6a amendments
Agenda Item No. __6a_amend_____ Meeting Date December 19, 2017__ 1 PORT COMMISSION BYLAWS REVISION 2 PROPOSED AMENDMENTS 3 For consideration on December 19, 2017, during 4 Second Reading and Final Passage of Resolution 3742. 5 All amendments are written to the text as introduced on December 5, 2017. 6 7 8 (TECHNICAL) AMENDMENT 1 proposed based on reviewer comments, including legal counsel. 9 10 (All of these are technical language improvements for clarity that do not alter the effect of the text. 11 They are shown in the bylaws redline in blue text.) 12 13 In Article 1, Section 1, delete "Title 53 RCW" and insert the following in lieu thereof: state law 14 15 And in Article 2, Section 1, delete "electors of the port district" and insert the following in lieu 16 thereof: citizens of King County 17 18 And in Article 2, Section 2, delete "whole" and insert: body 19 20 And in Article 2, Section 3, after "In addition to taking the oath of office required by statute," delete 21 "the commission may arrange for a second, ceremonial opportunity for newly elected 22 commissioners to take their oath of office in a public setting. Provided such commissioners 23 have already taken the oath in the manner required by applicable law, any person may 24 administer the oath in such a ceremonial setting." and insert the following in lieu thereof: 25 newly elected commissioners may take their oaths of office in a public ceremony. Provided 26 such commissioners have already taken the oath in the manner required by applicable law, 27 any person may administer the oath during such a ceremony. 28 29 And in Article 2, Section 5(b) at the beginning of the first sentence, delete "If conflicts of 30 interest arise," and insert the following in lieu thereof: If a potential or actual conflict of 31 interest arises, 32 33 And at the beginning of the second sentence, delete "When recusing, a commissioner 34 shall announce the conflict or apparent conflict of interest" and insert the following in 35 lieu thereof: When recusing himself or herself, a commissioner shall announce the 36 conflict of interest or the potential conflict of interest 37 38 And after "consideration of business subject to the conflict" insert: issue 39 40 And in Article 2, Section 6(a) before "nonattendance" insert: the port commissioner's 41 42 And before "excused by the port commission" insert: the commissioner is 43 And before "resignation" insert: commissioner's 44 45 And in subsection (b) after "Solicitation of applications" delete "The commission shall 46 take the following steps upon provision of a notice of resignation or the creation of a Bylaws amendments proposed on December 19, 2017 Page 1 of 25 47 vacancy in the office of port commissioner." And insert after "Within five business days" 48 the following: after receiving notice of a vacancy or the creation of a vacancy 49 50 And in Article 2, Section 7, delete "avoid having" and insert the following in lieu thereof: avoid 51 creating 52 53 And delete "The process for determining committee and external board and commission 54 assignments in consultation with commissioners is described in Article V, Section 3. The 55 president shall make these assignments as described in Article III, Section 5, and" and 56 insert the following in lieu thereof: The president shall make committee and external 57 board and commission assignments in consultation with commissioners as described in 58 Article III, Section 5, and Article V, Section 3. The president 59 60 And in Article 3, Section 2, delete "As described elsewhere in this article," 61 62 And in Article 3, Section 5(d) after "hiring and firing and firing decisions with respect to the" 63 delete "professional" 64 65 And after "notified of the proposed decision" delete "and a reasonable opportunity shall 66 be given for commissioners to consult" and insert the following in lieu thereof: and 67 provided a reasonable opportunity to consult 68 69 And in subsection (e) after "standing or special committees" insert: of the commission 70 71 And delete "the chair of the audit committee shall be the vice president and" and insert 72 the following in lieu thereof: the vice president shall chair the audit committee; 73 74 And delete "The procedures for consultation and appointment of commissioners to 75 committees or external boards and commissions shall be pursuant to the requirements 76 of these bylaws related to committee structure." 77 78 And in subsection (h) delete "Port of Seattle" 79 80 And in Article 3, Section 6(a), delete "succeed the president for the subsequent calendar year" 81 and insert the following in lieu thereof: succeed to the office of president at the expiration of 82 his or her term as vice president 83 84 And delete "in the calendar year following the completion of his or her term as vice 85 president" and insert the following in lieu thereof: at that time 86 87 And delete "A motion to elect a president under these circumstances shall be in order as 88 soon as reasonably possible after the commission learns that the vice president will be 89 unable to serve as president" and insert the following in lieu thereof: The motion to 90 elect a president under these circumstances may be offered at any regular or special 91 meeting 92 Bylaws amendments proposed on December 19, 2017 Page 2 of 25 93 And in subsection (c) delete "Port of Seattle" 94 95 And in Article 3, Section 7(b) delete "Port of Seattle" 96 97 And in Article 3, Section 8(e) delete "The commission clerk shall be responsible for the 98 recording, distribution, retention, and disposition of these records and any related indices 99 pursuant to the procedures provided for in these bylaws." 