the Port of Seattle Commission. 49 The Port of Seattle Commission is authorized to perform its responsibilities under Title 53 50 RCW, and is charged with the responsibility to fulfill particular legislatively mandated 51 purposes and objectives. 52 53 2. These bylaws constitute the rules governing the transaction of business by the duly elected 54 Port of Seattle Commission. Commissioners shall faithfully, ethically, and transparently 55 perform all duties of office and shall abide by the principle that public service is a public 56 trust. It is the goal of these bylaws to outline the transaction of business in a way that 57 appropriately safeguards the rights of the majority, minority, and individual within the body 58 politic of the Port of Seattle Commission. 59 60 3. Commissioners shall safeguard the mission of the Port of Seattle as a public agency whose 61 primary mission shall be to invest public resources to advance trade and commerce, 62 promote industrial growth, preserve limited maritime and aviation resources of unique 63 value for port uses, stimulate economic development, and create jobs. This mission 64 depends upon the transportation of people and goods by air, water, and land, commitment 65 to environmental stewardship, and collaboration with neighboring communities. It ensures 66 economic vitality and a sustainable quality of life for all of the people of King County and 67 the Puget Sound region. 68 69 70 Article II Commissioners 71 72 1. Membership. The members of the Port of Seattle Commission shall be those commissioners 73 duly elected pursuant to the laws of the State of Washington. Election and terms of port 74 commissioners shall be pursuant to applicable law. As elected officials, each commissioner 75 shall exercise the responsibilities of office and be accountable to the general public, the 76 electors of the port district, and one another. 77 78 2. Collegiality. The commission governs the Port of Seattle only when a quorum of its 79 membership is assembled in a properly noticed public meeting and action is taken by the 80 required vote. It is the right of the individual or the minority of commissioners to dissent 81 from the will of the majority, just as it is the right of the majority to act by whatever vote is 82 needed for passage of a question. Commissioners are independently elected and have the Page 2 of 25 83 right to voice personal opinions on matters under consideration or that are pending final 84 action by the commission. Commissioners have the right to express opinions that differ 85 from the decision of the majority of the commission, provided that each commissioner 86 transparently distinguishes his or her individual opinion from the collective decisions of the 87 commission as a whole. 88 89 3. Oath of office. Pursuant to the requirements of RCW 29A.60.280, newly elected 90 commissioners shall take the oath of office required by law during the time period defined 91 by law. The oath shall be administered by a notary public holding the position of 92 commission clerk. Another person qualified to administer oaths may administer the oath of 93 office to newly elected commissioners when compliance with the legally required time 94 period necessitates it. In addition to taking the oath of office required by statute, the 95 commission may arrange for a second, ceremonial opportunity for newly elected 96 commissioners to take their oath of office in a public setting. Provided such commissioners 97 have already taken the oath in the manner required by applicable law, any person may 98 administer the oath in such a ceremonial setting. 99 100 4. Transparency pledge. Annually, prior to the first public meeting of the year, each 101 commissioner shall execute the following transparency pledge: 102 103 As a duly elected Port of Seattle commissioner, I am responsible for ensuring that 104 the Port of Seattle, a public agency of the state of Washington, conducts its business 105 in the open in compliance with the state's Open Public Meetings Act, Chapter 42.30 106 RCW. In fulfillment of my duties to the commission as a body, and in recognition of 107 my responsibilities as an elected official serving the citizens of King County, I give my 108 personal commitment to fostering and maintaining a culture of accountability and 109 transparency within the commission, among Port of Seattle employees, and 110 between the Port of Seattle and the citizens of King County. Therefore, I affirm my 111 commitment to openly governing the Port of Seattle pursuant to the Open Public 112 Meetings Act and the state's Public Records Act (Chapter 42.56 RCW). As a 113 commissioner, I will support and advance policies and practices that increase the 114 Port's openness and accountability and expand citizenaccess to the port's decision- 115 making consistent with the intent of the Open Public Meetings Act. Signed this ____ 116 day of ____ , ____ , for the term of January 1 through December 31, ____ . 117 Commissioner ____ 118 119 5. Ethical behavior, conflict of interest, recusal procedure. 120 121 (a) Commissioners shall uphold the standard of conduct described in the Port of Seattle 122 Code of Ethics for Port Commissioners and shall avoid conflicts of interest and the 123 appearance of conflicts of interest when performing their duties as port commissioners. 124 Procedures related to alleged misconduct and potential conflict of interest are 125 described in the Port of Seattle Code of Ethics for Port Commissioners, implementation 126 of which is ensured by the commission's officers and an independent Board of Ethics. Page 3 of 25 127 (b) If conflicts of interest arise, commissioners shall resolve the conflict pursuant to the 128 requirements of the Code of Ethics for Port Commissioners, including whennecessary, 129 recusing themselves from any consideration and voting upon the issue that creates the 130 conflict. When recusing, a commissioner shall announce the conflict or apparent conflict 131 of interest prior to deliberation on the matter subject to recusal. Unless a recusing 132 commissioner's presence during a public meeting is required in order to preserve a 133 quorum, the commissioner shall leave the meeting room during consideration of 134 business subject to the conflict and may return upon its completion. Abstention from 135 voting does not presume recusal, and is described further in Article VI, Section 2. 136 137 6. Vacancy in office. 138 139 (a) A vacancy in the office of port commissioner may occur as provided in Chapter 42.12 140 RCW or by nonattendance at meetings of the port commission for a period of 60 days 141 unless excused by the port commission. In the event a vacancy in the office of port 142 commissioner occurs, such vacancy shall be filled in accordance with RCW 53.12.140 143 pursuant to Chapter 42.12 RCW and other applicable law. The remaining commissioners 144 shall fill the vacancy by appointment no later than 90 days after the creation of the 145 vacancy. If the vacancy is created due to a commissioner resigning his or her position, 146 the commission shall appoint a new commissioner within 90 days of the effective date 147 of the resignation. 148 149 (b) Solicitation of applications. The commission shall take the following steps upon 150 provision of a notice of resignation or the creation of a vacancy in the office of port 151 commissioner. Within five business days, the commission shall solicit applications to fill 152 the vacancy by issuing a press release and posting a request for applications on the Port 153 of Seattle website. Applications shall be solicited from citizens in King County interested 154 in being considered for the appointment. All applications for the appointment shall be 155 submitted to the port commission by the deadline noted in the commission's request 156 for applications. 157 158 (c) Review and selection of candidates. The commission shall review the applications and 159 shall obtain background investigations of the applicants. The commission may conduct 160 interviews in public of the most qualified candidates. The commission shall fill the 161 vacancy by selecting one candidate by majority vote of its membership in a public 162 meeting. 163 164 (d) Vacancy in office of three or more commissioners. When a majority of the 165 commissioner positions fixed by law are vacant, the provisions of RCW 42.12.070 and 166 applicable law shall govern the filling of the vacancies. 