Agenda Item No. __6a_reso_____ 
Meeting Date   December 19, 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. 
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38                                     Port of Seattle Commission 

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39                          EXHIBIT A to Resolution 3742 
40 
41                      PORT of SEATTLE COMMISSION BYLAWS 
42                       As proposed for adoption on December 19, 2017 
43                Blue text is proposed by omnibus technical amendment (Amendment 1) 
44                       Redlines are proposed by amendment as noted 
45 
46   Article I  Object 
47 
48   1.  The Port of Seattle was chartered by the voters of King County as a port district by special
49      election on September 5, 1911. The Port  of Seattle is a special-purpose municipal
50      corporation of the State of Washington that is governed by the Port of Seattle Commission.
51      The Port of Seattle Commission is authorized to perform its responsibilities under Title 53
52      RCW  state law  and is charged with the responsibility to fulfill particular legislatively
53      mandated purposes and objectives. 
54 
55      The Port of Seattle was chartered by the voters of King County as a port district by special
56      election on September 5, 1911, as a special-purpose municipal corporation of the State of
57      Washington. The Port of Seattle Commission is vested with all port powers described by
58      law and governs the Port of Seattle in accordance with state law to fulfill the port's
59      purposes and objectives. [Pursuant to Albro's Amendment 9, informed by Bowman comment] 
60 
61   2.  These bylaws constitute the rules governing the transaction of business by the duly elected
62      Port of Seattle Commission. Commissioners shall faithfully, ethically, and transparently
63      perform all duties of office and shall abide by the principle that public service is a public
64      trust. It is the goal of these bylaws to outline the transaction of business in a way that
65      appropriately safeguards the rights of the majority, minority, and individual within the body
66      politic of the Port of Seattle Commission. 
67 
68   3.  Commissioners shall safeguard the mission of the Port of Seattle as a public agency whose
69      primary mission shall be to invest public resources to advance trade and commerce,
70      promote industrial growth, preserve limited maritime and aviation resources of unique
71      value for port uses, stimulate economic development, and create jobs. This mission
72      depends upon the transportation of people and goods by air, water, and land, commitment
73      to environmental stewardship, and collaboration with neighboring communities. It ensures
74      economic vitality and a sustainable quality of life for all of the people of King County and
75      the Puget Sound region. 
76 
77      Commissioners shall serve the public and the mission of the Port of Seattle as a public
78      agency to create quality jobs throughout the diverse communities of King County by
79      advancing trade and commerce, promoting industrial growth, and stimulating economic
80      development. Commissioners shall advance the port's commitment to create economic
81      opportunity for all, responsibly steward the environment, partner with surrounding
82      communities, promote social responsibility, act transparently, and remain accountable. 
[Pursuant to Albro's Amendment 9, informed by Felleman comments] 
83 
84 

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85 
86   Article II  Commissioners 
87 
88   1.  Membership. The members of the Port of Seattle Commission shall be those commissioners
89      duly elected pursuant to the laws of the State of Washington. Election and terms of port
90      commissioners shall be pursuant to applicable law. As elected officials, each commissioner
91      shall exercise the responsibilities of office and be accountable to the general public, the
92      electors of the port district citizens of King County, and one another. 
93 
94   2.  Collegiality. The commission exercises port powers and [Pursuant to Albro's Amendment 10, informed by
Bowman comments] governs
95                       the Port of Seattle only when a quorum of its membership is
96      assembled in a properly noticed public meeting and action is taken by the required vote. It
97      is the right of the individual or the minority of commissioners to dissent from the will of the
98      majority, just as it is the right of the majority to act by whatever vote is needed for passage
99      of a question. Commissioners are independently elected and have the right to voice
100      personal opinions on matters under consideration or that are pending final action by the
101      commission. Commissioners have the right to express opinions that differ from the decision
102      of the majority of the commission, provided that each commissioner transparently
103      distinguishes his or her individual opinion from the collective decisions of the commission
104      as a whole body. 
105 
106   3.  Oath of office. Pursuant to the requirements of RCW 29A.60.280, newly elected
107      commissioners shall take the oath of office required by law during the time period defined
108      by law. The oath shall be administered by a notary public holding the position of
109      commission clerk. Another person qualified to administer oaths may administer the oath of
110      office to newly elected commissioners when compliance with the legally required time
111      period necessitates it. In addition to taking the oath of office required by statute, 
112 
113      the commission may arrange for a second, ceremonial opportunity for newly elected
114      commissioners to take their oath of office in a public setting. Provided such commissioners
115      have already taken the oath in the manner required by applicable law, any person may
116      administer the oath in such a ceremonial setting. 
117 
118      newly elected commissioners may take their oaths of office in a public ceremony.
119      Provided such commissioners have already taken the oath in the manner required by
120      applicable law, any person may administer the oath during such a ceremony. 
121 
122   4.  Transparency pledge. Annually, prior to the first public meeting of the year, each
123      commissioner shall execute the following transparency pledge: 
124 
125        As a duly elected Port of Seattle commissioner, I am responsible for ensuring that
126        the Port of Seattle, a public agency of the state of Washington, conducts its business
127        in the open in compliance with the state's Open Public Meetings Act, Chapter 42.30
128        RCW. In fulfillment of my duties to the commission as a body, and in recognition of
129        my responsibilities as an elected official serving the citizens of King County, I give my
130        personal commitment to fostering and maintaining a culture of accountability and

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131        transparency within the commission, among Port of Seattle employees, and
132        between the Port of Seattle and the citizens of King County. Therefore, I affirm my
133        commitment to openly governing the Port of Seattle pursuant to the Open Public
134        Meetings Act and the state's Public Records Act (Chapter 42.56 RCW). As a
135        commissioner, I will support and advance policies and practices that increase the
136        Port's openness and accountability and expand citizen access to the port's decision-
137        making consistent with the intent of the Open Public Meetings Act. Signed this ____
138        day of ____ , ____ , for the term of January 1 through December 31, ____ .
139        Commissioner ____ 
140 
141   5.  Ethical behavior, conflict of interest, recusal procedure. 
142 
143      (a) Commissioners shall uphold the standard of conduct described in the Port of Seattle
144        Code of Ethics for Port Commissioners and shall avoid conflicts of interest and the
145        appearance of conflicts of interest when performing their duties as port commissioners. 
146 
147        Commissioners shall uphold the standard of conduct reflected in the Port of Seattle
148        Statement of Values and further described in the Port of Seattle Code of Ethics and
149        Workplace Conduct and the Port of Seattle Code of Ethics for Port Commissioners.
150        Commissioners shall avoid conflicts of interest and the appearance of conflicts of
interest when performing their duties as port commissioners. [Pursuant to Gregoire's Amendment 11]                                                                    151 
152 
153        Procedures related to alleged misconduct and potential conflicts  of interest are
154        described in the Port of Seattle Code of Ethics for Port Commissioners, implementation
155        of which is ensured by the commission's officers and an independent Board of Ethics. 
156 
157      (b) If conflicts of interest arise,  If a potential or actual conflict of interest arises, 
158        commissioners shall resolve the conflict pursuant to the requirements of the Code of
159        Ethics for Port Commissioners, including when necessary, recusing themselves from any
160        consideration and voting upon the issue that creates the conflict. When recusing, a
161        commissioner shall announce the conflict or apparent conflict of interest  When
162        recusing himself or herself, a commissioner shall announce the conflict of interest or
163        the potential conflict of interest prior to deliberation on the matter subject to recusal.
164        Unless a recusing commissioner's presence during a public meeting is required in order
165        to preserve a quorum, the commissioner shall leave the meeting room during
166        consideration of business subject to the conflict issue  and may return upon its
167        completion. Abstention from voting does not presume recusal, and is described further
168        in Article VI, Section 2. 
169 
170   6.  Vacancy in office. 
171 
172      (a) A vacancy in the office of port commissioner may occur as provided in Chapter 42.12
173        RCW or by the port commissioner's nonattendance at meetings of the port commission
174        for a period of 60 days unless the commissioner is excused by the port commission. In
175        the event a vacancy in the office of port commissioner occurs, such vacancy shall be
176        filled in accordance with RCW 53.12.140 pursuant to Chapter 42.12 RCW and other