100 101 And in subsection (g) after "newly elected port commissioners" delete "as" and insert 102 the following in lieu thereof: within the manner 103 104 And in Article 4, Section 2, delete ", except as otherwise may be provided for by law" 105 106 And in Article 4, Section 3(a) delete "Failure to attend port commission meetings" and insert in 107 lieu thereof: The failure of a port commissioner to attend port commission meetings 108 109 And delete "When commissioners are absent from meetings" and insert the following in 110 lieu thereof: If a port commissioner is absent from port commission meetings 111 112 And in subsection (b) delete "can interact in deliberations and be heard" and insert the 113 following in lieu thereof: can interact in the deliberations and can be heard 114 115 And after "participating in a meeting" delete "in this manner" and insert the following in 116 lieu thereof: remotely 117 118 And after "put for a decision" delete "as long as they are present at the time of the 119 vote" and insert the following in lieu thereof: during the meeting 120 121 And in Article 4, Section 5(d) delete "passage. Items" and insert: consideration. Final actions 122 123 And in subsection (g) before "been introduced on a prior day" insert: already 124 125 And in subsection (j) after "present to participate" insert: or participating remotely 126 127 And in Article 5, Section 2, after "every committee" insert: of the port commission 128 129 And in Article 5, Section 3, delete "As noted in Article III above" and insert the following in lieu 130 thereof: As noted elsewhere in these bylaws 131 132 And in Article 5, Section 3(b) delete "Care shall be taken during the consultation process to 133 comply with legal requirements applicable to open public meetings." 134 135 And in subsection (c) at the beginning of the sentence, delete "Having in mind those 136 considerations" and insert the following in lieu thereof: Bearing in mind the 137 considerations 138 Bylaws amendments proposed on December 19, 2017 Page 3 of 25 139 And in subsection (f) after "Assignments to committees" insert: of the port commission 140 141 And in Article 5, Section 8, after "during their deliberations and" insert: of 142 143 And delete "staff person identified in the committee's charter as its" and insert the 144 following in lieu thereof: committee's 145 146 And in Article 6, Section 2(a) after "when appropriate to do so" delete "because of the 147 appearance of a conflict" and insert the following in lieu thereof: because of a potential conflict 148 149 And after "abstain from the consideration of a matter" delete "because of the 150 appearance of a conflict" and insert the following in lieu thereof: because of the 151 potential of a conflict 152 153 And in subsection (b) delete "A motion is a proposal to take an action, whether 154 verbalized or formalized in writing, such as in the form of a resolution or by written 155 motion." and after "vote prescribed by law" delete ", these bylaws, or applicable 156 parliamentary authority" and insert the following in lieu thereof: or these bylaws 157 158 And delete "instructions" and insert in lieu thereof: actions 159 160 And delete "or other agents of the Port of Seattle" and insert in lieu thereof: and staff 161 of the Port of Seattle as actions or decisions of the port commission 162 163 And in subsection (f) delete "when support for passage of an action is clearly unanimous" 164 and insert the following in lieu thereof: it is the presiding officer's opinion that there is 165 general approval for it among commissioners 166 167 And in Article 6, Section 5, delete "Amendments that are not controversial and have clear 168 unanimous support may be adopted by unanimous consent, provided they are submitted in writing 169 and are repeated when the presiding officer announces the outcome of the vote" and insert the 170 following in lieu thereof: An amendment may be adopted by unanimous consent pursuant to the 171 voting procedures of these bylaws provided the amendment is submitted in writing 172 173 And in Article 6, Section 6(b) after "and shall include" insert: the following components: 174 175 And in subsection (c) after "legislative action" delete "as required by law" 176 177 And in subsection (d) delete "introduced through" and insert: filed by 178 179 And in Article 6, Section 6(f) delete "The commission clerk shall maintain adopted resolutions 180 pursuant to required retention schedules, shall provide for the numbering and indexing of 181 resolutions by subject and date of adoption, and shall make all resolutions available for public 182 review" and insert the following in lieu thereof: The commission clerk shall maintain records of 183 adopted resolutions as described in these bylaws Bylaws amendments proposed on December 19, 2017 Page 4 of 25 184 And in Article 6, Section 10, after "inflammatory language" delete "comment about others' 185 motives, criticism of past actions," 186 187 And in Article 6, Section 11(a) delete "testify" and insert: comment 188 189 And in subsection (f) delete "interruption" and insert: disruption 190 191 And in Article 6, Section 12(b) after "presiding officer's announcement" insert the following: If a 192 vote is taken on whether to record a commissioner as either excused or absent, the question 193 shall be put as a request to show the commissioner "excused." 