167 168 (e) Appointment until the next election. As provided in Chapter 29A.24 RCW, each person 169 appointed to serve in the office of commissioner shall serve until a qualified person is 170 elected at the next election at which a member of the governing body normally would Page 4 of 25 171 be elected. The person elected shall take office immediately and serve the remainder of 172 the unexpired term. 173 174 7. Outside boards and commissions. Commissioners may serve on external port-related 175 boards and commissions. No more than two commissioners shall serve on the same 176 external board or commission at the same time in order to avoid having a quorum of 177 commissioners at the meetings of such a board or commission. The process for determining 178 committee and external board and commission assignments in consultation with 179 commissioners is described in Article V, Section 3. The president shall make these 180 assignments as described in Article III, Section 5, and shall consider the following factors 181 when determining participation and length of service for commissioners on external boards 182 and commissions: 183 184 (a) The membership and office-holding requirements of the external boards in question; 185 186 (b) The interests of individual commissioners in serving on various external boards; and 187 188 (c) Whether the port commission is adequately represented on the external boards and 189 commissions needed to effectively advocate for the interests of the Port of Seattle. 190 191 192 Article III Officers 193 194 1. All officers shall serve at the pleasure of the Port of Seattle Commission and shall carry out 195 the responsibilities described in these bylaws. Commission officers may be censured or 196 removed from office at any public meeting of the port commission legally convened in 197 accordance with applicable laws and these bylaws. The Code of Ethics for Port 198 Commissioners shall identify the procedures for addressing complaints of misconduct, 199 abuse of authority, and neglect of the duties of office by officers. If a majority of the 200 commissioners determine that an officer should be censured or removed from office, this 201 decision shall require a vote of the majority of commissioners as prescribed by applicable 202 law and these bylaws. 203 204 2. Election. At the first meeting of each calendar year, the commission shall elect a vice 205 president and secretary. As described elsewhere in this article, the vice president shall 206 succeed to the office of president in the following calendar year at the expiration of his or 207 her term as vice president. 208 209 3. Term of office. An officer's term shall run from the date of election until the end of the 210 calendar year. 211 212 4. Commission officer vacancy. 213 214 (a) In the event that a commission officer resigns or is removed from the office of Page 5 of 25 215 president, vice president, or secretary, a commissioner may be selected to serve out the 216 officer's uncompleted term and shall so serve until the end of the calendar year. When 217 such vacancies arise, they may be filled at any regular or special meeting of the 218 commission. During the temporary absence of any commission officer, the officer next 219 in line shall assume the duties of the absent officer in an acting capacity in the following 220 order of succession, provided that this order of succession does not apply to meetings 221 of committees composed of fewer than a quorum of the port commission: 222 223 (b) In the physical absence of the president, the vice president temporarily shall assume 224 the duties of the president. 225 226 (c) In the physical absence of the vice president, the secretary temporarily shall assume the 227 duties of the vice president. 228 229 (d) In the physical absence of both the president and vice president, the secretary 230 temporarily shall assume the duties of the president. 231 232 5. Duties of the president. 233 234 (a) Order and decorum. The president shall preside over all public meetings and executive 235 sessions of the Port of Seattle Commission and shall be responsible for maintaining 236 order and decorum in accordance with the provisions of these bylaws. 237 238 (b) Preliminary agenda. The president shall authorize the formation of the commission's 239 preliminary public meeting agenda and shall propose the agenda for commission 240 approval on the day of the meeting in the appropriate order of business. 241 242 (c) Notice of meetings. The president shall authorize the issuance of such legal notices of 243 public meetings as may be required by law and these bylaws. 244 245 (d) Supervision of commission staff. Acting on behalf of the commission, the president shall 246 supervise the commission chief of staff, who in turn shall be responsible for the 247 organization and management of the staff of the office of the commission. Prior to 248 executing any hiring and firing decisions with respect to the professional staff of the 249 office of the commission, all commissioners shall be notified of the proposed decision 250 and a reasonable opportunity shall be given for commissioners to consult on such 251 decisions as time and circumstances warrant. 252 253 (e) Committee and external board appointments. In consultation with individual 254 commissioners, the president annually shall appoint commissioners to serve on and 255 chair standing or special committees and to serve on external boards and commissions, 256 subject to the considerations described In Article II, Section 7. As described in these 257 bylaws, the chair of the audit committee shall be the vice president, and therefore the 258 president does not appoint this position. The procedures for consultation and Page 6 of 25 259 appointment of commissioners to committees or external boards and commissions shall 260 be pursuant to the requirements of these bylaws related to committee structure. 261 262 (f) Commission spokesperson. The president shall be the spokesperson for the commission 263 in expressing views held collectively by the Port of Seattle Commission that have been 264 established by action taken in public session. The president may delegate this role on a 265 case-by-case basis. Article VI, Section 3 describes the procedures to be used for 266 informal polling of commissioner opinions when circumstances prevent formal action in 267 public session. 268 269 (g) Signature of instruments. On behalf of the commission, the president shall sign all 270 proclamations adopted in public session. The president shall execute all agreements 271 required in the normal course of fulfilling his or her duties. The president shall sign all 272 official correspondence and other instruments on behalf of the commission that are 273 consistent with the opinions or policy direction of the commission established by public 274 action. 275 276 (h) Other duties of the president. The president shall perform other duties incidental to the 277 office of the president, as established from time to time by the Port of Seattle 278 Commission. 279 280 6. Duties of the vice president. 281 282 (a) Succession to president. The vice president shall succeed the president for the 283 subsequent calendar year. If he or she is unable to fill the office of president in the 284 calendar year following the completion of his or her term as vice president, the 285 commission shall elect another commissioner to serve as president. A motion to elect a 286 president under these circumstances shall be in order as soon as reasonably possible 287 after the commission learns that the vice president will be unable to serve as president. 288 289 (b) Audit committee chair. The vice president shall serve as chair of the commission's audit 290 committee. For this reason, the president shall not appoint the chair of the audit 291 committee. 292 293 (c) Other duties of the vice president. The vice president shall perform other duties 294 incidental to the office of the vice president, as established from time to time by the 295 Port of Seattle Commission. 296 297 7. Duties of the secretary. 298 299 (a) The secretary shall oversee the proper recording of official actions of the Port of Seattle 300 Commission and shall oversee the distribution, retention, and disposition of such 301 records as described in these bylaws. To carry out this responsibility, the secretary shall 302 coordinate with a commission clerk. The secretary shall present minutes for approval to Page 7 of 25 303 the commission and shall attest to the authenticity of approved minutes by signature. 304 When the secretary is physically absent, the presiding officer shall so attest. 