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177        applicable law. The remaining commissioners shall fill the vacancy by appointment no
178        later than 90 days after the creation of the vacancy. If the vacancy is created due to a
179        commissioner resigning his or her position, the commission shall appoint a new
180        commissioner within 90 days of the effective date of the commissioner's resignation. 
181 
182      (b) Solicitation of applications. The commission shall take the following steps upon
183        provision of a notice of resignation or the creation of a vacancy in the office of port
184        commissioner. Within five business days after receiving notice of a vacancy or the
185        creation of a vacancy, the commission shall solicit applications to fill the vacancy by
186        issuing a press release and posting a request for applications on the Port of Seattle
187        website. Applications shall be solicited from citizens in King County interested in being
188        considered for the appointment. All applications for the appointment shall be
189        submitted to the port commission by the deadline noted in the commission's request
190        for applications. 
191 
192      (c) Review and selection of candidates. The commission shall review the applications and
193        shall obtain background investigations of the applicants. The commission may conduct
194        interviews in public of the most qualified candidates. The commission shall fill the
195        vacancy by selecting one candidate by majority vote of its membership in a public
196        meeting. 
197 
198      (d) Vacancy in office of three or more commissioners. When a majority of the
199        commissioner positions fixed by law are vacant, the provisions of RCW 42.12.070 and
200        applicable law shall govern the filling of the vacancies. 
201 
202      (e) Appointment until the next election. As provided in Chapter 29A.24 RCW, each person
203        appointed to serve in the office of commissioner shall serve until a qualified person is
204        elected at the next election at which a member of the governing body normally would
205        be elected. The person elected shall take office immediately and serve the remainder of
206        the unexpired term. 
207 
208   7.  Outside boards and commissions. Commissioners may serve on external port-related
209      boards and commissions. No more than two commissioners shall serve on the same
210      external board or commission at the same time in order to avoid having creating a quorum
211      of commissioners at the meetings of such a board or commission. The process for
212      determining committee and external board and commission assignments in consultation
213      with commissioners is described in Article V, Section 3. The president shall make these
214      assignments as described in Article III, Section 5, and 
215      The president shall make committee and external board and commission assignments in
216      consultation with commissioners as described in Article III, Section 5, and Article V,
217      Section 3. The president  shall consider the following factors when determining
218      participation and length of service for commissioners on external boards and commissions: 
219 
220      (a) The membership and office-holding requirements of the external boards in question; 
221 
222      (b) The interests of individual commissioners in serving on various external boards; and 

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223 
224      (c) Whether the port commission is adequately represented on the external boards and
225        commissions needed to effectively advocate for the interests of the Port of Seattle. 
226 
227   8.  All commissioners shall serve at least one, one-year term on the commission's audit
228      committee prior to the completion of their fourth year in office. If this requirement results
229      in the need for more than two commissioners to serve on the audit committee at the
230      same time, the commission may waive the requirement for one or more commissioners to
231      serve in the time allotted. The vote to waive this requirement under these circumstances
232      shall be decided by a majority of the membership and the motion may include conditions
233      for future audit committee service as deemed appropriate by the commission. [Pursuant to
Amendment 16 based on Bowman comments] 
234 
235 
236   9.  Oversight and review of the executive director. As a body, the commission provides
237      oversight and review of the performance of the executive director in accordance with the
238      executive director's employment agreement. [Pursuant to Felleman's Amendment 8] 
239 
240   10. Review of staff reporting to both the commission and the executive director  (dual
241      reports). In addition to oversight of the executive director and direct reports of the office
242      of the commission, the commission as a body provides input to the executive director
243      regarding the performance of those employees who report directly to the executive
244      director. In particular, the commission as a body provides review of the general counsel
245      and public affairs senior director, who report dually to the commission and the executive
[Pursuant to Felleman's Amendment 8] 
246      director.
247 
248 
249   Article III  Officers 
250 
251   1.  All officers shall serve at the pleasure of the Port of Seattle Commission and shall carry out
252      the responsibilities described in these bylaws. Commission officers may be censured or
253      removed from office at any public meeting of the port commission legally convened in
254      accordance with applicable laws and these bylaws. The Code of Ethics  for Port
255      Commissioners shall identify the procedures for addressing complaints of misconduct,
256      abuse of authority, and neglect of the duties of office by officers. If a majority of the
257      commissioners determine that an officer should be censured or removed from office, this
258      decision shall require a vote of the majority of commissioners as prescribed by applicable
259      law and these bylaws. 
260 
261   2.  Election. At the first meeting of each calendar year, the commission shall elect a vice 
262      president and secretary. As described elsewhere in this article, The vice president shall
263      succeed to the office of president in the following calendar year at the expiration of his or
264      her term as vice president. 
265 
266   3.  Term of office. An officer's term shall run from the date of election until the end of the
267      calendar year. 
268 

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269   4.  Commission officer vacancy. 
270 
271      (a) In the event that a commission officer resigns or is removed from the office of
272        president, vice president, or secretary, a commissioner may be selected to serve out the
273        officer's uncompleted term and shall so serve until the end of the calendar year. When
274        such vacancies arise, they may be filled at any regular or special meeting of the
275        commission. During the temporary absence of any commission officer, the officer next
276        in line shall assume the duties of the absent officer in an acting capacity in the following
277        order of succession, provided that this order of succession does not apply to meetings
278        of committees composed of fewer than a quorum of the port commission: 
279 
280      (b) In the physical absence of the president, the vice president temporarily shall assume
281        the duties of the president. 
282 
283      (c) In the physical absence of the vice president, the secretary temporarily shall assume the
284        duties of the vice president. 
285 
286      (d) In the physical absence of both the president and vice president, the secretary
287        temporarily shall assume the duties of the president. 
288 
289   5.  Duties of the president. 
290 
291      (a) Order and decorum. The president shall preside over all public meetings and executive
292        sessions of the Port of Seattle Commission and shall be responsible for maintaining
293        order and decorum in accordance with the provisions of these bylaws. 
294 
295      (b) Preliminary agenda. The president shall authorize the formation of the commission's
296        preliminary public meeting agenda and shall propose the agenda for commission
297        approval on the day of the meeting in the appropriate order of business. 
298 
299      (c) Notice of meetings. The president shall authorize the issuance of such legal notices of
300        public meetings as may be required by law and these bylaws. 
301 
302      (d) Supervision of commission staff. Acting on behalf of the commission, the president shall
303        supervise the commission chief of staff, who in turn shall be responsible for the
304        organization and management of the staff of the office of the commission. Prior to
305        executing any hiring and firing decisions with respect to the professional staff of the office
306        of the commission, all commissioners shall be notified of the proposed decision and a
307        reasonable opportunity shall be given for commissioners to consult and provided a
308        reasonable opportunity to consult on such decisions as time and circumstances warrant. 
309 
310        Oversight of the office of the commission. In consultation with the commission, the
311        president shall provide oversight and review of the performance of the commission
312        chief of staff. The commission chief of staff shall be responsible for the organization
313        and management of the office of the commission. The commission chief of staff shall
314        consult with the commission regarding the performance evaluation, hiring, and firing