194 195 And in Article 7, Section 1, after "by the commission" insert: at any regular or special meeting 196 197 And in Section 3, after "shall refer the bylaws to" delete "a governance" and insert: an 198 appropriate 199 200 (TECHNICAL) Amendment 1 OUTCOME: ______________________ Bylaws amendments proposed on December 19, 2017 Page 5 of 25 201 AMENDMENT 2 proposed by commission staff 202 203 (Provides a mechanism to refer policy-related work to a committee, while maintaining the 204 commission's control over the matters referred. Note that matters on establishment or revision 205 of policy directives or governance like WMBE, Quality Jobs, Priority Hire, Bylaws, etc. would 206 be REQUIRED to be considered by an appropriate committee.) 207 208 In Article 5, insert the following new Section 6: 209 210 Referral to committee. Topics that involve establishment or revision of policy directives or 211 governance structures shall be referred to a committee of appropriate purview for 212 recommendations on action by the commission. Other matters may be referred to 213 appropriate committees at the discretion of the commission by public action. If there is no 214 standing or special committee of appropriate purview constituted for the particular matter, 215 one shall be constituted by a charter adopted pursuant to the requirements of these bylaws. 216 Such committee referral shall be made by the president, or may be ordered by the commission 217 by public action. Notwithstanding the timeline set in the committee's charter for 218 consideration and recommendation to the commission, the commission may, by a vote of a 219 majority of its membership, discharge a committee from further consideration of a particular 220 matter. The motion to so discharge shall refer the matter to a different committee or place it 221 on the agenda for commission consideration at an appropriate time. 222 223 Amendment 2 OUTCOME: ________________ Bylaws amendments proposed on December 19, 2017 Page 6 of 25 224 AMENDMENT 3 proposed by commission staff 225 226 (Articulates a procedure for handling technical aspects of 24-hour meeting notice when waiver 227 of written notice in invoked under RCW 42.30.080.) 228 229 In Article 4, Section 6, insert the following new subsection (c): 230 231 Notice waiver not submitted. Special meetings called with less than 24 hours' written notice 232 shall comply with all requirements of law and these bylaws. Special meetings called to deal 233 with an emergency involving injury or damage to persons or property as described in RCW 234 42.30.080 do not require 24 hours' written notice. When any other special meeting is called 235 with less than 24 hours' notice, written notice shall be posted as far ahead of convening the 236 meeting as practicable. In such a case, if any commissioner has not filed a written waiver of 237 notice as prescribed in this section, and such commissioner is not present when the special 238 meeting convenes, the special meeting shall immediately adjourn to a time that is at least 24 239 hours after the actual time of posting the written notice for the meeting. The procedures for 240 adjourning a special meeting are described further in Section 7 below. 241 242 Amendment 3 OUTCOME: ______________________ Bylaws amendments proposed on December 19, 2017 Page 7 of 25 243 AMENDMENT 4 provided based on comments from Commissioner Gregoire 244 245 (Requires a 24-hour filing deadline for substantive amendments to actions on the agenda.) 246 247 In Article 6, Section 5, after "repeated by the presiding officer prior to taking a vote on the 248 amendment as a subsidiary question" insert the following: Amendments filed in writing with 249 the commission clerk at least 24 hours prior to the convening of the public meeting during 250 which they are intended to be offered shall require a majority vote of the membership for 251 passage. Amendments offered less than 24 hours prior to the convening of the public meeting 252 during which they are intended to be offered shall require a vote of two-thirds of the 253 membership for passage. 254 255 (The amendment in context:) 256 257 Amendment of questions. Once a motion has been made or a requested action 258 filed by virtue of its inclusion on an approved agenda, it shall be modified only by 259 amendment. Any commissioner, including the presiding officer, may offer an 260 amendment to a question that is subject to amendment. Amendments other 261 than simple amendments to procedural motions shall be offered in writing and 262 their content repeated by the presiding officer prior to taking a vote on the 263 amendment as a subsidiary question. Amendments filed in writing with the 264 commission clerk at least 24 hours prior to the convening of the public meeting 265 during which they are intended to be offered shall require a majority vote of 266 the membership for passage. Amendments offered less than 24 hours prior to 267 the convening of the public meeting during which they are intended to be 268 offered shall require a vote of two-thirds of the membership for passage. 269 Amendments shall be subject to a vote for adoption. Amendments that are not 270 controversial and have clear unanimous support may be adopted by unanimous 271 consent, provided they are submitted in writing and are repeated when the 272 presiding officer announces the outcome of the vote. Amendments adopted by 273 unanimous consent shall be recorded in the minutes as adopted "without 274 objection." Amendments are subsidiary questions and shall be considered after 275 acceptance of a motion and second on the main question to which they are 276 attached and shall be decided before the vote on the main question. 