305 306 (b) Other duties of the secretary. The secretary shall perform other duties incidental to the 307 office of the secretary, as established from time to time by the Port of Seattle 308 Commission. 309 310 8. Duties of the commission clerk. 311 312 (a) There shall be a staff position to perform the duties of a commission clerk. The 313 commission clerk shall be supervised by the commission chief of staff. The work of the 314 commission clerk shall support the secretary as the officer responsible for overseeing 315 the recording of actions of the Port of Seattle Commission. 316 317 (b) Legal notices. Subject to authorization of the president, as described in Section 5, the 318 commission clerk shall ensure the posting, distribution, retention, and disposition of 319 port commission public meeting notices as may be required by law and these bylaws. 320 321 (c) Minutes. The commission clerk shall ensure the recording, distribution, retention, and 322 disposition of records of the official actions of the Port of Seattle Commission in 323 accordance with applicable law and best practices. 324 325 (d) Catalogs and indices. The commission clerk shall ensure the collection and cataloguing 326 of policy directives and governance-related resolutions of the Port of Seattle 327 Commission. He or she shall coordinate with the office of the port's executive director 328 to ensure that policies and procedures promulgated by the executive leadership of the 329 port are regularly reviewed for conformity with such policy directives. The commission 330 clerk shall maintain such indices of the records of the port commission as are 331 considered appropriate to accommodate the normal course of business. At a minimum, 332 the commission clerk shall maintain indices of actions of the port commission contained 333 in its minutes, and the subject matter of adopted resolutions, policy directives, and 334 other formal motions. 335 336 (e) Record holder. The commission clerk shall be the record holder and custodian of the 337 commission's approved minutes, adopted resolutions, proclamations, formal motions, 338 policy directives, and Delegation of Responsibility and Authority to the Executive Director 339 (General Delegation of Authority). The commission clerk shall be responsible for the 340 recording, distribution, retention, and disposition of these records and any related indices 341 pursuant to the procedures provided for in these bylaws. The commission clerk also shall 342 be the record holder of certificates of election of port commissioners, commission 343 transparency pledges, lists of commissioner assignments to commission committees and 344 external boards and commissions, and secondary copies of commissioner oaths of office, 345 which shall be recorded with the King County recorder's office. 346 Page 8 of 25 347 (f) Port seal. The commission clerk shall be the custodian of the official Seal of the Port of 348 Seattle and shall affix its impression on official instruments whenever required. 349 350 (g) Administration of oaths. The commission clerk shall be the ordinary administrator of 351 the oath of office for newly elected port commissioners as required pursuant to RCW 352 29A.60.280, shall ensure the recording of such oaths with the King County Recorder's 353 Office, and shall provide other notarial services as required in the regular course of 354 business. If the commission clerk is not available to administer the oath of office during 355 the time period required pursuant to RCW 29A.60.280 or other law, another official 356 authorized to administer oaths pursuant to Chapter 5.28 RCW may administer the oath, 357 a copy of which shall be provided to the commission clerk for submission to the 358 recorder's office. The provisions of this section are intended to ensure compliance with 359 legal requirements and do not preclude additional public oath-of-office ceremonies. 360 361 (h) Notice of adjournment. When circumstances prevent assembly of a quorum of port 362 commissioners at the scheduled place or time, the commission clerk shall call the 363 scheduled meeting to order exclusively for the purpose of adjourning to another time 364 or location and shall ensure the posting of a notice of adjournment as described 365 elsewhere in these bylaws. 366 367 (i) Public comment. When the public is invi ted to comment pursuant to the provisions of 368 law or these bylaws, the commission clerk shall assemble a list of speakers. 369 370 (j) Roll-call votes. When a vote by roll call is required pursuant to the rules of order, the 371 commission clerk shall call the roll, announce the result to the presiding officer, and 372 record the votes so cast. The presiding officer shall announce the decision of the 373 commission on any motion. 374 375 (k) Parliamentarian. When questions of order arise, the commission clerk may advise the 376 presiding officer at the officer's discretion based on the commission's rules of order and 377 established parliamentary authority. 378 379 (l) Other duties of the clerk. The commission clerk shall perform other duties consistent 380 with the responsibilities of a municipal clerk as may be required from time to time. 381 382 (m) Delegation of duties. The duties of the commission clerk may be performed on a 383 temporary basis by a deputy commission clerk or suitable delegate, as circumstances 384 require. 385 386 Page 9 of 25 387 Article IV Meetings 388 389 1. Public meetings. 390 391 (a) All meetings of a quorum of port commissioners shall be open to the public as required 392 by law and these bylaws; provided deliberations may be closed to the public pursuant 393 to the exemptions provided for explicitly in state law and in accordance with the 394 procedures required by statute and these bylaws. 395 396 (b) Record of proceedings. A record of all actions of the port commission taken during its 397 public meetings shall be kept by the commission clerk and shall be made available to 398 the public in the form of minutes approved by the port commission. When the 399 commission has approved the minutes of a meeting, the minutes so approved shall 400 represent the sole, final, and considered determination of the commission as to the 401 actions contained therein, superseding all statements made by commissioners at the 402 meeting. Unless prevented by extenuating circumstances, regular meetings shall, and 403 special meetings may, be recorded electronically. 404 405 2. Quorum. A majority of the persons holding the office of port commissioner at any time 406 shall constitute a quorum of the port commission for the transaction of business. No 407 business of the port commission shall be transacted unless there are in office at least a 408 majority of the full number of commissioners fixed by law, except as otherwise may be 409 provided for by law. No action defined by statute as the transaction of the official business 410 of a public agency shall occur in the absence of a quorum. In the absence of a quorum, 411 individual commissioners may participate in informational presentations. Such 412 presentations are not deliberations of the Port of Seattle Commission, and comments made 413 by individual commissioners in this context are not directions binding on the executive 414 director or other agents of the Port of Seattle. In the event a public meeting is interrupted 415 by the loss of a quorum of commissioners, the presiding officer shall announce that the 416 commission meeting has been adjourned or recessed due to the absence of a quorum 417 before continuing with further informational presentations. 418 419 3. Absences. 420 421 (a) Failure to attend port commission meetings for a period of 60 days unless excused by 422 the commission shall constitute a vacancy in office as described in RCW 53.12.140. 423 When commissioners are absent from meetings in order to attend to other port 424 business, such absences shall be deemed excused. Absences shall be noted in the 425 meeting minutes as either "excused" or "absent." 426 427 (b) Remote participation. Commissioners shall attend public meetings of the Port of Seattle 428 Commission in person unless prevented from doing so by extenuating circumstances. 