Item Number:      8e_reso 
Meeting Date:      February 25, 2020 


1                                               RESOLUTION NO. 3772 
2 
3             A RESOLUTION of the Port of Seattle Commission amending Resolution Nos. 3761,
4                                        3742, 3744, and 3754, regarding bylaws governing the
5                                        organization and transaction of business of the Port of
6                                        Seattle Commission. 
7 
8             WHEREAS, the voters of King County authorized and approved the formation of a port
9     district co-extensive with King County to be known as the Port of Seattle in a special election on
10    September 5, 1911; and 
11 
12            WHEREAS, the Port of Seattle Commission is the legally constituted governing body of
13    the Port of Seattle; and 
14 
15            WHEREAS,  Roberts Rules of Order, Newly Revised, continues to be the adopted
16    parliamentary authority of the Port of Seattle Commission; and 
17 
18            WHEREAS, the commission has decided to revise its bylaws to provide clarity, improve
19    transparency, and better align its special procedural rules with the goals and priorities of the
20    port commission; 
21 
22            NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of Seattle as
23    follows: 
24 
25    SECTION 1. 
26    The following substantive amendments to the commission's bylaws are hereby adopted: 
27 
28    Article III, Section 5. Insert a new subsection (h) as follows and renumber the remaining
29    subsections: 
30            Travel Coordination. For the purpose of port policies on reimbursement of acceptable
31            travel and business expenses, the president shall be responsible for administering all
32            domestic and international travel of port commissioners. Administrative approval shall
33            be in the form of a memorandum issued or revised in advance of the subject travel. It
34            shall list the number of commissioners traveling and the dates and destinations of travel.
35            The memorandum will apply to a range of dates and may be revised as necessary. An
36            appropriate port official may be delegated administrative approval tasks related to
37            travel reimbursement pursuant to the terms of the travel memorandum and port policy.
38            Commissioners shall submit information about planned domestic and international
39            travel to the president at least 14 days before the start of the trip. The president shall
40            coordinate commissioner travel to ensure that travel opportunities are equitable and
41            consistent with the interests of the Port of Seattle and individual commissioners. 

Resolution No. 3772  Amendment of Commission Bylaws                                                   Page 1 of 11

42    Article IV, Section 4(a). Amend the first, second, and fifth sentences to read as follows: 
43            Regular meetings of the Port of Seattle Commission shall be held on the second and
44            fourth Tuesdays of every month except August and December. In August and December,
45            regular meetings shall be held on the second and third Tuesdays. The meeting held on
46            the third Tuesdays of August and December shall be held at the conference center at
47            Seattle-Tacoma  International  Airport,  17801  International  Boulevard,  Seattle,
48            Washington. 
49 
50    Article IV, Section 4(a). Amend the seventh sentence to read as follows: 
51            When an executive session is to be held, the regular meeting may convene at 10:30 a.m. 
52            11:00 a.m. and shall immediately recess to an executive session that shall be closed to 
53            the public, after which the public session shall reconvene at 12:00 noon. 
54 
55    Article IV, Section 5(a). Delete "Executive Director's Report" and insert instead the following: 
56            Reports of the Executive Director and Committees 
57 
58    Article IV, Section 5(d). From the fifth sentence, amend the section to read as follows: 
59            Removal of an item from the consent calendar by a commissioner shall not require a vote
60            of the other commissioners attending the meeting unless the proposal is to remove the
61            item from the day's agendaaltogether. Any other amendments to the agenda shall be
62            decided in the order moved, and shall a require a second to be considered, and shall be
63            decided by a vote of a majority of the membership. The approved agenda, including any
64            successful amendments, shall constitute the specific order of the day. Upon approval of
65            the agenda, the proposed motions requesting commission approval or authorization on
66            it the agenda shall be considered filed with the commission clerk and, in the possession
67            of the commission, and these shall not be withdrawn or amended prior to adoption except
68            by the required a vote of a majority of the membership. Further changes to the approved
69            agenda may be made later in the meeting and shall require a two-thirds vote for
70            consideration. Final actions shall not be added to the agendas of special meetings at the
71            time of approval of the agenda. 
72 
73    Article IV, Section 5(e). Amend the subsection to read as follows: 
74            Reports of the Executive director and committees 's report. The executive director may
75            make a brief report and announcements to the commission on matters relevant to
76            commission deliberations prior to consideration of the orders of the day. During the
77            same order of business, committee staff liaisons or their delegates may report on recent
78            committee activities. 
79 
80    Article IV. Insert the following new Section 9: 
81            Study Sessions. Study sessions are special public meetings held for the purpose of close
82            consideration and informal discussion of any matter by commissioners. These meetings
83            are open to the public pursuant to law and these bylaws. Study sessions may be held
84            without electronic recording or invitation of public comment, as appropriate to the
85            subject matter. No final actions shall be taken at a meeting described as a study session