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315        of staff of the office of the commission. [Pursuant to Felleman's Amendment 8] 
316 
317      (e) Oversight of staff reporting to both the commission and the executive director (dual
318        reports). On behalf of the commission and in concert with the executive director, the
319        president provides oversight to the general counsel and public affairs director, who
320        report dually to the commission and the executive director. The president serves as
321        the commission's primary point of contact to these positions. 
322 
323      (e/f)     Committee and external board appointments. In consultation with individual
324        commissioners, the president annually shall appoint commissioners to serve on and
325        chair standing or special committees of the commission 
326        and to serv1e on external boards and commissions, subject to the considerations
327        described In Article II, Section 7. 
328        As described in these bylaws, the chair of the audit committee shall be the vice
329        president and the vice president shall chair the audit committee; therefore, the
330        president does not appoint this position. The procedures for consultation and
331        appointment of commissioners to committees or external boards and commissions shall
332        be pursuant to the requirements of these bylaws related to committee structure. 
333 
334      (f/g)     Commission spokesperson. The president shall be the spokesperson for the
335        commission in expressing views held collectively by the Port of Seattle Commission that
336        have been established by action taken in public session or that are consistent with the
337        policies, statements, and actions of the port commission. [Pursuant to Gregoire's Amendment 6] 
338        The president may delegate this role on a case-by-case basis. The president shall make
339        reasonable efforts to consult with affected commissioners prior to making public
340        statements on behalf of the commission. When the president expresses his or her own
341        individual opinions, he or she shall refrain from using the title of commission president
342        in such a context. [Pursuant to Felleman's Amendment 7] 
343 
344      (g/h)     Signature of instruments. On behalf of the commission, the president shall sign
345        all proclamations adopted in public session. The president shall execute all agreements
346        required in the normal course of fulfilling his or her duties. The president shall sign all
347        official correspondence and other instruments on behalf of the commission that are
348        consistent with the opinions or policy direction of the commission established by public
349        action. 
350 
351      (h/i)     Other duties of the president. The president shall perform other  duties
352        incidental to the office of the president, as established from time to time by the Port of
353        Seattle commission. 
354 
355   6.  Duties of the vice president. 
356 
357      (a) Succession to president. The vice president shall succeed the president for the
358        subsequent calendar year succeed to the office of president at the expiration of his or
359        her term as vice president. If he or she is unable to fill the office of president in the
360        calendar year following the completion of his or her term as vice president at that time,

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361        the commission shall elect another commissioner to serve as president. A motion to
362        elect a president under these circumstances shall be in order as soon as reasonably
363        possible after the commission learns that the vice president will be unable to serve as 
364        president. The motion to elect a president under these circumstances may be offered
365        at any regular or special meeting. 
366 
367      (b) Audit committee chair. The vice president shall serve as chair of the commission's audit
368        committee. For this reason, the president shall not appoint the chair of the audit
369        committee. The audit committee participates directly in the oversight and review of
370        the performance of the internal audit director in accordance with policy directives
371        related to Port of Seattle salaries and benefits. In consultation with the audit
372        committee, the vice president shall contribute to the chief financial officer's
373        performance review of the internal audit director. [Pursuant to Felleman's Amendment 8] 
374 
375      (c) Other duties of the vice president. The vice president shall perform other duties
376        incidental to the office of the vice president, as established from time to time by the
377        Port of Seattle commission. 
378 
379   7.  Duties of the secretary. 
380 
381      (a) The secretary shall oversee the proper recording of official actions of the Port of Seattle
382        Commission and shall oversee the distribution, retention, and disposition of such
383        records as described in these bylaws. To carry out this responsibility, the secretary shall
384        coordinate with a commission clerk. The secretary shall present minutes for approval to
385        the commission and shall attest to the authenticity of approved minutes by signature.
386        When the secretary is physically absent, the presiding officer shall so attest. 
387 
388      (b) Other duties of the secretary. The secretary shall perform other duties incidental to the
389        office of the secretary, as established from time to time by the Port of Seattle 
390        commission. 
391 
392   8.  Duties of the commission clerk. 
393 
394      (a) There shall be a staff position to perform the duties of a commission clerk. The
395        commission clerk shall be supervised by the commission chief of staff. The work of the
396        commission clerk shall support the secretary as the officer responsible for overseeing
397        the recording of actions of the Port of Seattle Commission. 
398 
399      (b) Legal notices. Subject to authorization of the president, as described in Section 5, the
400        commission clerk shall ensure the posting, distribution, retention, and disposition of
401        port commission public meeting notices as may be required by law and these bylaws.
402 
403      (c) Minutes. The commission clerk shall ensure the recording, distribution, retention, and
404        disposition of records of the official actions of the Port of Seattle Commission in
405        accordance with applicable law and best practices. 
406 

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407      (d) Catalogs and indices. The commission clerk shall ensure the collection and cataloguing
408        of policy directives and governance-related resolutions of the Port of Seattle
409        Commission. He or she shall coordinate with the office of the port's executive director
410        to ensure that policies and procedures promulgated by the executive leadership of the
411        port are regularly reviewed for conformity with such policy directives. The commission
412        clerk shall maintain such indices of the records of the port commission as are
413        considered appropriate to accommodate the normal course of business. At a minimum,
414        the commission clerk shall maintain indices of actions of the port commission contained
415        in its minutes, and the subject matter of adopted resolutions, policy directives, and
416        other formal motions. 
417 
418      (e) Record holder. The commission clerk shall be the record holder and custodian of the
419        commission's approved minutes, adopted resolutions, proclamations, formal motions,
420        policy directives, and Delegation of Responsibility and Authority to the Executive Director
421        (General Delegation of Authority). The commission clerk shall be responsible for the
422        recording, distribution, retention, and disposition of these records and any related indices
423        pursuant to the procedures provided for in these bylaws. The commission clerk also shall
424        be the record holder of certificates of election of port commissioners, commission
425        transparency pledges, lists of commissioner assignments to commission committees and
426        external boards and commissions, and secondary copies of commissioner oaths of office,
427        which shall be recorded with the King County recorder's office. 
428 
429      (f)  Port seal. The commission clerk shall be the custodian of the official Seal of the Port of
430        Seattle and shall affix its impression on official instruments whenever required. 
431 
432      (g) Administration of oaths. The commission clerk shall be the ordinary administrator of
433        the oath of office for newly elected port commissioners as within the manner required
434        pursuant to RCW 29A.60.280, shall ensure the recording of such oaths with the King
435        County Recorder's Office, and shall provide other notarial services as required in the
436        regular course of business. If the commission clerk is not available to administer the
437        oath of office during the time period required pursuant to RCW 29A.60.280 or other
438        law, another official authorized to administer oaths pursuant to Chapter 5.28 RCW may
439        administer the oath, a copy of which shall be provided to the commission clerk for
440        submission to the recorder's office. The provisions of this section are intended to
441        ensure compliance with legal requirements and do not preclude additional public oath-
442        of-office ceremonies. 
443 
444      (h) Notice of adjournment. When circumstances prevent assembly of a quorum of port
445        commissioners at the scheduled place or time, the commission clerk shall call the
446        scheduled meeting to order exclusively for the purpose of adjourning to another time
447        or location and shall ensure the posting of a notice of adjournment as described
448        elsewhere in these bylaws. 
449 
450      (i)  Public comment. When the public is invited to comment pursuant to the provisions of
451        law or these bylaws, the commission clerk shall assemble a list of speakers. 
452 

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453      (j)  Roll-call votes. When a vote by roll call is required pursuant to the rules of order, the
454        commission clerk shall call the roll, announce the result to the presiding officer, and
455        record the votes so cast. The presiding officer shall announce the decision of the
456        commission on any motion. 
457 
458      (k) Parliamentarian. When questions of order arise, the commission clerk may advise the
459        presiding officer at the officer's discretion based on the commission's rules of order and
460        established parliamentary authority. 
461 
462      (l)  Other duties of the clerk. The commission clerk shall perform other duties consistent
463        with the responsibilities of a municipal clerk as may be required from time to time. 
464 
465      (m) Delegation of duties. The duties of the commission clerk may be performed on a
466        temporary basis by a deputy commission clerk or suitable delegate, as circumstances
467        require. 
468 
469 
470   Article IV  Meetings 
471 
472   1.  Public meetings. 
473 
474      (a) All meetings of a quorum of port commissioners shall be open to the public as required
475        by law and these bylaws; provided deliberations may be closed to the public pursuant
476        to the exemptions provided for explicitly in state law and in accordance with the
477        procedures required by statute and these bylaws. 
478 
479      (b) Record of proceedings. A record of all actions of the port commission taken during its
480        public meetings shall be kept by the commission clerk and shall be made available to
481        the public in the form of minutes approved by the port commission. When the
482        commission has approved the minutes of a meeting, the minutes so approved shall
483        represent the sole, final, and considered determination of the commission as to the
484        actions contained therein, superseding all statements made by commissioners at the
485        meeting. Unless prevented by extenuating circumstances, regular meetings shall, and
486        special meetings may, be recorded electronically. 
487 
488   2.  Quorum. A majority of the persons holding the office of port commissioner at any time
489      shall constitute a quorum of the port commission for the transaction of business. No
490      business of the port commission shall be transacted unless there are in office at least a
491      majority of the full number of commissioners fixed by law, except as otherwise may be
492      provided for by law. No action defined by statute as the transaction of the official business
493      of a public agency shall occur in the absence of a quorum. In the absence of a quorum,
494      individual  commissioners  may  participate  in  informational  presentations.  Such
495      presentations are not deliberations of the Port of Seattle Commission, and comments made
496      by individual commissioners in this context are not directions binding on the executive
497      director or other agents of the Port of Seattle  comments made by individual
498      commissioners in the absence of a quorum are advisory only and are not binding on the

