Template revised September 22, 2016 . COMMISSION AGENDA MEMORANDUM Item No. 6 d A CTION ITEM Date of Meeting May 23 , 2017 DATE: May 5 , 2017 TO: Dave Soike , Interim Chief Executive Officer FROM: Mike Merritt, Commission Chief of Staff Paul J. White, Commission Clerk SUBJECT: Amendment of Commission Bylaws ACTION REQUESTED Request First Reading of Resolution No. 3733 , a Resolution of the Port Commission of the Port of Seattle amending Resolution No. 3611, as amended by Resolution Nos. 3672, 3673, 3689, and 3690, the Seattle Port Commission Bylaws, regarding titles and duties of officers and schedule of regular meetings . EXECUTIVE S UMMARY Resolution No. 3733 re defines the office of Commission Vice President as Chair of the Commission’s Audit Committee during the term of office and stipulates that the Vice President automatically succeeds the President in the following calendar year. The resolution also revises the Commission’s monthly meeting schedule to reflect its current practice of meeting on the second and fourth Tuesdays of the month . JUSTIFICATION and Vice President There are two changes proposed in the attached amendment. The first defines the Vice President as Chair of the Audit Committee and provides a succession plan in which the Vice President succeed s the Commission President in the following calendar year. Essentially, the Commission would be electing its President a year ahead of his or her taking office and would be ensuring the President’s familiarity with the Internal Audit process of the Port and the Commission’s role in oversight of that function. Under the current s ystem of electing a new President every January, uncertainty regarding the new office holder contributes to a lag of about two months before effective implementation of the Commission’s work plan for the coming year. It is hoped that determining the office holder earlier will allow for advance planning and facilitate more effective pursuit of the Commission’s yearly policy priorities starting in January. COMMISSION AGENDA – Action Item No. _ 6 d _ Page 2 of 3 Meeting Date: May 23 , 2017 Template revised September 22, 2016 ; format updates October 19, 2016 . The amendment provides for situations under which a Vice President may be unable to fulfill the second - year role of Commission President by allowing the position to be filled at an alternate time than the established election of officers at the first meeting of the year. Situations that might require this provision includ e resignation of a Port Commissioner from the office of Vice President or resignation from the office of Port Commissioner or failure of the Vice President to be re - elected as a Port Commissioner in an election year. Because of the structural change in it s officers, the resolution provides that this portion of the Bylaws amendment will take effect only upon adoption of the resolution and further ratification of a slate of officers to which the new obligations and terms will apply. That slate of officers wi ll be presented for a vote following Second Reading and Final Passage of the resolution. Although the Port Commission has not held three regular meetings a month since February 2015 , the three - Tuesday schedule has remained on the books. The second substantive Bylaws amendment removes the first Tuesday regular meeting. This date is currently favored for meetings of the Northwest Seaport Alliance, a body that did not exist when the Bylaws were last amended in April 2014. Officially changing the meeting schedule means that Commission staff will no longer have to “cancel” the first Tuesday meeting of each month. Removing this legacy meeting date is transparent and puts to rest any presumptions about the Commission’s commitment to its The second and fourth Tuesdays will continue to be regular meeting dates for the Port of Seattle Commission at Pier 69 and the Airport, respectively. Because meetings of the Northwest Seaport Alliance, typically held on the first T uesday of the month, are not published on the Port’s website alongside cancellations of the first Tuesday meetings of the Port of Seattle Commission, it may not be clear to the public that these cancellations represent a shifting of public discussion to the jurisdiction of the Alliance, rather than a net reduction in overall public process attached to the governance of the Port of Seattle. Further Review Later in 2017, the Commission Clerk ’s work plan includes a comprehensive review of the Commission’s Bylaws. If further revisions are proposed, they may take the form of a further amendment of the existing Bylaws, or a comprehensive replacement of the current text , depending on the results of the review and the outcome of engagement with Port Commissioners . FINANCIAL IMPLICATIONS There are no anticipated financial implications of the procedural changes included in this Bylaws amendment. COMMISSION AGENDA – Action Item No. _ 6 d _ Page 3 of 3 Meeting Date: May 23 , 2017 Template revised September 22, 2016 ; format updates October 19, 2016 . ATTACHMENTS TO THIS REQUEST (1) Draft Resolution No. 3733 (2) Redline version of the proposed changes to the Commission Bylaws PREVIOUS COMMISSION ACTIONS OR BRIEFINGS April 8, 2014 – The Commission adopted Resolution No. 3690 , which revised Article V, Section 6, to exempt from recording matters in executive session pertaining to performance reviews and review of candidates for public employment. The order of business in Article VI was amended to reflect current practice. Article V, Section 1, was amended to clarify that executiv e sessions may be held at any time after convening of a regular meeting. The place of meetings in Article V, Section 4, was also updated to Clarifying language amendments we re made in Article II, Section 1; Article III, Section 6; Article IV, Section 3; Article V, Section 6; Article VII, Sections 1, 2, and 3; Article VIII, Section 3; Article VIII, Section 4; and Article IX, Section 1. January 7, 2014 – The Commission adopted Resolution No. 3689 , which revised Article II, Section 1(m); Article III, Section 2; Article IV, Section 2; and various additional sections to replace references to “President” with “Co - President” and to replace “Commission Services Director” with “Chief o f Staff.” The order for temporarily filling the Chair in the absence of the presiding officer was clarified. January 22, 2013 – The Commission adopted Resolution No. 3673, as amended, which revised Article III, Section 4, to update the process for filling a vacancy in the office of Port Commissioner; added clarification to Article II, Section 1, paragraph (i) relating to establishing positions on significant legislation; and revised Article II, Section 5, relating to hiring and firing of Commission Office s taff. December 4, 2012 – The Commission adopted Resolution No. 3672 , which inserted a new paragraph (k) into Article II, Section 1, to include approval of charters of the Audit Committee and Internal Audit Department as a Commission responsibility. March 24, 2009 – The Commission adopted Resolution No. 3611, adopting bylaws governing the organization and transaction of business of the Port of Seattle Commission and repealing all previous resolutions dealing with the same subject matter.