429 Commissioners who are unable to attend in person may participate in meeting 430 deliberations electronically or by telephone, provided the commissioner can interact in Page 10 of 25 431 deliberations and be heard by the other commissioners and others attending the 432 meeting. Commissioners participating in a meeting in this manner shall be counted for 433 purposes of establishing a quorum and shall vote on all matters put for a decision as 434 long as they are present at the time of the vote. Except in cases of special meetings 435 called to deal with an emergency involving injury or damage to persons or property or 436 the likelihood of such injury or damage as described in RCW 42.30.080, at least one 437 commissioner shall be physically present to preside over a public meeting when other 438 commissioners are participating electronically or by telephone. 439 440 4. Regular meetings. 441 442 (a) Date, place, and time. Regular meetings of the Port of Seattle Commission shall be held 443 on the second and fourth Tuesdays of every month except December. In December, 444 regular meetings shall be held on the second and third Tuesdays. The meeting held on 445 the second Tuesday of the month shall be held at port headquarters at Pier 69, 2711 446 Alaskan Way, Seattle, Washington. When a regular meeting is held on the fourth 447 Tuesday of the month, it shall be held at the conference center at Seattle-Tacoma 448 International Airport, 17801 International Boulevard, Seattle, Washington. The meeting 449 held on the third Tuesday of December shall be held at the conference center at 450 Seattle-Tacoma International Airport, 17801 International Boulevard, Seattle, 451 Washington. Regular public meetings shall be convened at 12:00 noon. When an 452 executive session is to be held, the regular meeting may convene at 11:00 a.m. and 453 shall immediately recess to an executive session that shall be closed to the public, after 454 which the public session shall reconvene at 12:00 noon. When a regular meeting falls on 455 a holiday, such regular meeting shall be rescheduled as soon as possible thereafter. 456 Regular public meetings held pursuant to the schedule described in this section shall 457 not require additional publication of notice; however, notice similar to that provided for 458 special meetings may be provided for regular meetings. 459 460 (b) Cancellation. Regular or special meetings may be cancelled by authorization of the 461 president or by written request of a majority of the membership of the commission. 462 Such a request shall be provided to the president and the commission clerk at least 25 463 hours in advance of the scheduled convening time of the meeting to be cancelled. The 464 commission clerk shall issue notice of such cancellations no later than 24 hours in 465 advance of the scheduled convening time pursuant to the same procedures required for 466 notice of special meetings. Meetings requiring cancellation less than 24 hours in 467 advance of the scheduled convening time due to extenuating circumstances shall be 468 convened at the scheduled time and immediately adjourned as otherwise provided for 469 in this section. 470 Page 11 of 25 471 5. Order of business for regular meetings. 472 473 (a) The order of business for regular meetings shall be as follows, subject to the conditions 474 specified in this section: 475 476 Call to Order 477 Executive Session 478 Approval of the Agenda 479 Executive Director's Report 480 Public Comment 481 Unanimous Consent Calendar 482 Special Orders 483 Authorizations and Final Actions 484 Presentations, Reports, and Staff Briefings 485 Questions on Referral to Committee 486 Adjournment 487 488 (b) Call to order. At the time specified by notice or these bylaws, the presiding officer shall 489 call the meeting to order, announce the date, location, and convening time, and 490 announce the presence of those commissioners constituting a quorum. When using the 491 regular order of business, upon establishing a quorum, the presiding officer shall 492 announce any absences and shall lead the commissioners and public assembled in 493 reciting the Pledge of Allegiance to the Flag before continuing with other public 494 business. 495 496 (c) Executive session. An executive session closed to the public may be held as described 497 elsewhere in these bylaws for the purposes permitted by state law. When an executive 498 session is held prior to transacting public business pursuant to the procedures in these 499 bylaws, the commission shall reconvene in public session and may again recess into 500 executive session as provided for by law. 501 502 (d) Approval of the agenda. Following convening of the public session of a meeting using 503 the regular order of business, the presiding officer shall call for approval of the day's 504 agenda by putting the question for the revision of the proposed agenda. If any 505 commissioner objects to the day's agenda, the commissioner shall offer an amendment 506 to add to, remove from, or reorder items on the preliminary agenda. If there are no 507 amendments offered for the day's agenda, the proposed agenda shall be deemed 508 approved without objection. Any commissioner present at the time of approval of the 509 agenda may remove an item from the consent calendar for separate consideration and 510 vote. Removal of an item from the consent calendar by a commissioner shall not 511 require a vote of the other commissioners attending the meeting unless the proposal is 512 to remove the item from the day's agenda altogether. Any other amendments to the 513 agenda shall be decided in the order moved and shall require a second to be 514 considered. The approved agenda, including any successful amendments, shall Page 12 of 25 515 constitute the specific order of the day. Upon approval of the agenda, proposed 516 motions requesting commission approval or authorization on the agenda shall be 517 considered filed with the commission clerk, in the possession of the commission, and 518 shall not be withdrawn or amended except by a vote of a majority of the membership. 519 Further changes to the approved agenda may be made later in the meeting and shall 520 require a two-thirds vote for passage. Items shall not be added to the agendas of 521 special meetings at the time of approval of the agenda. 522 523 (e) Executive director's report. The executive director may make a brief report and 524 announcements to the commission on matters relevant to commission deliberations 525 prior to consideration of the orders of the day. 526 527 (f) Public comment. The commission may accept public comment at a regular or special 528 meeting and shall accept public testimony during public hearings and at other times as 529 required by law. Submission of written comment to the commission shall be 530 encouraged. 531 532 (g) Unanimous consent calendar. Items on the consent calendar shall include routine 533 matters and actions considered by the president to have general consensus of all 534 commissioners, including approval of the minutes of prior meetings available for 535 commission approval. Resolutions may be included on the consent calendar for final 536 adoption if they are routine and considered by the president to have general consensus 537 of all commissioners, have been introduced on a prior day, and do not require a public 538 hearing or amendment. Items on the consent calendar shall not be subject to discussion 539 or debate and shall be decided by a single vote. Any commissioner present at the time 540 of consideration of approval of the agenda may request removal of an item from the 541 unanimous consent calendar for separate consideration and vote. Items removed from 542 the consent calendar for separate consideration and vote shall become special orders 543 for the day and shall be taken up following those items previously scheduled for 544 consideration as special orders. 545 546 (h) Special orders. Special orders of business are items designated to be considered at a 547 particular time in the orders of the day. Special orders of business shall be listed on the 548 day's agenda and mayinclude presentations or recognitions of a ceremonial nature, 549 stakeholder engagement sessions, policy roundtables, public hearings, or any actions 550 the commission chooses to take up at a special time on its agenda. 551 552 (i) Authorizations and final actions. Requested authorizations and other final actions 553 requiring a decision by the commission shall be listed on the day's agenda and shall be 554 considered in their regular order. Authorizations and final actions laid on the table may 555 be taken from the table by a vote of a majority of the membership during the same 556 session or shall become special orders of business at the next regular meeting of the 557 commission or at the meeting specified in the motion to lay on the table. 