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499      executive director or staff of the Port of Seattle in the same manner as are actions or
500      decisions of the port commission. [Pursuant to staff Amendment 12] In the event a public meeting is
501      interrupted by the loss of a quorum of commissioners, the presiding officer shall announce
502      that the commission meeting has been adjourned or recessed due to the absence of a
503      quorum before continuing with further informational presentations. 
504 
505   3.  Absences. 
506 
507      (a) Failure to attend port commission meetings The failure of a port commissioner to attend
508        port commission meetings for a period of 60 days, unless excused by the commission, 
509        shall constitute a vacancy in office as described in RCW 53.12.140. When commissioners
510        are absent from meetings If a port commissioner is absent from port commission
511        meetings in order to attend to other port business, such absences shall be deemed
512        excused. Absences shall be noted in the meeting minutes as either "excused" or "absent." 
513 
514      (b) Remote participation. Commissioners shall attend public meetings of the Port of Seattle
515        Commission in person unless prevented from doing so by extenuating circumstances.
516        Commissioners who are unable to attend in person may participate in meeting
517        deliberations electronically or by telephone, provided the commissioner can interact in
518        deliberations and be heard can interact in the deliberations and can be heard by the
519        other commissioners and others attending the meeting. Commissioners participating in
520        a meeting in this manner remotely shall be counted for purposes of establishing a
521        quorum and shall vote on all matters put for a decision as long as they are present at
522        the time of the vote during the meeting. Except in cases of special meetings called to
523        deal with an emergency involving injury or damage to persons or property or the
524        likelihood of such injury or damage as described in RCW 42.30.080, at least one
525        commissioner shall be physically present to preside over a public meeting when other
526        commissioners are participating electronically or by telephone. 
527 
528   4.  Regular meetings. 
529 
530      (a) Date, place, and time. Regular meetings of the Port of Seattle Commission shall be held
531        on the second and fourth Tuesdays of every month except December. In December,
532        regular meetings shall be held on the second and third Tuesdays. The meeting held on
533        the second Tuesday of the month shall be held at port headquarters at Pier 69, 2711
534        Alaskan Way, Seattle, Washington. When a regular meeting is held on the fourth
535        Tuesday of the month, it shall be held at the conference center at Seattle-Tacoma
536        International Airport, 17801 International Boulevard, Seattle, Washington. The meeting
537        held on the third Tuesday of December shall be held at the conference center at
538        Seattle-Tacoma  International  Airport,  17801  International  Boulevard,  Seattle,
539        Washington. Regular public meetings shall be convened at 12:00 noon. When an
540        executive session is to be held, the regular meeting may convene at 11:00 a.m. and
541        shall immediately recess to an executive session that shall be closed to the public, after
542        which the public session shall reconvene at 12:00 noon. When a regular meeting falls on
543        a holiday, such regular meeting shall be rescheduled as soon as possible thereafter.
544        Regular public meetings held pursuant to the schedule described in this section shall

Page 12 of 27

545        not require additional publication of notice; however, notice similar to that provided for
546        special meetings may be provided for regular meetings. 
547 
548      (b) Cancellation. Regular or special meetings may be cancelled by authorization of the
549        president or by written request of a majority of the membership of the commission. Such
550        a request shall be provided to the president and the commission clerk at least 25 hours in
551        advance of the scheduled convening time of the meeting to be cancelled. The
552        commission clerk shall issue notice of such cancellations no later than 24 hours in
553        advance of the scheduled convening time pursuant to the same procedures required for
554        notice of special meetings. Meetings requiring cancellation less than 24 hours in advance
555        of the scheduled convening time due to extenuating circumstances shall be convened at
556        the scheduled time and immediately adjourned as otherwise provided for in this section. 
557 
558   5.  Order of business for regular meetings. 
559 
560      (a) The order of business for regular meetings shall be as follows, subject to the conditions
561        specified in this section: 
562 
563        Call to Order 
564        Executive Session 
565        Approval of the Agenda 
566        Executive Director's Report 
567        Public Comment 
568        Unanimous Consent Calendar 
569        Special Orders 
570        Authorizations and Final Actions 
571        Presentations, Reports, and Staff Briefings 
572        Questions on Referral to Committee 
573        Adjournment 
574 
575      (b) Call to order. At the time specified by notice or these bylaws, the presiding officer shall
576        call the meeting to order, announce the date, location, and convening time, and
577        announce the presence of those commissioners constituting a quorum. When using the
578        regular order of business, upon establishing a quorum, the presiding officer shall
579        announce any absences and shall lead the commissioners and public assembled in
580        reciting the Pledge of Allegiance to the Flag before continuing with other public
581        business. 
582 
583      (c) Executive session. An executive session closed to the public may be held as described
584        elsewhere in these bylaws for the purposes permitted by state law. When an executive
585        session is held prior to transacting public business pursuant to the procedures in these
586        bylaws, the commission shall reconvene in public session and may again recess into
587        executive session as provided for by law. 
588 
589      (d) Approval of the agenda. Following convening of the public session of a meeting using
590        the regular order of business, the presiding officer shall call for approval of the day's

Page 13 of 27

591        agenda by putting the question for the revision of the proposed agenda. If any
592        commissioner objects to the day's agenda, the commissioner shall offer an amendment
593        to add to, remove from, or reorder items on the preliminary agenda. If there are no
594        amendments offered for the day's agenda, the proposed agenda shall be deemed
595        approved without objection. Any commissioner present at the time of approval of the
596        agenda may remove an item from the consent calendar for separate consideration and
597        vote. Removal of an item from the consent calendar by a commissioner shall not
598        require a vote of the other commissioners attending the meeting unless the proposal is
599        to remove the item from the day's agenda altogether. Any other amendments to the
600        agenda shall be decided in the order moved and shall require a second to be
601        considered. The approved agenda, including any successful amendments, shall
602        constitute the specific order of the day. Upon approval of the agenda, proposed
603        motions requesting commission approval or authorization on the agenda shall be
604        considered filed with the commission clerk, in the possession of the commission, and
605        shall not be withdrawn or amended except by a vote of a majority of the membership.
606        Further changes to the approved agenda may be made later in the meeting and shall
607        require a two-thirds vote for passage. Items consideration. Final actions shall not be
608        added to the agendas of special meetings at the time of approval of the agenda. 
609 
610      (e) Executive director's report. The executive director may make a brief report and
611        announcements to the commission on matters relevant to commission deliberations
612        prior to consideration of the orders of the day. 
613 
614      (f)  Public comment. The commission may accept public comment at a regular or special
615        meeting and shall accept public testimony during public hearings and at other times as
616        required by law. Submission of written comment to the commission shall be
617        encouraged. 
618 
619      (g) Unanimous consent calendar. Items on the consent calendar shall include routine
620        matters and actions considered by the president to have general consensus of all
621        commissioners, including approval of the minutes of prior meetings available for
622        commission approval. Resolutions may be included on the consent calendar for final
623        adoption if they are routine and considered by the president to have general consensus
624        of all commissioners, have already been introduced on a prior day, and do not require a
625        public hearing or amendment. Items on the consent calendar shall not be subject to
626        discussion or debate and shall be decided by a single vote. Any commissioner present at
627        the time of consideration of approval of the agenda may request removal of an item
628        from the unanimous consent calendar for separate consideration and vote. Items
629        removed from the consent calendar for separate consideration and vote shall become
630        special orders for the day and shall be taken up following those items previously
631        scheduled for consideration as special orders. 
632 
633      (h) Special orders. Special orders of business are items designated to be considered at a
634        particular time in the orders of the day. Special orders of business shall be listed on the
635        day's agenda and may include presentations or recognitions of a ceremonial nature,
636        stakeholder engagement sessions, policy roundtables, public hearings, or any actions