277 278 Amendment 4 OUTCOME: _______________________ Bylaws amendments proposed on December 19, 2017 Page 8 of 25 279 AMENDMENT 5 provided based on comments from Commissioner Gregoire 280 281 (Restores the requirement to record executive sessions. This feature was not carried forward 282 into the proposed revised text.) 283 284 In Article 4, Section 8, insert a new subsection (b) as follows and renumber the subsequent 285 subsections: 286 287 Recording of executive sessions. Executive sessions shall be recorded electronically, and the 288 general counsel shall be the record holder of the original recordings. Executive sessions held 289 for the purpose of discussing evaluation of qualifications for public employment or review of 290 the performance of a public employee as described in RCW 42.30.110(1)(g) shall be exempt 291 from the recording requirements of this section. Executive sessions held to discuss other 292 matters authorized by RCW 42.30.110 may be made exempt from recording by a motion 293 decided in public session prior to convening the executive session. The extent to which the 294 executive session or parts thereof shall be exempt from recording shall be stated in the 295 motion to exempt from recording. Outside counsel annually shall monitor the commission's 296 compliance with Chapter 42.30 RCW the Open Public Meetings Act and other laws by 297 reviewing recordings of commission executive sessions on a representative sampling basis. 298 299 Amendment 5 OUTCOME: ________________ Bylaws amendments proposed on December 19, 2017 Page 9 of 25 300 AMENDMENT 6 provided based on comments from Commissioner Gregoire 301 302 (Provides additional latitude to the scope of topics on which the commission president serves 303 as a spokesperson for the commission.) 304 305 In Article 3, Section 5(f), after "that have been established by action taken in public session" 306 insert the following: or that are consistent with the policies, statements, and actions of the 307 port commission. 308 309 (The amendment in context:) 310 311 (5)(f) Commission spokesperson. The president shall be the spokesperson for 312 the commission in expressing views held collectively by the Port of Seattle 313 Commission that have been established by action taken in public session or that 314 are consistent with the policies, statements, and actions of the port 315 commission. The president may delegate this role on a case-by-case basis. 316 317 Amendment 6 OUTCOME: ________________ Bylaws amendments proposed on December 19, 2017 Page 10 of 25 318 AMENDMENT 7 proposed by Commissioner Felleman 319 320 (Requires the president to make reasonable efforts to consult with affected commissioners 321 before making public statements on their behalf and limits the president's use of the title of 322 president to only statements made in his or her official capacity on behalf of the commission.) 323 324 In Article 3, Section 5(f) after "The president may delegate this role on a case-by-case basis." 325 insert the following: The president shall make reasonable efforts to consult with 326 commissioners prior to making public statements on behalf of the commission. When the 327 president expresses his or her own individual opinions, he or she shall refrain from using the 328 title of commission president in such a context. 329 330 (The amendment in context:) 331 332 (5)(f) Commission spokesperson. The president shall be the spokesperson for 333 the commission in expressing views held collectively by the Port of Seattle 334 Commission that have been established by action taken in public session or that 335 are consistent with the policies, statements, and actions of the port commission. 336 The president may delegate this role on a case-by-case basis. The president shall 337 make reasonable efforts to consult with commissioners prior to making public 338 statements on behalf of the commission. When the president expresses his or 339 her own individual opinions, he or she shall refrain from using the title of 340 commission president in such a context. 341 342 Amendment 7 OUTCOME: ___________________ Bylaws amendments proposed on December 19, 2017 Page 11 of 25 343 AMENDMENT 8 proposed based on comments from Commissioner Felleman. 344 345 (Acknowledges the oversight and review roles of the commission and the commission president 346 over certain non-commission positions.) 347 348 In Article 2, insert the following new Section 9: Oversight and review of the executive director. 349 As a body, the commission provides oversight and review of the performance of the executive 350 director in accordance with the executive director's employment agreement. 351 352 And in Article 2, insert the following new Section 10: Review of staff reporting to both the 353 commission and the executive director (dual reports). In addition to oversight of the executive 354 director and direct reports of the office of the commission, the commission as a body provides 355 input to the executive director regarding the performance of those employees who report 356 directly to the executive director. In particular, the commission as a body provides review of 357 the general counsel and public affairs senior director, who report dually to the commission 358 and the executive director. 359 360 And in Article 3, delete Section 5(d) strike "Supervision of commission staff. Acting on behalf of 361 the commission, the president shall supervise the commission chief of staff, who in turn shall be 362 responsible for the organization and management of the staff of the office of the commission. 