Resolution No. 3772  Amendment of Commission Bylaws                                                   Page 2 of 11

86            in its published notice under Chapter 42.30 RCW. 
87 
88    Article IV. Insert the following new Section 10: 
89            Public Hearings. 
90            (a)     Public hearings are defined by law and are characterized by an obligation to allow
91                    the public to testify on matters that may be legislative or quasi-judicial in nature.
92                    Public hearings shall be held when required by law and when required shall be
93                    held as part of a regular or special public meeting and shall be included on the
94                    meeting agenda. 
95            (b)     At the commission's discretion, special opportunities for public comment may be
96                    provided, even when a public hearing is not legally required. Such engagement to
97                    obtain public comment may be described on a meeting agenda as a "public
98                    hearing." 
99            (c)      The order for conducting any public hearing on matters requiring final action shall
100                   be as follows: 
101                           The matter to be considered shall be announced. 
102                           The  presiding  officer  shall  entertain  a  motion  and  second  for
103                                  consideration of the matter. 
104                           Prior to taking a vote, the presiding officer shall declare the public hearing
105                                  open. 
106                           There  may  be  a  presentation  on  the  matter  and  discussion  by
107                                  commissioners. 
108                           The presiding officer shall call for public testimony. 
109                           Following  public  testimony,  there  may  be  further  discussion  by
110                                  commissioners. 
111                           The presiding officer shall declare the public hearing closed and proceed
112                                  to the vote on final action. 
113 
114    Article V, Section 2. After "adoption of a charter" insert the following: 
115            informed by the commission's strategic priorities and workplans and 
116 
117    Article V, Section 3. Insert after the last sentence the following: 
118            Commissioners shall not serve more than two consecutive years on the same standing or
119            special committee. 
120 
121    Article V, Section 4. Amend the section to read as follows: 
122            Standing committees. The charter for a standing committee shall be adopted by
123            resolution, and adoption of such resolution shall add such the committee to the list of
124            standing committees included in these bylaws. Standing committees shall conduct their
125            business in meetings open to the public with notice provided pursuant to Chapter 42.30
126            RCW and the notice requirements of these bylaws. The standing committees of the Port
127            of Seattle Commission are the following: (a) Audit Committee 
128 

Resolution No. 3772  Amendment of Commission Bylaws                                                   Page 3 of 11

129    Article V, Section 5. Amend the section as follows: 
130            Special committees. Special committees are those committees established at any time
131            by the commission which that have a limited purview and limited duration of existence.
132            The charter of a special committee shall be adopted by a commission order formal
133            written motion and shall include the classes of same kind of information specified for
134            inclusion in any prescribed for other committee charters as described in under these
135            bylaws. A special committee legally empowered to act on behalf of the commission,
136            conduct hearings, or take testimony or public comment shall conduct its business in
137            meetings duly noticed and open to the public. Special committees need not meet in
138            public session when their membership is less than a quorum of commissioners and they
139            are not legally authorized to act on behalf of the commission as described above. 
140 
141    Article V, Section 8. Amend the last sentence as follows: 
142            The charter of a standing committee may require it to electronically record its
143            deliberations Unless prevented from doing so by extenuating circumstances, standing
144            committees shall record their deliberations electronically. 
145 
146    Article V. Insert the following new Section 9: 
147            Workplans. 
148            (a)     Standing committees shall adopt annual workplans that list the activities or
149                   specific, measurable tasks by which the committee will implement its charter.
150                   Annual workplans shall be presented to the commission in public session prior to
151                   their adoption by a standing committee. 
152            (b)     The work of special committees may be subject to workplans as described above
153                   adopted by the port commission, as needed. Because special committees have
154                   limited purview and duration, the scope defined in the committee's charter may
155                   be deemed sufficient. 
156 
157    Article VI, Section 4. Amend the first five sentences as follows: 
158            Amendment of questions. Once a motion has been made or a requested action filed by
159            virtue of its inclusion on an approved agenda, it shall be modified prior to adoption only
160            by amendment.  Any commissioner, including the presiding officer, may offer an
161            amendment to a question that is subject to amendment. Amendments other than simple
162            amendments to procedural motions shall be offered in writing and their content
163            repeated by the presiding officer prior to taking a vote on the amendment as a subsidiary
164            question. Amendments filed in writing with the commission clerk at least 24 hours prior
165            to the convening of the public meeting during which they are intended to will be offered
166            shall require a majority vote of the membership for passage. Amendments offered less
167            than 24 hours prior to the convening of the public meeting during which they are
168            intended to will be offered shall require a vote of two-thirds of the membership for
169            passage. 
170 
171    Article VI, Section 5(d). From the third sentence, amend the section to read as follows: 
172            Once a motion for introduction of a resolution has been made or a resolution has been