Page 14 of 27

637        the commission chooses to take up at a special time on its agenda. 
638 
639      (i)  Authorizations and final actions. Requested authorizations and other final actions
640        requiring a decision by the commission shall be listed on the day's agenda and shall be
641        considered in their regular order. Authorizations and final actions laid on the table may
642        be taken from the table by a vote of a majority of the membership during the same 
643        session or shall become special orders of business at the next regular meeting of the
644        commission or at the meeting specified in the motion to lay on the table. 
645 
646      (j)  Presentations, reports, and staff briefings. Presentations not requiring immediate final
647        action shall be considered during the order of presentations, reports, and staff
648        briefings. Final action may be taken on such matters by a majority vote of the
649        membership only when all commissioners are present to participate or participating
650        remotely in the meeting. 
651 
652      (k) Questions  on  referral  to  committee.  Matters  referred  to  committees  for
653        recommendation in advance of public consideration by the commission may be
654        discharged from committee pursuant to the provisions of Article V. 
655 
656      (l)  Adjournment. Provided there is no further scheduled business to transact, the 
657        commission shall adjourn without the need for a motion for adjournment. 
658 
659   6.  Special meetings. 
660 
661      (a) Any meeting held at a time or location other than as described for a regular meeting
662        pursuant to these bylaws constitutes a special meeting of the Port of Seattle 
663        Commission. Special meetings may be called at any time by the president or a majority
664        of the membership of port commissioners, provided notice is issued by the commission
665        clerk in the manner prescribed by law not later than 24 hours in advance of the
666        convening time of a special meeting. The date, time, and location for convening such
667        meetings shall be described in the notice for the special meeting as required pursuant
668        to Chapter 42.30 RCW. The call for a special meeting shall include a description of the
669        business to be transacted during the special meeting and final action shall not be taken
670        on any other matter at such meeting. A special meeting may follow the order of
671        business prescribed for a regular meeting. 
672 
673      (b) Waiver of notice. Written notice issued at least 24 hours in advance of convening a
674        special meeting shall not be required when a special meeting is called to deal with an
675        emergency involving injury or damage to persons or property as described in
676        RCW 42.30.080. The requirement to issue written notice at least 24 hours in advance of
677        convening a special meeting may be dispensed with in the case of any commissioner
678        who files with the commission clerk a written waiver of notice prior to the convening of
679        such meeting. Such written notice may also be dispensed with as to any commissioner
680        who is actually present at the time of convening the special meeting. The written waiver
681        of notice shall include the commissioner's signature or similar authentication and shall
682        state the date, time, location, and description of the business to be transacted at the

Page 15 of 27

683        special meeting. The commission clerk shall provide forms for executing notice waivers. 
684 
685      (c) Notice waiver not submitted. Special meetings called with less than 24 hours' written
686        notice shall comply with all requirements of law and these bylaws. Special meetings
687        called to deal with an emergency involving injury or damage to persons or property as
688        described in RCW 42.30.080 do not require 24 hours' written notice. When any other
689        special meeting is called with less than 24 hours' notice, written notice shall be posted
690        as far ahead of convening the meeting as practicable. In such a case, if any
691        commissioner has not filed a written waiver of notice as prescribed in this section, and
692        such commissioner is not present when the special meeting convenes, the special
693        meeting shall immediately adjourn to a time that is at least 24 hours after the actual
694        time of posting the written notice for the meeting. The procedures for adjourning a
695        special meeting are described further in Section 7 below. [pursuant to staff's Amendment 3] 
696 
697      (d) Special meetings called by a quorum of commissioners. When a majority of the
698        membership of the commission calls a special meeting, the commissioners calling the
699        meeting shall notify the president and commission clerk in writing of their intention to
700        convene the special meeting. The written request shall indicate the place and time for
701        convening the special meeting and a description of the business to be transacted. This
702        information shall be included in the notice for the special meeting pursuant to the
703        notice requirements of law and these bylaws. Final action shall not be taken on any
704        other matter at such meeting. Such a written notification to call a special meeting by a
705        majority of the membership of the commission shall be delivered to the commission
706        clerk at least 25 hours prior to the convening time of such a special meeting. No special
707        meeting called pursuant to the procedures in these bylaws shall commence earlier than
708        24 hours after the time of posting of the required meeting notice. 
709 
710      (e) Special meetings; community engagement. At least twice every year, the commission
711        shall hold special meetings for the purpose of engaging the public in the consideration
712        of matters relevant to the work of the Port of Seattle. The meeting locations, times, and
713        agendas shall be appropriate to the intended participants and shall comply with
714        applicable law and these bylaws. 
715 
716   7.  Adjournment or continuation of a public meeting. Regular and special meetings may be
717      adjourned or continued pursuant to the notice requirements of Chapter 42.30 RCW. When
718      a meeting is so adjourned and provided members of the public are present at the time of
719      the adjournment or continuation, the presiding officer or the commission clerk shall
720      announce the place and time to which the meeting is to be adjourned or continued. An
721      order of adjournment shall be posted on or near the door of the room where the meeting
722      was adjourned or continued immediately following the announcement of adjournment or
723      continuation. If no members of the public are present at the time the meeting is adjourned
724      or continued, the announcement may be dispensed with and a copy of the order shall be
725      posted as described here. 
726 
727   8.  Executive sessions. 
728 

Page 16 of 27

729      (a) Executive sessions shall be closed to the public pursuant to the limitations imposed by
730        state law, including but not limited to the Open Public Meetings Act, Chapter 42.30
731        RCW. No final actions shall be taken during an executive session. Executive sessions 
732        may be held only during a regular or special meeting of the port commission and may
733        be held at any time following convening of the public meeting in accordance with the
734        procedures required by statute and described in these bylaws. 
735 
736      (b) Recording of executive sessions. Executive sessions shall be recorded electronically,
737        and the general counsel shall be the record holder of the original recordings. Executive
738        sessions held for the purpose of discussing evaluation of qualifications for public
739        employment or review of the performance of a public employee as described in RCW
740        42.30.110(1)(g) shall be exempt from the recording requirements of this section.
741        Executive sessions held to discuss other matters authorized by RCW 42.30.110 may be
742        made exempt from recording by a motion decided in public session prior to convening
743        the executive session. The extent to which the executive session or parts thereof shall
744        be exempt from recording shall be stated in the motion to exempt from recording.
745        Outside counsel annually shall monitor the commission's compliance with Chapter
746        42.30 RCW  the Open Public Meetings Act  and other laws by reviewing recordings
747        of commission executive sessions on a representative sampling basis. [Pursuant to Gregoire's
Amendment 5] 
748 
749 
750      (b/c)     Recessing to executive session; public present. The following procedure shall
751        apply when an executive session is conducted prior to transacting the other business of
752        a regular or special meeting and when the public is present in the scheduled location of
753        the public meeting. A quorum of port commissioners shall assemble at the location of
754        the executive session. Once the required quorum is present and the published time for 
755        convening the regular or special meeting has arrived, the presiding officer and the
756        commission clerk shall meet in the scheduled location of the public meeting and the
757        presiding officer shall call the meeting to order. If the required quorum of
758        commissioners is present at the location of the executive session but not immediately
759        present in the scheduled location of the public meeting, the presider shall announce
760        that such a quorum is present. The presiding officer shall announce the number of
761        topics to be discussed in executive session and identify them sufficiently to establish
762        their legal exemption from public deliberation. The announcement shall provide an
763        estimate of the time at which the public session will reconvene, and the public meeting
764        will then immediately stand in recess. The time announced for reconvening the special
765        or regular meeting shall not be earlier than the time otherwise published for
766        commencement of the public session of such a regular or special meeting in accordance
767        with the notice requirements of Chapter 42.30 RCW. 
768 
769      (c/d)     Recessing to executive session; public not present. The following procedure shall
770        apply when an executive session is conducted prior to transacting the other business of
771        a regular or special meeting and when the public is not present in the scheduled
772        location of the public meeting. A quorum of port commissioners shall assemble at the
773        location of the executive session. Once the required quorum is present and the
774        published time for convening the regular or special meeting has arrived, the