363 Prior to executing any hiring and firing decisions with respect to the professional staff of the 364 office of the commission, all commissioners shall be notified of the proposed decision and a 365 reasonable opportunity shall be given for commissioners to consult on such decisions as time 366 and circumstances warrant" and insert the following in lieu thereof: Oversight of the office of 367 the commission. In consultation with the commission, the president shall provide oversight 368 and review of the performance of the commission chief of staff. The commission chief of staff 369 shall be responsible for the organization and management of the office of the commission. 370 The commission chief of staff shall consult with the commission regarding the performance 371 evaluation, hiring, and firing of staff of the office of the commission 372 373 And in Article 3, Section 5, insert a new subsection (e) as follows and renumber the subsequent 374 subsections: Oversight of staff reporting to both the commission and the executive director 375 (dual reports). On behalf of the commission and in concert with the executive director, the 376 president provides oversight to the general counsel and public affairs director, who report 377 dually to the commission and the executive director. The president serves as the commission's 378 primary point of contact to these positions 379 380 And in Article 3, Section 6(b) after the second sentence, insert the following: The audit 381 committee participates directly in the oversight and review of the performance of the internal 382 audit director in accordance with policy directives related to Port of Seattle salaries and 383 benefits. In consultation with the audit committee, the vice president shall contribute to the 384 chief financial officer's performance review of the internal audit director. Bylaws amendments proposed on December 19, 2017 Page 12 of 25 385 (The amendment in context:) 386 387 Article 2, Section 9. Oversight and review of the executive director. As a body, 388 the commission provides oversight and review of the performance of the 389 executive director in accordance with the executive director's employment 390 agreement. 391 392 Article 2, Section 10. Review of staff reporting to both the commission and the 393 executive director (dual reports). In addition to oversight of the executive 394 director and direct reports of the office of the commission, the commission as a 395 body provides input to the executive director regarding the performance of 396 those employees who report directly to the executive director. In particular, the 397 commission as a body provides review of the general counsel and public affairs 398 senior director, who report dually to the commission and the executive 399 director. 400 401 Article 3, Section 5(d) Supervision of commission staff. Acting on behalf of the 402 commission, the president shall supervise the commission chief of staff, who in 403 turn shall be responsible for the organization and management of the staff of the 404 office of the commission. Prior to executing any hiring and firing decisions with 405 respect to the professional staff of the office of the commission, all 406 commissioners shall be notified of the proposed decision and provided a 407 reasonable opportunity to consult on such decisions as time and circumstances 408 warrant. 409 410 (5)(d) Oversight of the office of the commission. In consultation with the 411 commission, the president shall provide oversight and review of the 412 performance of the commission chief of staff. The commission chief of staff 413 shall be responsible for the organization and management of the office of the 414 commission. The commission chief of staff shall consult with the commission 415 regarding the performance evaluation, hiring, and firing of staff of the office of 416 the commission. 417 418 (5)(e) Oversight of staff reporting to both the commission and the executive 419 director (dual reports). On behalf of the commission and in concert with the 420 executive director, the president provides oversight to the general counsel and 421 public affairs director, who report dually to the commission and the executive 422 director. The president serves as the commission's primary point of contact to 423 these positions. 424 425 426 427 (6)(b) Audit committee chair. The vice president shall serve as chair of the 428 commission's audit committee. For this reason, the president shall not appoint Bylaws amendments proposed on December 19, 2017 Page 13 of 25 429 the chair of the audit committee. The audit committee participates directly in 430 the oversight and review of the performance of the internal audit director in 431 accordance with policy directives related to Port of Seattle salaries and 432 benefits. In consultation with the audit committee, the vice president shall 433 contribute to the chief financial officer's performance review of the internal 434 audit director. 435 436 Amendment 8 OUTCOME: ___________________________ Bylaws amendments proposed on December 19, 2017 Page 14 of 25 437 AMENDMENT 9 proposed by Commissioner Albro and informed by comments from 438 Commissioners Bowman and Felleman 439 440 (Revises text in sections 1 and 3 of the Object statement in Article 1. Aligns more closely with 441 the Century Agenda and statutory language.) 