558 Page 13 of 25 559 (j) Presentations, reports, and staff briefings. Presentations not requiring immediate final 560 action shall be considered during the order of presentations, reports, and staff 561 briefings. Final action may be taken on such matters by a majority vote of the 562 membership only when all commissioners are present to participate in the meeting. 563 564 (k) Questions on referral to committee. Matters referred to committees for 565 recommendation in advance of public consideration by the commission may be 566 discharged from committee pursuant to the provisions of Article V. 567 568 (l) Adjournment. Provided there is no further scheduled business to transact, the 569 commission shall adjourn without the need for a motion for adjournment. 570 571 6. Special meetings. 572 573 (a) Any meeting held at a time or location other than as described for a regular meeting 574 pursuant to these bylaws constitutes a special meeting of the Port of Seattle 575 Commission. Special meetings may be called at any time by the president or a majority 576 of the membership of port commissioners, provided notice is issued by the commission 577 clerk in the manner prescribed by law not later than 24 hours in advance of the 578 convening time of a special meeting. The date, time, and location for convening such 579 meetings shall be described in the notice for the special meeting as required pursuant 580 to Chapter 42.30 RCW. The call for a special meeting shall include a description of the 581 business to be transacted during the special meeting and final action shall not be taken 582 on any other matter at such meeting. A special meeting may follow the order of 583 business prescribed for a regular meeting. 584 585 (b) Waiver of notice. Written notice issued at least 24 hours in advance of convening a 586 special meeting shall not be required when a special meeting is called to deal with an 587 emergency involving injury or damage to persons or property as described in 588 RCW 42.30.080. The requirement to issue written notice at least 24 hours in advance of 589 convening a special meeting may be dispensed with in the case of any commissioner 590 who files with the commission clerk a written waiver of notice prior to the convening of 591 such meeting. Such written notice may also be dispensed with as to any commissioner 592 who is actually present at the time of convening the special meeting. The written waiver 593 of notice shall include the commissioner's signature or similar authentication and shall 594 state the date, time, location, and description of the business to be transacted at the 595 special meeting. The commission clerk shall provide forms for executing notice waivers. 596 597 (c) [intentionally left blank] 598 599 (d) Special meetings called by a quorum of commissioners. When a majority of the 600 membership of the commission calls a special meeting, the commissioners calling the 601 meeting shall notify the president and commission clerk in writing of their intention to 602 convene the special meeting. The written request shall indicate the place and time for Page 14 of 25 603 convening the special meeting and a description of the business to be transacted. This 604 information shall be included in the notice for the special meeting pursuant to the 605 notice requirements of law and these bylaws. Final action shall not be taken on any 606 other matter at such meeting. Such a written notification to call a special meeting by a 607 majority of the membership of the commission shall be delivered to the commission 608 clerk at least 25 hours prior to the convening time of such a special meeting. No special 609 meeting called pursuant to the procedures in these bylaws shall commence earlier than 610 24 hours after the time of posting of the required meeting notice. 611 612 (e) Special meetings; community engagement. At least twice every year, the commission 613 shall hold special meetings for the purpose of engaging the publicin the consideration 614 of matters relevant to the work of the Port of Seattle. The meeting locations, times, and 615 agendas shall be appropriate to the intended participants and shall comply with 616 applicable law and these bylaws. 617 618 7. Adjournment or continuation of a public meeting. Regular and special meetings may be 619 adjourned or continued pursuant to the notice requirements of Chapter 42.30 RCW. When 620 a meeting is so adjourned and provided members of the public are present at the time of 621 the adjournment or continuation, the presiding officer or the commission clerk shall 622 announce the place and time to which the meeting is to be adjourned or continued. An 623 order of adjournment shall be posted on or near the door of the room where the meeting 624 was adjourned or continued immediately following the announcement of adjournment or 625 continuation. If no members of the public are present at the time the meeting is adjourned 626 or continued, the announcement may be dispensed with and a copy of the order shall be 627 posted as described here. 628 629 8. Executive sessions. 630 631 (a) Executive sessions shall be closed to the public pursuant to the limitations imposed by 632 state law, including but not limited to the Open Public Meetings Act, Chapter 42.30 633 RCW. No final actions shall be taken during an executive session. Executive sessions 634 may be held only during a regular or special meeting of the port commission and may 635 be held at any time following convening of the public meeting in accordance with the 636 procedures required by statute and described in these bylaws. 637 638 (b) Recessing to executive session; public present . The following procedure shall apply 639 when an executive session is conducted prior to transacting the other business of a 640 regular or special meeting and when the public is present in the scheduled location of 641 the public meeting. A quorum of port commissioners shall assemble at the location of 642 the executive session. Once the required quorum is present and the published time for 643 convening the regular or special meeting has arrived, the presiding officer and the 644 commission clerk shall meet in the scheduled location of the public meeting and the 645 presiding officer shall call the meeting to order. If the required quorum of 646 commissioners is present at the location of the executive session but not immediately Page 15 of 25 647 present in the scheduled location of the public meeting, the presider shall announce 648 that such a quorum is present. The presiding officer shall announce the number of 649 topics to be discussed in executive session and identify them sufficiently to establish 650 their legal exemption from public deliberation. The announcement shall provide an 651 estimate of the time at which the public session will reconvene, and the public meeting 652 will then immediately stand in recess. The time announced for reconvening the special 653 or regular meeting shall not be earlier than the time otherwise published for 654 commencement of the public session of such a regular or special meeting in accordance 655 with the notice requirements of Chapter 42.30 RCW. 656 657 (c) Recessing to executive session; public not present. The following procedure shall apply 658 when an executive session is conducted prior to transacting the other business of a 659 regular or special meeting and when the public is not present in the scheduled location 660 of the public meeting. A quorum of port commissioners shall assemble at the location 661 of the executive session. Once the required quorum is present and the published time 662 for convening the regular or special meeting has arrived, the commission clerk shall 663 notify the presiding officer that there are no members of the public assembled in the 664 scheduled location of the public meeting, and the announcement procedures of 665 Subsection (b) above may be dispensed with. Under these circumstances, a notice 666 listing the matters to be discussed in executive session and noting the applicable legal 667 exemptions from public deliberation shall be posted on or near the door of the 668 scheduled location of the public meeting. This notice shall include the time previously 669 published for reconvening of the public session of the regular or special meeting as 670 required under Chapter 42.30 RCW. 671 672 (d) Extension of executive session. The following procedure shall apply when an executive 673 session is conducted prior to transacting other public business of a regular or special 674 meeting and the length of the executive session requires extension by more than five 675 minutes. The presiding officer shall return to the public meeting room and announce, or 676 may designate the commission clerk to announce, the extension of the executive 677 session pursuant to the requirements of Chapter 42.30 RCW. The announcement of 678 extension shall include a revised time for reconvening the public session, and a quorum 679 of commissioners shall not reconvene the public session at a time earlier than so 680 announced. When an executive session is so extended, a revised notice listing the 681 updated time for reconvening the public session, the matters to be discussed in 682 executive session, and the applicable legal exemptions from public deliberation shall be 683 posted on or near the door of the scheduled location of the public meeting. 