Page 17 of 27

775        commission clerk shall notify the presiding officer that there are no members of the
776        public assembled in the scheduled location of the public meeting, and the
777        announcement procedures of subsection (c) above may be dispensed with. Under these
778        circumstances, a notice listing the matters to be discussed in executive session and
779        noting the applicable legal exemptions from public deliberation shall be posted on or
780        near the door of the scheduled location of the public meeting. This notice shall include
781        the time previously published for reconvening of the public session of the regular or
782        special meeting as required under Chapter 42.30 RCW. 
783 
784      (d/e)     Extension of executive session. The following procedure shall apply when an
785        executive session is conducted prior to transacting other public business of a regular or
786        special meeting and the length of the executive session requires extension by more
787        than five minutes. The presiding officer shall return to the public meeting room and
788        announce, or may designate the commission clerk to announce, the extension of the
789        executive session pursuant to the requirements of Chapter 42.30 RCW. The
790        announcement of extension shall include a revised time for reconvening the public
791        session, and a quorum of commissioners shall not reconvene the public session at a
792        time earlier than so announced. When an executive session is so extended, a revised
793        notice listing the updated time for reconvening the public session, the matters to be
794        discussed in executive session, and the applicable legal exemptions from public
795        deliberation shall be posted on or near the door of the scheduled location of the public
796        meeting. 
797 
798 
799   Article V  Committees 
800 
801   1.  The commission may at any time establish such standing or special committees as it deems
802      necessary for the transaction of business. Except as otherwise prescribed in these bylaws,
803      the composition and leadership of committees shall be determined by the president. To
804      ensure compliance with Chapter 42.30 RCW and other applicable law related to open public
805      meetings, committees shall include not more than two commissioners and the presence of
806      both commissioners shall be required to establish a quorum for the purpose of conducting
807      the committee's business. Additional committee members may be appointed from among
808      port staff, public stakeholders, or subject matter experts, as appropriate to the scope of the
809      work of the particular committee. Non-commissioners on a committee shall not be counted
810      for purposes of establishing a quorum and shall not vote on any question put to the
811      committee. 
812 
813   2.  Charter required. Every committee of the port commission shall be established by adoption
814      of a charter that shall include the following information: 
815 
816      (a) The name of the committee; 
817 
818      (b) Whether meetings of the committee shall be open to the public; 
819 
820      (c) If applicable, a schedule of regular committee meetings; 

Page 18 of 27

821 
822      (d) The scope of the committee's work; 
823 
824      (e) The extent to which the committee is legally authorized to act on behalf of the
825        commission; 
826 
827      (f)  Whether the committee is authorized to hold public hearings or other public
828        engagement activities; 
829 
830      (g) The duration of the committee's work; and 
831 
832      (h) Specific outcomes or recommendations expected of the committee in the conduct of its
833        business; and 
834 
835      (i)  Which staff of the Port of Seattle Commission shall support the committee's work. 
[Pursuant to Amendment 14 (Bowman comments)] 
836 
837 
838   3.  Committee membership. As noted in Article III above As noted elsewhere in these bylaws,
839      the president shall appoint commissioners to serve on or chair standing or special
840      committees and on external boards and commissions. Committee and external board and
841      commission assignments shall be developed in consultation with other commissioners and
842      shall be completed by the end of January each year. according to the following guidelines: 
843 
844      (a) No later than December 1, the vice president, acting in the capacity of president-elect,
845        shall forward to commissioners expecting to serve on the Port of Seattle Commission in
846        the following calendar year a list of committees and external boards and commissions
847        available for commissioner participation in the new year. The list shall be sent to any
848        newly elected commissioners for whom election results have been certified by
849        December 1. The list shall include the name of the standing or special committee of the
850        commission and the names of all known available external boards and commissions, a
851        brief description of the group, and the current commissioner assignments, if any. The
852        vice president shall ask commissioners to consider service on the listed groups in the
853        coming year and to propose their ranked preferences for such service. 
854 
855      (b) By no later than December 15, commissioners shall consider and propose in writing
856        their ranked preferences for service on the various committees, boards, and
857        commissions and may propose service on additional committees, boards, or
858        commissions as well. Care shall be taken during the consultation process to comply with
859        legal requirements applicable to open public meetings. The deadline for responding
860        may be extended by consultation with the vice president. 
861 
862      (c) Having in mind those considerations Bearing in mind the considerations described 
863        above and consulting further with individual commissioners as needed, the vice
864        president shall prepare a preliminary list of committee, board, and commission
865        assignments. 
866 

Page 19 of 27

867      (d) No later than the second Tuesday of January, the president shall distribute a
868        preliminary list of assignments for commission committees, and external boards and
869        commissions to commissioners. Commissioners shall have seven days to review the
870        preliminary assignments and may propose revisions. 
871 
872      (e) During the commission's public meeting on the fourth Tuesday of January, or if such
873        meeting is cancelled, at the commission public meeting next held, the president shall
874        announce that assignments to committees and external boards and commissions have
875        been made, and a copy of the list of assignments shall be entered upon the record of
876        the meeting. [Pursuant to Amendment 15 based on Bowman comments] 
877 
878      (f)  Assignments to committees of the port commission  and external boards and
879        commissions may change during the year, and the commission clerk shall maintain an
880        updated list, noting the dates and the nature of any revisions. Changes to such
881        assignments shall be made only after consulting the commissioners affected, and the
882        president shall provide the commission clerk with written notice of any changes. 
883 
884   4.  Standing committees. The charter for a standing committee shall be adopted by resolution,
885      and such resolution shall add such committee to the list of standing committees included in
886      these bylaws. Standing committees shall conduct their business in meetings open to the
887      public with notice provided pursuant to Chapter 42.30 RCW and the notice requirements of
888      these bylaws. The standing committees of the Port of Seattle Commission are the following: 
889 
890      (a) Audit Committee 
891 
892   5.  Special committees. Special committees are those committees established at any time by
893      the commission which have a limited purview and limited duration of existence. The
894      charter of a special committee shall be adopted by a formal written motion and shall
895      include the classes of information specified for inclusion in any committee charter as
896      described in these bylaws. A special committee legally empowered to act on behalf of the
897      commission, conduct hearings, or take testimony or public comment shall conduct its
898      business in meetings duly noticed and open to the public. Special committees need not
899      meet in public session when their membership is less than a quorum of commissioners and
900      they are not legally authorized to act on behalf of the commission as described above. 
901 
902   6.  Referral to committee. Topics that involve establishment or revision of policy directives or
903      governance structures shall be referred to a committee of appropriate purview for
904      recommendations on action by the commission. Other matters may be referred to
905      appropriate committees at the discretion of the commission by public action. If there is no
906      standing or special committee of appropriate purview constituted for the particular
907      matter, one shall be constituted by a charter adopted pursuant to the requirements of
908      these bylaws. Such committee referral shall be made by the president, or may be ordered
909      by the commission by public action. Notwithstanding the timeline set in the committee's
910      charter for consideration and recommendation to the commission, the commission may,
911      by a vote of a majority of its membership, discharge a committee from further
912      consideration of a particular matter. The motion to so discharge shall refer the matter to

