1                       PORT COMMISSION BYLAWS REVISION 
2                             PROPOSED AMENDMENTS 
3                For consideration on December 12, 2017, prior to Second Reading 
4 
5 
6    AMENDMENT 1  proposed by Commissioner Albro 
7 
8    (Revises text in sections 1 and 3 of the Object statement.) 
9 
10   In Article 1, Section 1, delete "The Port of Seattle was chartered by the voters of King County as
11   a port district by special election on September 5, 1911. The Port of Seattle is a special-purpose
12   corporation of the State of Washington that is governed by the Port of Seattle Commission. The
13   Port of Seattle Commission is authorized to perform its responsibilities under Title 53 RCW and
14   is charged with the responsibility to fulfill particular legislatively mandated purposes and
15   objectives." 
16 
17   And insert in lieu thereof the following: The Port of Seattle was chartered by the voters of King
18   County as a port district by special election on September 5, 1911, as a special-purpose
19   municipal corporation of the State of Washington. The Port of Seattle Commission is vested
20   with all port powers and governs the Port of Seattle in accordance with Title 53 RCW to fulfill
21   particular legislatively mandated purposes and objectives. 
22 
23   And in Article 1, Section 3, delete "Commissioners shall safeguard the mission of the Port of
24   Seattle as a public agency whose primary mission shall be to invest public resources to advance
25   trade and commerce, promote industrial growth, preserve limited maritime and aviation
26   resources of unique value for port uses, stimulate economic development, and create jobs. This
27   mission depends upon the transportation of people and goods by air, water, and land,
28   commitment to environmental stewardship, and collaboration with neighboring communities.
29   It ensures economic vitality and a sustainable quality of life for all of the people of King County
30   and the Puget Sound region." 
31 
32   And insert in lieu thereof the following: Commissioners shall serve the public and uphold the
33   mission of the Port of Seattle as a public agency to create jobs by advancing trade and
34   commerce, promoting industrial growth, and stimulating economic development. 





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35   AMENDMENT 2  proposed by Commissioner Albro 
36 
37   (Revises the text in Article 2, Section 2, Collegiality.) 
38 
39   In Article 2, Section 2, before "governs the Port of Seattle" insert: exercises port powers and 
40 
41   (The amendment in context:) 
42 
43        Collegiality. The commission exercises port powers and governs the Port of
44        Seattle only when a quorum of its membership is assembled in a properly
45        noticed public meeting and action is taken by the required vote. 















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46   AMENDMENT 3  proposed by executive staff 
47 
48   (Creates an option to place actions on the consent calendar if the authorization amounts are
49   between $300,000 and $1 million and construction contract extensions are between 60 and
50   120 days and allows them to be offered in a single action request.) 
51 
52   In Article 4, Section 5(g), after "donot require a public hearing or amendment" insert the
53   following: The consent calendar may include any action for which the requested dollar
54   amount of the authorization lies between the value threshold delegated to the executive
55   director (generally $300,000) and $1,000,000 or for which construction contract time
56   extensions are requested between 60 days and 120 days and staff may submit an agenda
57   memorandum for multiple actions of this kind with a brief description of each action. 
58 
59   (The amendment in context:) 
60 
61        Unanimous consent calendar. Items on the consent calendar shall include
62        routine matters and actions considered by the president to have general
63        consensus of all commissioners, including approval of the minutes of prior
64        meetings available for commission approval. Resolutions may be included on the
65        consent calendar for final adoption if they are routine and considered by the
66        president to have general consensus of all commissioners, have been introduced
67        on a prior day, and do not require a public hearing or amendment. The consent
68        calendar may include any action for which the requested dollar amount of the
69        authorization lies between the value threshold delegated to the executive
70        director (generally $300,000) and $1,000,000 or for which construction contract
71        time extensions are requested between 60 days and 120 days and staff may
72        submit an agenda memorandum for multiple actions of this kind with a brief
73        description of each action. Items on the consent calendar shall not be subject to
74        discussion or debate and shall be decided by a single vote. Any commissioner
75        present at the time of consideration of approval of the agenda may request
76        removal of an item from the unanimous consent calendar for separate
77        consideration and vote. Items removed from the consent calendar for separate
78        consideration and vote shall become special orders for the day and shall be
79        taken up following those items previously scheduled for consideration as special
80        orders. 





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81   AMENDMENT 4  proposed by commission staff 
82 
83   (Articulates a procedure for handling technical aspects of 24-hour meeting notice when waiver
84   of written notice in invoked under RCW 42.30.080.) 
85 
86   In Article 5, Section 6, insert the following new subsection (c): 
87   When special meetings are called with less than 24 hours' notice pursuant to notice waiver
88   under this section, written notice shall be posted as far ahead of convening such a special
89   meeting as practicable through the usual methods required by law and these bylaws. If a
90   special meeting is called with less than 24 hours' notice, other than to deal with an
91   emergency involving injury or damage to persons or property as described in RCW 42.30.080,
92   and any commissioner has not filed a written waiver of notice as prescribed in this section,
93   and such commissioner is not present when the special meeting convenes, the special meeting
94   shall immediately adjourn to a time that is not less than 24 hours later than the actual time of
95   posting the written notice for such a special meeting. The procedures for adjourning a special
96   meeting shall apply under these circumstances as described by law and these bylaws. 