442 443 In Article 1, Section 1, delete "The Port of Seattle was chartered by the voters of King County as 444 a port district by special election on September 5, 1911. The Port of Seattle is a special-purpose 445 corporation of the State of Washington that is governed by the Port of Seattle Commission. The 446 Port of Seattle Commission is authorized to perform its responsibilities under Title 53 RCW and 447 is charged with the responsibility to fulfill particular legislatively mandated purposes and 448 objectives." 449 450 And insert the following in lieu thereof: The Port of Seattle was chartered by the voters of King 451 County as a port district by special election on September 5, 1911, as a special-purpose 452 municipal corporation of the State of Washington. The Port of Seattle Commission is vested 453 with all port powers described by law and governs the Port of Seattle in accordance with state 454 law to fulfill the port's purposes and objectives. 455 456 And in Article 1, Section 3, delete "Commissioners shall safeguard the mission of the Port of 457 Seattle as a public agency whose primary mission shall be to invest public resources to advance 458 trade and commerce, promote industrial growth, preserve limited maritime and aviation 459 resources of unique value for port uses, stimulate economic development, and create jobs. This 460 mission depends upon the transportation of people and goods by air, water, and land, 461 commitment to environmental stewardship, and collaboration with neighboring communities. 462 It ensures economic vitality and a sustainable quality of life for all of the people of King County 463 and the Puget Sound region." 464 465 And insert the following in lieu thereof: Commissioners shall serve the public and the mission 466 of the Port of Seattle as a public agency to create quality jobs throughout the diverse 467 communities of King County by advancing trade and commerce, promoting industrial growth, 468 and stimulating economic development. Commissioners shall advance the port's commitment 469 to create economic opportunity for all, responsibly steward the environment, partner with 470 surrounding communities, promote social responsibility, act transparently, and remain 471 accountable. 472 473 Amendment 9 OUTCOME: ________________ 474 Bylaws amendments proposed on December 19, 2017 Page 15 of 25 475 AMENDMENT 10 proposed by Commissioner Albro and informed by comments from 476 Commissioner Bowman 477 478 (Revises the text in Article 2, Section 2, Collegiality.) 479 480 In Article 2, Section 2, before "governs the Port of Seattle" insert: exercises port powers 481 described by law and 482 483 (The amendment in context:) 484 485 Collegiality. The commission exercises port powers described by law and 486 governs the Port of Seattle only when a quorum of its membership is assembled 487 in a properly noticed public meeting and action is taken by the required vote. 488 489 Amendment 10 OUTCOME: ______________ Bylaws amendments proposed on December 19, 2017 Page 16 of 25 490 AMENDMENT 11 provided based on comments from Commissioner Gregoire 491 492 (Adds a reference to commission's commitment to the port statement of values and port code 493 of ethics/workplace responsibility policy) 494 495 In Article 2, Section 5(a), delete "Commissioners shall uphold the standard of conduct described 496 in the Port of Seattle Code of Ethics for Port Commissioners and shall avoid conflicts of interest 497 and the appearance of conflicts of interest when performing their duties as port 498 commissioners" and insert the following in lieu thereof: Commissioners shall uphold the 499 standard of conduct reflected in the Port of Seattle Statement of Values and further described 500 in the Port of Seattle Code of Ethics and Workplace Conduct and the Port of Seattle Code of 501 Ethics for Port Commissioners. Commissioners shall avoid conflicts of interest and the 502 appearance of conflicts of interest when performing their duties as port commissioners 503 504 (The amendment in context:) 505 506 Commissioners shall uphold the standard of conduct described in the Port of 507 Seattle Code of Ethics for Port Commissioners and shall avoid conflicts of interest 508 and the appearance of conflicts of interest when performing their duties as port 509 commissioners Commissioners shall uphold the standard of conduct reflected in 510 the Port of Seattle Statement of Values and further described in the Port of 511 Seattle Code of Ethics and Workplace Conduct and the Port of Seattle Code of 512 Ethics for Port Commissioners. Commissioners shall avoid conflicts of interest 513 and the appearance of conflicts of interest when performing their duties as 514 port commissioners. Procedures related to alleged misconduct and potential 515 conflict of interest are described in the Port of Seattle Code of Ethics for Port 516 Commissioners, implementation of which is ensured by the commission's 517 officers and an independent Board of Ethics. 518 519 Amendment 11 OUTCOME: ________________ Bylaws amendments proposed on December 19, 2017 Page 17 of 25 520 AMENDMENT 12 proposed by commission staff. 