PORT OF SEATTLE 
MEMORANDUM 

COMMISSION AGENDA             Item No.      6d 
Date of Meeting    March 31, 2009 
DATE:    March 25, 2009 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:    Tom Barnard, Research and Policy Analyst 
SUBJECT:  Resolution No. 3613 - Second Reading/Final Passage 
of the Amended Audit Committee Charter 
BACKGROUND
The Audit Committee was created to "represent the Commission and have review and oversight
authority on matters relating to the Port's auditing process and procedures." In the past year, the
Audit Committee has taken on a greater quantity of work that has produced concrete positive
results, and has strengthened its organizational capacity. The Committee decided at its January 
2009 meeting to review and amend its internal charter, and to charge Audit Committee staff with
making changes that bring the Charter up to date with the Committee's current work. The
document was discussed at two subsequent Committee meetings, February 5 and February 27.
Further changes were incorporated into the document at both meetings. It was approved by the
Audit Committee on February 27, with all approved changes incorporated. 
The Port of Seattle Commission was briefed on the major changes in the Audit Committee
Charter at the Commission meeting on March 10, 2009. Subsequently, the Charter was
discussed during the First Reading of Resolution No. 3613 on March 24, and the Commission
suggested more changes, in addition to those already approved. The changes are listed below. 
REVIEW OF NEW CHANGES IN THE AMENDED AUDIT COMMITTEE CHARTER 
Adding the omitted section from the prior Charter that calls for the Audit Committee to
"review and recommend to the Commission, based on an open competitive process, the
independent auditors to be selected to audit the financial statements and the federal grant
Passenger Facilities Charge programs of the Port of Seattle and other audit services." 
Requiring quarterly reports from the Audit Committee to the Commission instead of
annual reports. 
Amending the voting section so that in the event of a tie vote, the matter at hand is
automatically referred to the Port of Seattle Commission for review and a vote.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
March 27, 2009 
Page 2 of 2 

Adding language that calls for Audit Committee agendas and minutes to be circulated to
all Commission members. 
CURRENT STATUS 
Second Reading/Final Passage of Resolution No. 3613 will take place at the next Commission
meeting on March 31, 2009, and reflects amendments requested at First Reading.