684 685 686 Article V Committees 687 688 1. The commission may at any time establish such standing or special committees as it deems 689 necessary for the transaction of business. Except as otherwise prescribed in these bylaws, 690 the composition and leadership of committees shall be determined by the president. To Page 16 of 25 691 ensure compliance with Chapter 42.30 RCW and other applicable law related to open public 692 meetings, committees shall include not more than two commissioners and the presence of 693 both commissioners shall be required to establish a quorum for the purpose of conducting 694 the committee's business. Additional committee members may be appointed from among 695 port staff, public stakeholders, or subject matter experts, as appropriate to the scope of the 696 work of the particular committee. Non-commissioners on a committee shall not be counted 697 for purposes of establishing a quorum and shall not vote on any question put to the 698 committee. 699 700 2. Charter required. Every committee shall be established by adoption of a charter that shall 701 include the following information: 702 703 (a) The name of the committee; 704 705 (b) Whether meetings of the committee shall be open to the public; 706 707 (c) If applicable, a schedule of regular committee meetings; 708 709 (d) The scope of the committee's work; 710 711 (e) The extent to which the committee is legally authorized to act on behalf of the 712 commission; 713 714 (f) Whether the committee is authorized to hold public hearings or other public 715 engagement activities; 716 717 (g) The duration of the committee's work; 718 719 (h) Specific outcomes or recommendations expected of the committee in the conduct of its 720 business; and 721 722 (i) Which staff of the Port of Seattle Commission shall support the committee's work. 723 724 3. Committee membership. As noted in Article III above, the president shall appoint 725 commissioners to serve on or chair standing or special committees and on external boards 726 and commissions. Committee and external board and commission assignments shall be 727 developed in consultation with other commissioners according to the following guidelines: 728 729 (a) No later than December 1, the vice president, acting in the capacity of president-elect, 730 shall forward to commissioners expecting to serve on the Port of Seattle Commission in 731 the following calendar year a list of committees and external boards and commissions 732 available for commissioner participation in the new year. The list shall be sent to any 733 newly elected commissioners for whom election results have been certified by 734 December 1. The list shall include the name of the standing or special committee of the Page 17 of 25 735 commission and the names of all known available external boards and commissions, a 736 brief description of the group, and the current commissioner assignments, if any. The 737 vice president shall ask commissioners to consider service on the listed groups in the 738 coming year and to propose their ranked preferences for such service. 739 740 (b) By no later than December 15, commissioners shall consider and propose in writing 741 their ranked preferences for service on the various committees, boards, and 742 commissions and may propose service on additional committees, boards, or 743 commissions as well. Care shall be taken during the consultation process to comply with 744 legal requirements applicable to open public meetings. The deadline for responding 745 may be extended by consultation with the vice president. 746 747 (c) Having in mind those considerations described above and consulting further with 748 individual commissioners as needed, the vice president shall prepare a preliminary list 749 of committee, board, and commission assignments. 750 751 (d) No later than the second Tuesday of January, the president shall distribute a 752 preliminary list of assignments for commission committees, and external boards and 753 commissions to commissioners. Commissioners shall have seven days to review the 754 preliminary assignments and may propose revisions. 755 756 (e) During the commission's public meeting on the fourth Tuesday of January, or if such 757 meeting is cancelled, at the commission public meeting next held, the president shall 758 announce that assignments to committees and external boards and commissions have 759 been made, and a copy of the list of assignments shall be entered upon the record of 760 the meeting. 761 762 (f) Assignments to committees and external boards and commissions may change during 763 the year, and the commission clerk shall maintain an updated list, noting the dates and 764 the nature of any revisions. Change s to such assignments shall be made only after 765 consulting the commissioners affected, and the president shall provide the commission 766 clerk with written notice of any changes. 767 768 4. Standing committees. The charter for a standing committee shall be adopted by resolution, 769 and such resolution shall add such committee to the list of standing committees included in 770 these bylaws. Standing committees shall conduct their business in meetings open to the 771 public with notice provided pursuant to Chapter 42.30 RCW and the notice requirements of 772 these bylaws. The standing committees of the Port of Seattle Commission are the following: 773 774 (a) Audit Committee 775 776 5. Special committees. Special committees are those committees established at any time by 777 the commission which have a limited purview and limited duration of existence. The 778 charter of a special committee shall be adopted by a formal written motion and shall Page 18 of 25 779 include the classes of information specified for inclusion in any committee charter as 780 described in these bylaws. A special committee legally empowered to act on behalf of the 781 commission, conduct hearings, or take testimony or public comment shall conduct its 782 business in meetings duly noticed and open to the public. Special committees need not 783 meet in public session when their membership is less than a quorum of commissioners and 784 they are not legally authorized to act on behalf of the commission as described above. 785 786 6. [intentionally left blank] 787 788 7. Attendance at committees by additional commissioners. Because the presence of three or 789 more commissioners at any meeting results in the assembly of a quorum of the port 790 commission, commissioners shall refrain from attending committees to which they are not 791 assigned. When circumstances compel attendance of more than two commissioners at a 792 meeting of a standing or select committee, the additional commissioner(s) planning to 793 attend shall notify the commission clerk in writing of their intention to attend the meeting. 794 Notice to the commission clerk shall be provided at least 25 hours in advance of the time 795 set for convening the meeting. The commission clerk shall provide public notice of the 796 committee meeting where a quorum of commissioners will be present pursuant to the 797 requirements of law and these bylaws. 798 799 8. Record of committee proceedings and recommendations. Standing and special committees 800 shall keep records of actions taken and assigned during their deliberations and final 801 recommendations made to the commission. These records shall be prepared by the staff 802 person identified in the committee's charter as its staff coordinator and shall be 803 authenticated by the signature of the committee chair. The commission clerk shall be the 804 record holder for these records and shall make them available for public review. Final 805 recommendations of standing or special committees shall be placed on the agenda of a 806 commission public meeting as soon as practicable and may be discussed by the commission 807 in public session. Unless prevented from doing so by extenuating circumstances, standing 808 committees shall record their deliberations electronically. 