Resolution No. 3772  Amendment of Commission Bylaws                                                   Page 4 of 11

173            filed by its inclusion on an approved agenda, it shall be modified prior to adoption only
174            by amendment. Commissioners may give their consent to adopt a resolution on the
175            same day it is introduced in person at the meeting during which final passage of the
176            resolution is sought or, in the case of commissioners absent from such meeting, by
177            advance written consent. Written consent for a vote on final passage adoption of a
178            resolution at the same meeting as its first introduction shall include the resolution
179            number or series of numbers, a brief description of the resolution(s), the date of the
180            meeting for which such consent is given, and the name and signature or similar
181            authentication of the commissioner giving consent. Such written consent shall be
182            included in the record of the meeting for which the written consent concerning the
183            resolution(s) is granted. 
184 
185    Article VI, Section 6. Amend the section to read as follows: 
186            Written motions. Motions that are not procedural in nature shall be submitted in writing
187            for consideration by the commission. Written motions shall include action requests
188            submitted in a commission agenda memorandum and attached to an approved agenda;
189            ceremonial proclamations as described in Section 8 of this article; and amendments to
190            main questions documented on forms provided for that purpose. 
191            Commission Orders. The commission may adopt formal, written motions known as
192            "commission orders." Commission orders may address subjects of limited applicability or
193            duration and shall not be used to adopt policy or governance direction of indefinite
194            duration. Commission orders shall be used to adopt special committee charters as
195            described in Article V. The commission clerk shall keep a record of adopted formal
196            motions  commission orders  of the Port of Seattle  Commission, which shall be
197            sequentially numbered; shall include a brief title and text of the motion and order; may
198            include a statement in support of the motion order; and shall be indexed and made
199            available for public review. 
200 
201    Article VI, Section 2(b). Amend the subsection to read as follows: 
202            Motion required. The commission shall transact its business only by motion made by any
203            commissioner during a public meeting, including the presiding officer, participating in a
204            public meeting. Motions shall be decided by the vote prescribed by law or these bylaws.
205            The decision of the commission shall be announced by the presiding officer. Only actions
206            in the form of a motion adopted by the required vote shall be binding on the executive
207            director and staff of the Port of Seattle as actions or decisions of the port commission.
208            Nonprocedural motions shall be submitted in writing for consideration by the commission.
209            Motions of this kind shall include action requests submitted in a commission agenda
210            memorandum and attached to an approved agenda; commission orders as described in
211            Section 6 of this article; ceremonial proclamations as described in Section 8 of this article;
212            and amendments to main questions documented on forms provided for that purpose. 
213 
214    Article III, Section 8(d). Amend the last sentence as follows: 
215            At a minimum, the commission clerk shall maintain indices of actions of the port
216            commission contained in its minutes, and the subject matter of adopted resolutions,

Resolution No. 3772  Amendment of Commission Bylaws                                                   Page 5 of 11

217            policy directives, and commission orders as described in Article VI, Section 6 other formal
218            motions. 



