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97   AMENDMENT 5  provided based on comments from Commissioner Gregoire 
98 
99   (Restores the requirement to record executive sessions. This feature was not carried forward
100   into the proposed revised text. Annual monitoring by outside counsel is not proposed at this
101   time.) 
102 
103   In Article 4, Section 8, insert a new subsection (b) as follows and renumber the subsequent
104   subsections: 
105   Recording of executive sessions. Executive sessions shall be recorded electronically, and the
106   general counsel shall be the record holder of the original recordings. Executive sessions held
107   for the purpose of discussing evaluation of qualifications for public employment or review of
108   the performance of a public employee as described in RCW 42.30.110(1)(g) shall be exempt
109   from the recording requirements of this section. Executive sessions held to discuss other
110   matters authorized by RCW 42.30.110 may be made exempt from recording by a motion
111   decided prior to convening the executive session pursuant to the voting requirements of these
112   bylaws. The extent to which the executive session or parts thereof shall be exempt from
113   recording shall be stated in the motion, which shall be decided in public session. Outside
114   counsel shall annually monitor the commission's compliance withChapter 42.30 RCW, the
115   Open Public Meetings Act, and other laws by reviewing recordings of commission executive
116   sessions on a representative sampling basis. 











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117   AMENDMENT 6  proposed by commission staff 
118 
119   (Provides a mechanism to refer policy-related work to a committee, while maintaining the
120   commission's control over the matters referred.) 
121 
122   In Article 5, insert the following new Section 6: 
123   Referral to committee. Topics that involve establishment or revision of policy directives or
124   governance structures shall be referred to a committee of appropriate purview for
125   recommendations on action by the commission. Other matters may be referred to
126   appropriate committees at the discretion of the commission by public action. If there is no
127   standing or special committee of appropriate purview constituted for the particular matter,
128   one shall be constituted by a charter adopted pursuant to the requirements of these bylaws.
129   Such committee referral shall be made by the president, or may be ordered by the commission
130   by public action. Notwithstanding the timeline set in the committee's charter for
131   consideration and recommendation to the commission, the commission may, by a vote of a
132   majority of its membership, discharge a committee from further consideration of a particular
133   matter. The motion to so discharge shall refer the matter to a different committee or place it
134   on the agenda for commission consideration at an appropriate time. 












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135   AMENDMENT 7  proposed by commission staff 
136 
137   (Documents for transparency an informal opinion-polling process currently in use, though
138   infrequently needed. Adds for clarity when the process is invoked, and adds a process for
139   ratifying public statements by a vote in public session.) 
140 
141   In Article 6, insert the following new Section 3: 
142   Informal polling of commissioner opinions. 
143      (a) When it is desirable in the opinion of the commission president for the opinion of the
144        port commission to be reported publicly in support or opposition to any position
145        affecting port interests and when circumstances prevent formal public action on a
146        specific position or view, the president, or professional staff acting on behalf of the
147        commission, may conduct an informal poll of commissioners' individual opinions.
148        Opinions polled in this manner shall not involve meetings of more than two
149        commissioners at a time and shall be characterized transparently in these or similar
150        words when reported publicly: "Although the Port of Seattle Commission has not
151        formally taken a position on  by action in a public session, all commissioners (or a
152        majority of commissioners) have individually expressed the opinion that." 
153      (b) When a common view of the commission is thus represented, it shall be reported in
154        writing to the commission at its next public meeting as a special order of business. The
155        presiding officer shall put the question in the form of a request for objection to the
156        reported statement. Absent an objection, the collective view expressed shall be
157        considered ratified by unanimous consent and the statement on the matter shall be
158        entered into the record of the public meeting. 
159      (c) The question on ratification of an opinion statement reported pursuant to this section
160        shall not be subject to amendment and shall require a unanimous vote of all
161        commissioners to pass; provided consent may be given in advance in writing in the
162        case of any commissioner who may be absent from the meeting at which ratification is
163        requested. Such written consent shall be included in the record of the meeting for
164        which it is granted. 
165      (d) In the event of an objection to the reported statement described in this section, it shall
166        fail to pass. In order to provide a complete and transparent record of opinion
167        statements polled in this manner, the reported statement shall be entered upon the
168        record of the meeting at which the question is decided even if the question of
169        ratification fails to pass. 
170      (e) The commission clerk shall provide a form for the giving of consent to ratification of an
171        informally polled opinion statement. 
172 
173   And in Article 6, Section 13, "Questions requiring unanimous consent of all commissioners,
174   insert the following new subsection (a): 
175   Ratification of a statement of commission opinion polled informally, as described in Article VI,
176   Section 3. 