Page 20 of 27

913      a different committee or place it on the agenda for commission consideration at an
914      appropriate time. [Pursuant to staff's Amendment 2] 
915 
916   7.  Attendance at committees by additional commissioners. Because the presence of three or
917      more commissioners at any meeting results in the assembly of a quorum of the port
918      commission, commissioners shall refrain from attending committees to which they are not
919      assigned. When circumstances compel attendance of more than two commissioners at a
920      meeting of a standing or select committee, the additional commissioner(s) planning to
921      attend shall notify the commission clerk in writing of their intention to attend the meeting.
922      Notice to the commission clerk shall be provided at least 25 hours in advance of the time
923      set for convening the meeting. The commission clerk shall provide public notice of the
924      committee meeting where a quorum of commissioners will be present pursuant to the
925      requirements of law and these bylaws. 
926 
927   8.  Record of committee proceedings and recommendations. Standing and special committees
928      shall keep records of actions taken and assigned during their deliberations and of final
929      recommendations made to the commission. These records shall be prepared by the staff
930      person identified in the committee's charter as its committee's staff coordinator and shall
931      be authenticated by the signature of the committee chair. The commission clerk shall be
932      the record holder for these records and shall make them available for public review. Final
933      recommendations of standing or special committees shall be placed on the agenda of a
934      commission public meeting as soon as practicable and may be discussed by the commission
935      in public session. Unless prevented from doing so by extenuating circumstances, standing
936      committees shall record their deliberations electronically. 
937 
938 
939   Article VI  Rules of Order 
940 
941   1.  Parliamentary authority. The rules contained in the current edition of Robert's Rules of
942      Order Newly Revised shall govern the commission in all cases to which they are applicable
943      and in which they are not inconsistent with these bylaws and any special rules of order the
944      commission may adopt. 
945 
946   2.  Voting. 
947 
948      (a) It shall be the responsibility of each commissioner to vote on all questions put for
949        action. Commissioners may abstain for any stated reason and shall recuse themselves
950        when appropriate to do so because of the appearance of a conflict because of the
951        potential of a conflict  of interest or because of an actual conflict of interest.
952        Commissioners shall announce their reasons for abstaining or recusing themselves from
953        consideration of a matter pursuant to the requirements of these bylaws. Abstentions
954        are neither "yeas" nor "nays" and shall not be counted as part of the vote of the
955        commission. Commissioners who abstain from the consideration of a matter because of
956        the appearance of a conflict because of the potential of a conflict of interest or because
957        of an actual conflict of interest shall be subject to rules pertaining to recusal described
958        in Article II, Section 5. 

Page 21 of 27

959 
960      (b) Motion required. The commission shall transact its business only by motion made by
961        any commissioner, including the presiding officer, participating in a public meeting. A
962        motion is a proposal to take an action, whether verbalized or formalized in writing, such
963        as in the form of a resolution or by written motion. Motions shall be decided by the
964        vote prescribed by law, these bylaws, or applicable parliamentary authority or these
965        bylaws. The decision of the commission shall be announced by the presiding officer.
966        Only instructions actions in the form of a motion adopted by the required vote shall be
967        binding on the executive director or other agents of the Port of Seattle and staff of the
968        Port of Seattle as actions or decisions of the port commission. 
969 
970      (c) Motions to be seconded. Motions shall require a second to be considered, unless
971        exempt from the need for a second by the adopted parliamentary authority or the
972        provisions of these bylaws. 
973 
974      (d) Majority vote. In all cases where a majority vote is required for passage of any question,
975        it shall require an affirmative vote of a majority of the commission's membership to
976        pass. 
977 
978      (e) Voting procedure. A vote by voice shall be sufficient for the passage of any matter,
979        provided any commissioner may call for a vote by roll call as described in Article III,
980        Section 8. Votes shall be indicated by "yea" for approval or "nay" for objection. 
981 
982      (f)  Unanimous consent. The commission may act by unanimous consent when support for
983        passage of an action is clearly unanimous it is the presiding officer's opinion that there
984        is general approval for it among commissioners. In such cases "yeas" and "nays" need
985        not be called for, provided the presider calls for objections and no objections are
986        voiced. Actions taken by unanimous consent are decisions of the commission. The
987        outcome of an action taken by unanimous consent shall be announced by the presider
988        and shall be recorded in the minutes as taken "without objection." A single objection to
989        action by unanimous consent shall put the question to a voice vote, or, if requested by
990        any commissioner, a roll-call vote. 
991 
992   3.  [intentionally left blank] 
993 
994   4.  Excusing absences. Those commissioners announced by the presider as excused shall be
995      deemed excused by unanimous consent of the commissioners present provided there is no
996      objection. Upon receipt of an objection to a commissioner's status as excused or absent,
997      the presider may correct his or her previous announcement. If there is a further objection
998      or if there is any confusion as to the subject commissioner's status as excused or absent,
999      the presider shall put the question for approval to record the subject commissioner as
1000     excused. 
1001 
1002   5.  Amendment of questions. Once a motion has been made or a requested action filed by
1003     virtue of its inclusion on an approved agenda, it shall be modified only by amendment. Any
1004     commissioner, including the presiding officer, may offer an amendment to a question that

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1005     is subject to amendment. Amendments other than simple amendments to procedural
1006     motions shall be offered in writing and their content repeated by the presiding officer prior
1007     to taking a vote on the amendment as a subsidiary question. 
1008 
1009     Amendments filed in writing with the commission clerk at least 24 hours prior to the
1010     convening of the public meeting during which they are intended to be offered shall
1011     require a majority vote of the membership for passage. Amendments offered less than 24
1012     hours prior to the convening of the public meeting during which they are intended to be
1013     offered shall require a vote of two-thirds of the membership for passage. [Pursuant to Gregoire's
Amendment 4] 
1014 
1015 
1016     Amendments shall be subject to a vote for adoption. Amendments that are not
1017     controversial and have clear unanimous support may be adopted by unanimous consent,
1018     provided they are submitted in writing and are repeated when the presiding officer
1019     announces the outcome of the vote. 
1020 
1021     An amendment may be adopted by unanimous consent pursuant to the voting procedures
1022     of these bylaws provided the amendment is submitted in writing. Amendments adopted
1023     by unanimous consent shall be recorded in the minutes as adopted "without objection."
1024     Amendments are subsidiary questions and shall be considered after acceptance of a motion
1025     and second on the main question to which they are attached and shall be decided before
1026     the vote on the main question. 
1027 
1028   6.  Resolutions. 
1029 
1030     (a) The port commission shall take action by resolution for actions that are required by law
1031        to be in resolution form; that repeal or amend actions previously taken by resolution;
1032        that establish or revise policy directives or governance structures; or that are actions of
1033        a legislative character, as defined by law and below. 
1034 
1035     (b) Form of resolutions. Resolutions shall be consecutively numbered and shall include the
1036        following components: 
1037 
1038        (i)  A  title representative of the resolution's intent with reference to all prior
1039          resolutions amended or repealed; 
1040        (ii) A preamble of "whereas" clauses stating the rationale for the action to be taken; 
1041        (iii) A "resolved" clause organized into sections as needed and asserting the proposed
1042          action; and 
1043        (iv) A section indicating the date of public adoption with places to affix signatures and
1044          the impression of the port seal. 
1045 
1046        The commission clerk shall maintain a form for drafting of resolutions as approved for
1047        use by legal counsel. 
1048 
1049     (c) Matters of a legislative character. For the purposes of this section, "actions of a
1050        legislative character" shall include interagency agreements requiring the corresponding

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1051        governmental entity to adopt the interagency agreement by ordinance or take similar
1052        legislative action as required by law. 
1053 
1054     (d) A resolution shall be introduced and adopted by separate votes on the introduction of
1055        the resolution and the adoption of the resolution. No resolution shall be adopted on the
1056        same day upon which it is introduced, except by unanimous consent of all
1057        commissioners as described in these bylaws. Once a motion for introduction of a
1058        resolution has been made or a resolution has been introduced through filed by its
1059        inclusion on an approved agenda, it shall be modified only by amendment.
1060        Commissioners may give their consent to adopt a resolution on the same day it is
1061        introduced in person at the meeting during which final passage of the resolution is
1062        sought or, in the case of commissioners absent from such meeting, by advance written
1063        consent. Written consent for a vote on final passage of a resolution at the same
1064        meeting as its first introduction shall include the resolution number or series of
1065        numbers, a brief description of the resolution(s), the date of the meeting for which such
1066        consent is given, and the name and signature or similar authentication of the
1067        commissioner giving consent. Such written consent shall be included in the record of
1068        the meeting for which the written consent concerning the resolution(s) is granted. 
1069 
1070     (e) The commission clerk shall provide a form for the giving of consent to adoption of a
1071        resolution on the same day it is introduced. 
1072 
1073     (f)  The commission clerk shall maintain adopted resolutions pursuant to required retention
1074        schedules, shall provide for the numbering and indexing of resolutions by subject and
1075        date of adoption, and shall make all resolutions available for public review. 
1076        The commission clerk shall maintain records of adopted resolutions as described in
1077        these bylaws. 
1078 
1079   7.  Written motions. Motions that are not procedural in nature shall be submitted in writing
1080     for consideration by the commission. Written motions shall include action requests
1081     submitted in a commission agenda memorandum and attached to an approved agenda;
1082     ceremonial proclamations as described in Section 8 of this article; and amendments to main
1083     questions documented on forms provided for that purpose. The commission clerk shall
1084     keep a record of adopted formal motions of the Port of Seattle Commission, which shall be
1085     sequentially numbered; shall include a brief title and text of the motion and may include a
1086     statement in support of the motion; and shall be indexed and made available for public
1087     review. 
1088 
1089   8.  Proclamations. The commission may from time to time take actions of a ceremonial nature
1090     by proclamation. Adopted proclamations shall be signed by the commission president and
1091     shall have the port seal affixed. 
1092 
1093   9.  Limitation on debate. As a board of less than twelve members, the Port of Seattle
1094     Commission may allow any commissioner to speak multiple times on any subject under
1095     consideration. Before a commissioner speaks twice on the same subject, the other
1096     commissioners shall have an opportunity to speak on that subject in turn. A motion to limit