521 522 (Distinguishes between comments non-binding in a non-quorum setting and requests 523 524 Article 4, Section 2, after "Such presentations are not deliberations of the Port of Seattle 525 Commission, and" delete "comments made by individual commissioners in this context are not 526 directions binding on the executive director or other agents of the Port of Seattle" and insert 527 the following in lieu thereof: comments made by individual commissioners in the absence of a 528 quorum are advisory only and are not binding on the executive director or staff of the Port of 529 Seattle in the same manner as are actions or decisions of the port commission 530 531 (The amendment in context:) 532 In the absence of a quorum, individual commissioners may participate in 533 informational presentations. Such presentations are not deliberations of the Port 534 of Seattle Commission, and comments made by individual commissioners in this 535 context are not directions binding on the executive director or other agents of 536 the Port of Seattle comments made by individual commissioners in the absence 537 of a quorum are advisory only and are not binding on the executive director or 538 staff of the Port of Seattle in the same manner as are actions or decisions of the 539 port commission. In the event a public meeting is interrupted by the loss of a 540 quorum of commissioners, the presiding officer shall announce that the 541 commission meeting has been adjourned or recessed due to the absence of a 542 quorum before continuing with further informational presentations. 543 544 Amendment 12 OUTCOME: _____________________ Bylaws amendments proposed on December 19, 2017 Page 18 of 25 545 AMENDMENT 13 proposed by commission staff 546 547 (Makes it clear that a decision to recess or adjourn and/or clear a meeting room because of a 548 disruption is at the discretion of the commission.) 549 550 In Article 6, Section 11(f) after "orderly conduct of the meeting not feasible, the presiding 551 officer" insert the following: , at the discretion of the commission, 552 553 (The amendment in context:) 554 555 If a meeting is interrupted by a disruption as described in these bylaws so as to 556 render the orderly conduct of the meeting not feasible, the presiding officer, at 557 the discretion of the commission, may recess the meeting or adjourn the 558 meeting to another location pursuant to the provisions of Article IV, Section 7, of 559 these bylaws and may order the meeting room cleared. If a meeting is adjourned 560 due to an interruption, commissioners and staff shall leave the meeting room 561 until the meeting is reconvened. 562 563 Amendment 13 OUTCOME: ______________________ 564 Bylaws amendments proposed on December 19, 2017 Page 19 of 25 565 AMENDMENT 14 prepared based on comments from Commissioner Bowman 566 567 (Removes the need for a committee charter to name the commission staff supporting the 568 committee.) 569 570 In Article 5, Section 2, delete subsection (i) 571 572 (The amendment in context:) 573 574 (i) Which staff of the Port of Seattle Commission shall support the committee's work. 575 576 Amendment 14 OUTCOME: _______________________ Bylaws amendments proposed on December 19, 2017 Page 20 of 25 577 AMENDMENT 15 prepared based on comments from Commissioner Bowman 578 579 (Would make the consultation process between commissioners and the commission president 580 less prescriptive.) 581 582 In Article 5, Section 3, after "consultation with other commissioners" delete "according to the 583 following guidelines:" and all of subsections (a), (b), (c), (d), and (e) and insert the following in 584 lieu thereof: and shall be completed by the end of January each year. 585 586 (The amendment in context:) 587 588 Committee membership. As noted in Article III above, the president shall appoint 589 commissioners to serve on or chair standing or special committees and on external 590 boards and commissions. Committee and external board and commission assignments 591 shall be developed in consultation with other commissioners and shall be completed by 592 the end of January each year. according to the following guidelines: 593 594 (a) No later than December 1, the vice president, acting in the capacity of president-elect, 595 shall forward to commissioners expecting to serve on the Port of Seattle Commission in 596 the following calendar year a list of committees and external boards and commissions 597 available for commissioner participation in the new year. The list shall be sent to any 598 newly elected commissioners for whom election results have been certified by 599 December 1. The list shall include the name of the standing or special committee of the 600 commission and the names of all known available external boards and commissions, a 601 brief description of the group, and the current commissioner assignments, if any. The 602 vice president shall ask commissioners to consider service on the listed groups in the 603 coming year and to propose their ranked preferences for such service. 604 605 (b) By no later than December 15, commissioners shall consider and propose in writing 606 their ranked preferences for service on the various committees, boards, and 607 commissions and may propose service on additional committees, boards, or 608 commissions as well. The deadline for responding may be extended by consultation 609 with the vice president. 610 611 (c) Bearing in mind the considerations described above and consulting further with 612 individual commissioners as needed, the vice president shall prepare a preliminary list 613 of committee, board, and commission assignments. 614 615 (d) No later than the second Tuesday of January, the president shall distribute a 616 preliminary list of assignments for commission committees, and external boards and 617 commissions to commissioners. Commissioners shall have seven days to review the 618 preliminary assignments and may propose revisions. 