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177   AMENDMENT 8  provided based on commissioner comments 
178 
179   (Would increase the total amount of time for public comment as an order of business from 45
180   to 60 minutes.) 
181 
182   In Article 6, Section 11(b) "Rules governing public comment," delete "45" and insert in lieu
183   thereof: 60 

















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184   AMENDMENT 9  provided based on comments from Commissioner Gregoire 
185 
186   (Requires a 24-hour filing deadline for substantive amendments to actions on the agenda.) 
187 
188   In Article 6, Section 5, after "repeated by the presiding officer prior to taking a vote on the
189   amendment as a subsidiary question" insert the following:Amendments filed in writing with
190   the commission clerk at least 24 hours prior to the convening of the public meeting during
191   which they are intended to be offered shall require a majority vote of the membership for
192   passage. Amendments offered less than 24 hours prior to the convening of the public meeting
193   during which they are intended to be offered shall require a vote of two-thirds of the
194   membership for passage. 
195 
196   (The amendment in context:) 
197 
198        Amendment of questions. Once a motion has been made or a requested action
199        filed by virtue of its inclusion on an approved agenda, it shall be modified only by
200        amendment. Any commissioner, including the presiding officer, may offer an
201        amendment to a question that is subject to amendment. Amendments other
202        than simple amendments to procedural motions shall be offered in writing and
203        their content repeated by the presiding officer prior to taking a vote on the
204        amendment as a subsidiary question. Amendments filed in writing with the
205        commission clerk at least 24 hours prior to the convening of the public meeting
206        during which they are intended to be offered shall require a majority vote of
207        the membership for passage. Amendments offered less than 24 hours prior to
208        the convening of the public meeting during which they are intended to be
209        offered shall require a vote of two-thirds of the membership for passage. 
210        Amendments shall be subject to a vote for adoption. Amendments that are not
211        controversial and have clear unanimous support may be adopted by unanimous
212        consent, provided they are submitted in writing and are repeated when the
213        presiding officer announces the outcome of the vote. Amendments adopted by
214        unanimous consent shall be recorded in the minutes as adopted "without
215        objection." Amendments are subsidiary questions and shall be considered after
216        acceptance of a motion and second on the main question to which they are
217        attached and shall be decided before the vote on the main question. 





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218   AMENDMENT 10  provided based on comments from Commissioner Gregoire 
219 
220   (Adds a reference to commission's commitment to the port statement ofvalues and port code
221   of ethics/workplace responsibility policy) 
222 
223   In Article 2, Section 5(a), delete "Commissioners shall uphold the standard of conduct described
224   in the Port of Seattle Code of Ethics for Port Commissioners and shall avoid conflicts of interest
225   and the appearance of conflicts of interest when performing their duties as port
226   commissioners" and insert the following in lieu thereof: Commissioners shall uphold the
227   standard of conduct reflected in the Port of Seattle Statement of Values and further described
228   in the Port of Seattle Code of Ethics and Workplace Conduct and the Port of Seattle Code of
229   Ethics for Port Commissioners. Commissioners shall avoid conflicts of interest and the
230   appearance of conflicts of interest when performing their duties as port commissioners 
231 
232   (The amendment in context:) 
233 
234        Commissioners shall uphold the standard of conduct described in the Port of
235        Seattle Code of Ethics for Port Commissioners and shall avoid conflicts of interest
236        and the appearance of conflicts of interest when performing their duties as port
237        commissioners Commissioners shall uphold the standard of conduct reflected in
238        the Port of Seattle Statement of Values and further described in the Port of
239        Seattle Code of Ethics and Workplace Conduct and the Port of Seattle Code of
240        Ethics for Port Commissioners. Commissioners shall avoid conflicts of interest
241        and the appearance of conflicts of interest when performing their duties as
242        port commissioners. Procedures related to alleged misconduct and potential
243        conflict of interest are described in the Port of Seattle Code of Ethics for Port
244        Commissioners, implementation of which is ensured by the commission's
245        officers and an independent Board of Ethics. 








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246   AMENDMENT 11  provided based on comments from Commissioner Gregoire 
247 
248   (Provides additional latitude to the scope of topics on which the commission president serves
249   as a spokesperson for the commission.) 
250 
251   In Article 3, Section 5(f), after "that have been established by action taken in public session"
252   insert the following: or that are consistent with the policies, statements, and actions of the
253   port commission. 
254 
255   And in Article 3, Section 5(f), after "case-by-case basis." insert the following:When acting as
256   the commission's spokesperson, the president shall exercise care to distinguish between
257   opinions or positions held collectively by the port commission which are based on actions
258   taken in public session and those views or positions which it is the president's opinion reflect
259   the general sentiment of port commissioners. 
260 
261   (The amendment in context:) 
262 
263        Commission spokesperson. The president shall be the spokesperson for the
264        commission in expressing views held collectively by the Port of Seattle
265        Commission that have been established by action taken in public session or that
266        are consistent with the policies, statements, and actions of the port
267        commission. The president may delegate this role on a case-by-case basis. When
268        acting as the commission's spokesperson, the president shall exercise care to
269        distinguish between opinions or positions held collectively by the port
270        commission which are based on actions taken in public session and those views
271        or positions which it is the president's opinion reflect the general sentiment of
272        port commissioners. Article VI, Section 3, describes the procedures to be used
273        for informal polling of commissioner opinions when circumstances prevent
274        formal action in public session. 







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