809 810 811 Article VI Rules of Order 812 813 1. Parliamentary authority. The rules contained in the current edition of Robert's Rules of 814 Order Newly Revised shall govern the commission in all cases to which they are applicable 815 and in which they are not inconsistent with these bylaws and any special rules of order the 816 commission may adopt. 817 818 2. Voting. 819 820 (a) It shall be the responsibility of each commissioner to vote on all questions put for 821 action. Commissioners may abstain for a ny stated reason and shall recuse themselves 822 when appropriate to do so because of the appearance of a conflict of interest or Page 19 of 25 823 because of an actual conflict of interest. Commissioners shall announce their reasons 824 for abstaining or recusing themselves from a consideration of a matter pursuant to the 825 requirements of these bylaws. Abstentions are neither "yeas" nor "nays" and shall not 826 be counted as part of the vote of the commission. Commissioners who abstain from the 827 consideration of a matter because of the appearance of a conflict of interest or because 828 of an actual conflict of interest shall be subject to rules pertaining to recusal described 829 in Article II, Section 5. 830 831 (b) Motion required. The commission shall transact its business only by motion made by 832 any commissioner, including the presiding officer, participating in a public meeting. A 833 motion is a proposal to take an action, whether verbalized or formalized in writing, such 834 as in the form of a resolution or by written motion. Motions shall be decided by the 835 vote prescribed by law, these bylaws, or applicable parliamentary authority. The 836 decision of the commission shall be announced by the presiding officer. Only 837 instructions in the form of a motion adopted by the required vote shall be binding on 838 the executive director or other agents of the Port of Seattle. 839 840 (c) Motions to be seconded. Motions shall require a second to be considered, unless 841 exempt from the need for a second by the adopted parliamentary authority or the 842 provisions of these bylaws. 843 844 (d) Majority vote. In all cases where a majority vote is required for passage of any question, 845 it shall require an affirmative vote of a majority of the commission's membership to 846 pass. 847 848 (e) Voting procedure. A vote by voice shall be sufficient for the passage of any matter, 849 provided any commissioner may call for a vote by roll call as described in Article III, 850 Section 8. Votes shall be indicated by "yea" for approval or "nay" for objection. 851 852 (f) Unanimous consent. The commission may act by unanimous consent when support for 853 passage of an action is clearly unanimous. In such cases "yeas" and "nays" need not be 854 called for, provided the presider calls for objections and no objections are voiced. 855 Actions taken by unanimous consent are decisions of the commission. The outcome of 856 an action taken by unanimous consent shall be announced by the presider and shall be 857 recorded in the minutes as taken "without objection." A single objection to action by 858 unanimous consent shall put the question to a voice vote, or, if requested by any 859 commissioner, a roll-call vote. 860 861 3. [intentionally left blank] 862 863 4. Excusing absences. Those commissioners announced by the presider as excused shall be 864 deemed excused by unanimous consent of the commissioners present provided there is no 865 objection. Upon receipt of an objection to a commissioner's status as excused or absent, 866 the presider may correct his or her previous announcement. If there is a further objection Page 20 of 25 867 or if there is any confusion as to the subject commissioner's status as excused or absent, 868 the presider shall put the question for approval to record the subject commissioner as 869 excused. 870 871 5. Amendment of questions. Once a motion has been made or a requested action filed by 872 virtue of its inclusion on an approved agenda, it shall be modified only by amendment. Any 873 commissioner, including the presiding officer, may offer an amendment to a question that 874 is subject to amendment. A mendments other than simple amendments to procedural 875 motions shall be offered in writing and their content repeated by the presiding officer prior 876 to taking a vote on the amendment as a subsidiary question. Amendments shall be subject 877 to a vote for adoption. Amendments that are not controversial and have clear unanimous 878 support may be adopted by unanimous consent, provided they are submitted in writing and 879 are repeated when the presiding officer announces the outcome of the vote. Amendments 880 adopted by unanimous consent shall be recorded in the minutes as adopted "without 881 objection." Amendments are subsidiary questions and shall be considered after acceptance 882 of a motion and second on the main question to which they are attached and shall be 883 decided before the vote on the main question. 884 885 6. Resolutions. 886 887 (a) The port commission shall take action by resolution for actions that are required by law 888 to be in resolution form; that repeal or amend actions previously taken by resolution; 889 that establish or revise policy directives or governance structures; or that are actions of 890 a legislative character, as defined by law and below. 891 892 (b) Form of resolutions. Resolutions shall be consecutively numbered and shall include a 893 title representative of the resolution's intent with reference to all prior resolutions 894 amended or repealed; a preamble of "whereas" clauses stating the rationale for the 895 action to be taken; a "resolved" clause organized into sections as needed and asserting 896 the proposed action; and a section indicating the date of public adoption with places to 897 affix signatures and the impression of the port seal. The commission clerk shall maintain 898 a form for drafting of resolutions as approved for use by legal counsel. 899 900 (c) Matters of a legislative character. For the purposes of this section, "actions of a 901 legislative character" shall include interagency agreements requiring the corresponding 902 governmental entity to adopt the interagency agreement by ordinance or take similar 903 legislative action as required by law. 904 905 (d) A resolution shall be introduced and adopted by separate votes on the introduction of 906 the resolution and the adoption of the resolution. No resolution shall be adopted on the 907 same day upon which it is introduced, except by unanimous consent of all 908 commissioners as described in these bylaws. Once a motion for introduction of a 909 resolution has been made or a resolution has been introduced through its inclusion on 910 an approved agenda, it shall be modified only by amendment. Commissioners may give Page 21 of 25 911 their consent to adopt a resolution on the same day it is introduced in person at the 912 meeting during which final passage of the resolution is sought or, in the case of 913 commissioners absent from such meeting, by advance written consent. Written consent 914 for a vote on final passage of a resolution at the same meeting as its first introduction 915 shall include the resolution number or series of numbers, a brief description of the 916 resolution(s), the date of the meeting for which such consent is given, and the name 917 and signature or similar authentication of the commissioner giving consent. Such 918 written consent shall be included in the record of the meeting for which the written 919 consent concerning the resolution is granted. 920 921 (e) The commission clerk shall provide a form for the giving of consent to adoption of a 922 resolution on the same day it is introduced. 923 924 (f) The commission clerk shall maintain adopted resolutions pursuant to required retention 925 schedules, shall provide for the numbering and indexing of resolutions by subject and 926 date of adoption, and shall make all resolutions available for public review. 