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1097     debate may be made. The motion shall stipulate the amount of time to which
1098     commissioner comment will be limited and requires a two-thirds vote for passage. 
1099 
1100   10. Order and decorum. The presiding officer shall be responsible for maintaining order and
1101     decorum during public meetings. Commissioners shall address motions and procedural
1102     inquiries to the presiding officer and may address staff and guest presenters directly during
1103     consideration of a particular matter, provided they have been recognized by the presider.
1104     Those speaking during consideration of any matter shall limit remarks All persons speaking
1105     during consideration of any matter, including commissioners, staff, and members of the
1106     public, shall limit remarks [Pursuant to Amendment 17 based on Bowman/Felleman comments] to the matter at
1107     hand, avoiding personalities, vulgarity, insults, inflammatory language, comment about
1108     others' motives, criticism of past actions,  and other comments not germane to the
1109     discussion of the matter at hand. During a public meeting or hearing, commissioners shall
1110     refrain from engaging in dialog with speakers offering public comment, but may request
1111     further information or consultation from the presiding officer or appropriate staff
1112     representative on a topic raised during comment. 
1113 
1114   11. Rules governing public comment. 
1115 
1116     (a) Persons wishing to address the commission shall sign up to testify comment on lists
1117        provided by the commission clerk and shall identify the specific agenda item or subject
1118        to be addressed. Recorded comment and the identity of speakers shall be public
1119        records subject to the disclosure requirements of Chapter 42.56 RCW. The names of
1120        speakers shall be recorded in the minutes of the public meeting. 
1121 
1122     (b) The time allotted for public oral comment shall be limited to a total of 45 minutes,
1123        unless extended at the commission's discretion. The presiding officer may limit the time
1124        allotted to each person, may limit the number of persons speaking on any topic, may
1125        limit the time allotted to any topic, may limit oral comment to those with new
1126        information to present, or may otherwise limit oral comment in the interest of order
1127        and decorum, subject to the will of the commission. 
1128 
1129     (c) Testimony related to a public hearing shall be heard during the corresponding public
1130        hearing, which shall be listed on the day's agenda. The commission may accept further
1131        oral public comment at other times on the agenda as deemed appropriate by consent
1132        of a majority of the membership. 
1133 
1134     (d) Persons providing oral public comment shall approach the podium or testimony table
1135        when recognized by the presiding officer and shall use the microphones provided. Each
1136        speaker shall repeat his or her name for the record, shall identify the agenda item or
1137        subject to be addressed, and shall address remarks to the commission as a body.
1138 
1139     (e) Disruptions of commission public meetings are prohibited. Disruptions include but are
1140        not limited to the following: 
1141 
1142        (i)  Refusal of a speaker to comply with the allotted time set for the individual speaker's

Page 25 of 27

1143          public comment; 
1144       (ii)  Outbursts from members of the public who have not been recognized by the
1145          presiding officer for public comment; 
1146       (iii)  Delaying the orderly conduct or progress of the public comment period, including
1147          interfering with the testimony of others; 
1148       (iv)  Directing remarks to the audience; 
1149       (v)  Holding or placing of a banner or sign in the commission meeting room in a way that
1150          endangers others or obstructs the free flow of persons attending the commission
1151          meeting; 
1152       (vi)  Leaving the podium or testimony table to physically approach commissioners or
1153          staff during one's public comment, provided that speakers may offer written
1154          materials to the commission clerk for distribution before, during, or after their
1155          testimony to commissioners and may approach the commission clerk to ask
1156          questions or for direction; 
1157       (vii)  Any behavior that disrupts, disturbs, or otherwise impedes attendance at a
1158          commission public meeting. 
1159 
1160     (f)  If a meeting is interrupted by a disruption as described in these bylaws so as to render
1161        the orderly conduct of the meeting not feasible, the presiding officer, at the discretion
of the commission, [Pursuant to staff Amendment 13] may recess the meeting or adjourn the
1162 
1163        meeting to another location pursuant to the provisions of Article IV, Section 7, of these
1164        bylaws and may order the meeting room cleared. If a meeting is adjourned due to an
1165        interruption disruption, commissioners and staff shall leave the meeting room until the
1166        meeting is reconvened. 
1167 
1168   12. Questions for which objection requires offering of an amendment. As noted in these
1169     bylaws, the following are motions that are normally decided by unanimous consent and
1170     which require that objection be accompanied by the offering of an amendment to the main
1171     question: 
1172 
1173     (a) Approval of the agenda. The form for the question for approval of the agenda shall be
1174        put as a call for revisions to the preliminary agenda as proposed, followed by a brief
1175        pause. Objection shall take the form of an amendment to add to, remove from, or
1176        reorder items on the preliminary agenda. 
1177 
1178     (b) Excusing absences. The form for excusing absences shall be put as an announcement of
1179        those present, absent, and excused, followed by a brief pause. Objection shall take the
1180        form of an amendment to the presiding officer's announcement. If a vote is taken on
1181        whether to record a commissioner as either excused or absent, the question shall be
1182        put as a request to show the commissioner "excused." 
1183 
1184     (c) Approval of the minutes. Minutes typically shall be included on the unanimous consent
1185        calendar. When removed from the consent calendar for separate consideration, the
1186        question shall be on approval of the minutes as proposed and circulated to
1187        commissioners in advance. Objection shall take the form of the offering of an
1188        amendment to correct the record contained in the minutes as proposed. All

Page 26 of 27

1189        commissioners present at the time of the vote to approve the minutes and any
1190        amendments offered to the proposed minutes shall vote on the question put,
1191        regardless of their presence or absence from the meeting for which the subject minutes
1192        have been prepared. 
1193 
1194   13. Questions requiring unanimous consent of all commissioners. As noted elsewhere in these
1195     bylaws, the following motions require unanimous consent of the membership, whether
1196     present or absent, and an objection has the effect of defeating the question: 
1197 
1198     (a) [intentionally left blank] 
1199 
1200     (b) Motion to allow adoption of a resolution on the same day it is introduced, as described
1201        in Article VI, Section 6. 
1202 
1203   14. The waiver of any rule contained in these bylaws shall require either an affirmative vote of
1204     two-thirds of those voting or the vote explicitly stipulated in these bylaws, whichever is
1205     more restrictive. 
1206 
1207 
1208   Article VII  Amendment of Bylaws 
1209 
1210   1.  Amendment by resolution. These bylaws may be amended by the commission at any
1211     regular or special meeting by resolution duly adopted. 
1212 
1213   2.  Publication. The commission clerk shall revise the bylaws to reflect amendments made
1214     from time to time, shall record a history of revisions to the bylaws, shall make the bylaws
1215     available for public review, and shall maintain an index to the content of the bylaws. 
1216 
1217   3.  At least once every three years, the commission shall refer the bylaws to a governance an
1218     appropriate committee for review and recommendation as to any needed revisions. 







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