619 620 (e) During the commission's public meeting on the fourth Tuesday of January, or if such Bylaws amendments proposed on December 19, 2017 Page 21 of 25 621 meeting is cancelled, at the commission public meeting next held, the president shall 622 announce that assignments to committees and external boards and commissions have 623 been made, and a copy of the list of assignments shall be entered upon the record of 624 the meeting. 625 626 Assignments to committees and external boards and commissions may change during 627 the year, and the commission clerk shall maintain an updated list, noting the dates and 628 the nature of any revisions. Changes to such assignments shall be made only after 629 consulting the commissioners affected, and the president shall provide the commission 630 clerk with written notice of any changes. 631 Amendment 15 OUTCOME: ____________________________ Bylaws amendments proposed on December 19, 2017 Page 22 of 25 632 AMENDMENT 16 prepared based on comments from Commissioner Bowman 633 634 (Would make Audit Committee service required for all commissioners) 635 636 In Article 2, Insert a new Section 8 as follows: 637 638 All commissioners shall serve at least one, one-year term on the commission's audit 639 committee prior to the completion of their fourth year in office. If this requirement results in 640 the need for more than two commissioners to serve on the audit committee at the same time, 641 the commission may waive the requirement for one or more commissioners to serve in the 642 time allotted. The vote to waive this requirement under these circumstances shall be decided 643 by a majority of the membership and the motion may include conditions for future audit 644 committee service as deemed appropriate by the commission. 645 646 Amendment 16 OUTCOME: _____________________________ Bylaws amendments proposed on December 19, 2017 Page 23 of 25 647 AMENDMENT 17 proposed based on comments from Commissioners Felleman and Bowman 648 649 (Clarifies that the order and decorum limitations on non-germane, insulting, and otherwise 650 uncivil comments apply to everyone participating in the meeting commissioners, staff, public, 651 etc.) 652 653 In Article 6, Section 10, delete "Those speaking during consideration of any matter shall limit 654 remarks" and insert the following in lieu thereof: All persons speaking during consideration of 655 any matter, including commissioners, staff, and members of the public, shall limit remarks 656 657 (Amendment in context:) 658 659 Those speaking during consideration of any matter shall limit remarks All persons 660 speaking during consideration of any matter, including commissioners, staff, and 661 members of the public, shall limit remarks to the matter at hand, avoiding 662 personalities, vulgarity, insults, inflammatory language, and other comments not 663 germane to the discussion of the matter at hand. 664 665 Amendment 17 OUTCOME: __________________________ Bylaws amendments proposed on December 19, 2017 Page 24 of 25 666 [The following amendment, described on December 12, is no longer proposed for inclusion.] 667 668 AMENDMENT proposed by executive staff 669 670 (Creates an option to place actions on the consent calendar if the authorization amounts are 671 between $300,000 and $1 million and construction contract extensions are between 60 and 672 120 days and allows them to be offered in a single action request.) 673 674 In Article 4, Section 5(g), after "do not require a public hearing or amendment" insert the 675 following: The consent calendar may include any action for which the requested dollar 676 amount of the authorization lies between the value threshold delegated to the executive 677 director (generally $300,000) and $1,000,000 or for which construction contract time 678 extensions are requested between 60 days and 120 days and staff may submit an agenda 679 memorandum for multiple actions of this kind with a brief description of each action. 680 681 (The amendment in context:) 682 683 Unanimous consent calendar. Items on the consent calendar shall include 684 routine matters and actions considered by the president to have general 685 consensus of all commissioners, including approval of the minutes of prior 686 meetings available for commission approval. Resolutions may be included on the 687 consent calendar for final adoption if they are routine and considered by the 688 president to have general consensus of all commissioners, have been introduced 689 on a prior day, and do not require a public hearing or amendment. The consent 690 calendar may include any action for which the requested dollar amount of the 691 authorization lies between the value threshold delegated to the executive 692 director (generally $300,000) and $1,000,000 or for which construction contract 693 time extensions are requested between 60 days and 120 days and staff may 694 submit an agenda memorandum for multiple actions of this kind with a brief 695 description of each action. Items on the consent calendar shall not be subject to 696 discussion or debate and shall be decided by a single vote. Any commissioner 697 present at the time of consideration of approval of the agenda may request 698 removal of an item from the unanimous consent calendar for separate 699 consideration and vote. Items removed from the consent calendar for separate 700 consideration and vote shall become special orders for the day and shall be 701 taken up following those items previously scheduled for consideration as special 702 orders. Bylaws amendments proposed on December 19, 2017 Page 25 of 25
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