927 928 7. Written motions. Motions that are not procedural in nature shall be submitted in writing 929 for consideration by the commission. Written motions shall include action requests 930 submitted in a commission agenda memorandum and attached to an approved agenda; 931 ceremonial proclamations as described in Section 8 of this article; and amendments to main 932 questions documented on forms provided for that purpose. The commission clerk shall 933 keep a record of adopted formal motions of the Port of Seattle Commission, which shall be 934 sequentially numbered; shall include a brief title and text of the motion and may include a 935 statement in support of the motion; and shall be indexed and made available for public 936 review. 937 938 8. Proclamations. The commission may from time to time take actions of a ceremonial nature 939 by proclamation. Adopted proclamations shall be signed by the commission president and 940 shall have the port seal affixed. 941 942 9. Limitation on debate. As a board of less than twelve members, the Port of Seattle 943 Commission may allow any commissioner to speak multiple times on any subject under 944 consideration. Before a commissioner speaks twice on the same subject, the other 945 commissioners shall have an opportunity to speak on that subject in turn. A motion to limit 946 debate may be made. The motio n shall stipulate the amount of time to which 947 commissioner comment will be limited and requires a two-thirds vote for passage. 948 949 10. Order and decorum. The presiding officer shall be responsible for maintaining order and 950 decorum during public meetings. Commissioners shall address motions and procedural 951 inquiries to the presiding officer and may address staff and guest presenters directly during 952 consideration of a particular matter, provided they have been recognized by the presider. 953 Those speaking during consideration of any matter shall limit remarks to the matter at 954 hand, avoiding personalities, vulgarity, insults, inflammatory language, comment about Page 22 of 25 955 others' motives, criticism of past actions, and other comments not germane to the 956 discussion of the matter at hand. During a public meeting or hearing, commissioners shall 957 refrain from engaging in dialog with speakers offering public comment, but may request 958 further information or consultation from the presiding officer or appropriate staff 959 representative on a topic raised during comment. 960 961 11. Rules governing public comment. 962 963 (a) Persons wishing to address the commission shall sign up to testify on lists provided by 964 the commission clerk and shall identify the specific agenda item or subject to be 965 addressed. Recorded comment and the identity of speakers shall be public records 966 subject to the disclosure requirements of Chapter 42.56 RCW. The names of speakers 967 shall be recorded in the minutes of the public meeting. 968 969 (b) The time allotted for public oral comment shall be limited to a total of 45 minutes, 970 unless extended at the commission's discretion. The presiding officer may limit the time 971 allotted to each person, may limit the number of persons speaking on any topic, may 972 limit the time allotted to any topic, may limit oral comment to those with new 973 information to present, or may otherwise limit oral comment in the interest of order 974 and decorum, subject to the will of the commission. 975 976 (c) Testimony related to a public hearing shall be heard during the corresponding public 977 hearing, which shall be listed on the day's agenda. The commission may accept further 978 oral public comment at other times on the agenda as deemed appropriate by consent 979 of a majority of the membership. 980 981 (d) Persons providing oral public comment shall approach the podium or testimony table 982 when recognized by the presiding officer and shall use the microphones provided. Each 983 speaker shall repeat his or her name for the record, shall identify the agenda item or 984 subject to be addressed, and shall address remarks to the commission as a body. 985 986 (e) Disruptions of commission public meetings are prohibited. Disruptions include but are 987 not limited to the following: 988 989 (i) Refusal of a speaker to comply with the allotted time set for the individual speaker's 990 public comment; 991 (ii) Outbursts from members of the public who have not been recognized by the 992 presiding officer for public comment; 993 (iii) Delaying the orderly conduct or progress of the public comment period, including 994 interfering with the testimony of others; 995 (iv) Directing remarks to the audience; 996 (v) Holding or placing of a banner or sign in the commission meeting room in a way that 997 endangers others or obstructs the free flow of persons attending the commission 998 meeting; Page 23 of 25 999 (vi) Leaving the podium or testimony table to physically approach commissioners or 1000 staff during one's public comment, provided that speakers may offer written 1001 materials to the commission clerk for distribution before, during, or after their 1002 testimony to commissioners and may approach the commission clerk to ask 1003 questions or for direction; 1004 (vii) Any behavior that disrupts, disturbs, or otherwise impedes attendance at a 1005 commission public meeting. 1006 1007 (f) If a meeting is interrupted by a disruption as described in these bylaws so as to render 1008 the orderly conduct of the meeting not feasible, the presiding officer may recess the 1009 meeting or adjourn the meeting to another location pursuant to the provisions of 1010 Article IV, Section 7, of these bylaws and may order the meeting room cleared. If a 1011 meeting is adjourned due to an interruption, commissioners and staff shall leave the 1012 meeting room until the meeting is reconvened. 1013 1014 12. Questions for which objection requires offering of an amendment. As noted in these 1015 bylaws, the following are motions that are normally decided by unanimous consent and 1016 which require that objection be accompanied by the offering of an amendment to the main 1017 question: 1018 1019 (a) Approval of the agenda. The form for the question for approval of the agenda shall be 1020 put as a call for revisions to the preliminary agenda as proposed, followed by a brief 1021 pause. Objection shall take the form of an amendment to add to, remove from, or 1022 reorder items on the preliminary agenda. 1023 1024 (b) Excusing absences. The form for excusing absences shall be put as an announcement of 1025 those present, absent, and excused, followed by a brief pause. Objection shall take the 1026 form of an amendment to the presiding officer's announcement. 1027 1028 (c) Approval of the minutes. Minutes typically shall be included on the unanimous consent 1029 calendar. When removed from the consent calendar for separate consideration, the 1030 question shall be on approval of the minutes as proposed and circulated to 1031 commissioners in advance. Objection shall take the form of the offering of an 1032 amendment to correct the record contained in the minutes as proposed. All 1033 commissioners present at the time of the vote to approve the minutes and any 1034 amendments offered to the proposed minutes shall vote on the question put, 1035 regardless of their presence or absence from the meeting for which the subject minutes 1036 have been prepared. 1037 1038 13. Questions requiring unanimous consent of all commissioners. As noted elsewhere in these 1039 bylaws, the following motions require unanimous consent of the membership, whether 1040 present or absent, and an objection has the effect of defeating the question: 1041 1042 (a) [intentionally left blank] Page 24 of 25 1043 (b) Motion to allow adoption of a resolution on the same day it is introduced, as described 1044 in Article VI, Section 6. 1045 1046 14. The waiver of any rule contained in these bylaws shall require either an affirmative vote of 1047 two-thirds of those voting or the vote explicitly stipulated in these bylaws, whichever is 1048 more restrictive. 1049 1050 1051 Article VII Amendment of Bylaws 1052 1053 1. Amendment by resolution. These bylaws may be amended by the commission by resolution 1054 duly adopted. 1055 1056 2. Publication. The commission clerk shall revise the bylaws to reflect amendments made 1057 from time to time, shall record a history of revisions to the bylaws, shall make the bylaws 1058 available for public review, and shall maintain an index to the content of the bylaws. 1059 1060 3. At least once every three years, the commission shall refer the bylaws to a governance 1061 committee for review and recommendation as to any needed revisions. Page 25 of 25
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