Resolution No. 3772  Amendment of Commission Bylaws                                                   Page 6 of 11

219    Article III, Section 8(e). Amend the first sentence as follows: 
220            The commission clerk shall be the record holder and custodian of the commission's
221            approved minutes, adopted resolutions, proclamations, commission orders  formal
222            motions, policy directives, and Delegation of Responsibility and Authority to the
223            Executive Director (General Delegation of Authority). 
224 
225    Article VI, Section 9. Amend the section to read as follows: 
226            Order and decorum. The presiding officer shall be responsible for maintaining order and
227            decorum during public meetings. Commissioners shall address motions and procedural
228            inquiries to the presiding officer and may address staff and guest presenters directly
229            during consideration of a particular any matter, provided they have been recognized by
230            the presider presiding officer. All persons speaking during consideration of any matter,
231            including commissioners, staff, and members of the public, shall limit remarks to the
232            matter at hand, avoiding personalities, vulgarity and shall refrain from reference to
233            personal traits, insults, inflammatory language, threats, abusive or harassing behavior
234            including but not limited to obscene language and gestures, and other nongermane 
235            comments and actions not germane to the discussion of the matter at hand. During a
236            public meeting or hearing, commissioners shall refrain from engaging in dialog with
237            speakers offering public comment but may request further information or consultation
238            from the presiding officer or appropriate staff representative on a topic raised during
239            comment. 
240 
241    Article VI, Section 10(a). Insert the following after the first sentence: 
242            Comments shall be limited to topics related to the conduct of port business. 
243 
244    Article VI, Section 10. Insert a new subsection (b) as follows and renumber the subsequent
245    subsections: 
246            (b) Written materials related to public comment or submitted in lieu of public comment
247            by persons not present at the meeting may be attached to the meeting record at the
248            commission's discretion. 
249 
250    Article VI, Section 10(b) [to be renumbered 10(b)]. Amend the first sentence as follows: 
251            The time allotted for public oral comment shall be limited to a total of 60 45 minutes,
252            unless extended at the commission's discretion. 
253 
254    Article VI, Section 10(e) [to be renumbered 10(f)]. Insert new paragraphs (i) and (ii) as follows
255    and renumber the subsequent paragraphs: 
256            (i) Refusal of a speaker to limit remarks to topics related to the conduct of port business; 
257            (ii) Threats and abusive or harassing behavior including but not limited to obscene 
258            language and gestures; 
259 
260    Article VI, Section 10. After subsection (e) [to be renumbered (f)] insert a new subsection (g) as
261    follows and renumber the subsequent subsections: 
262            (g) Warning and censure. If a meeting is interrupted by a disruption as provided in this

Resolution No. 3772  Amendment of Commission Bylaws                                                   Page 7 of 11

263            section, the presiding officer shall notify the speaker that the disruptive comments or
264            actions are out of order and that further disruption will result in censure. Censure is
265            applicable to the single meeting during which disruption occurs. Censure for a second
266            disruption will result in a loss of speaking privileges or expulsion from the meeting,
267            depending on the severity of the disruption. Censure for a third disruption will result in
268            expulsion from the meeting. The presiding officer may use discretion in applying the
269            degree of censure depending on the severity of a disruption, subject to the will of the
270            commission. 
271 
272    SECTION 2. 
273    The following technical amendments to the commission's bylaws are hereby adopted: 
274 
275    Article II, Section 2. Amend the first two sentences as follows: 
276            The commission exercises port powers described by law and governs the Port of Seattle
277            only when a quorum of its membership is assembled in a properly noticed public meeting
278            and action is taken by the required vote. It is the right of the individual or the minority of
279            commissioners to dissent from the will of the majority, just as and it is the right of the
280            majority to act by whatever vote is needed for passage of a question. 
281 
282    Article II, Section 5(b). Amend the second and third sentences as follows: 
283            When recusing themselves, commissioners himself or herself, a commissioner shall
284            announce the conflict or potential conflict of interest or the potential conflict of interest 
285            prior to deliberation on the matter subject to recusal. Unless a recusing commissioner's
286            presence during a public meeting is required in order to preserve a quorum, the
287            commissioner shall leave the meeting room during consideration of business subject to
288            the conflict issue and may return upon its completion. 
289 
290    Article II, Section 6(a). Amend the last sentence as follows: 
291            When a vacancy is due to resignation, If the vacancy is created due to a commissioner
292            resigning his or her position, the commission shall appoint a new commissioner within 90
293            days of the resignation effective date of the commissioner's resignation. 
294 
295    Article II, Section 7. Amend the second sentence as follows: 
296            No more than two commissioners shall serve on the same external board or commission
297            at the same time in order to avoid creating a quorum of commissioners at the meetings
298            of such a board or commission. 
299 
300    Article III, Section 1. Amend the last sentence as follows: 
301            Censure or removal from office If a majority of the commissioners determine that an
302            officer should be censured or removed from office, this decision shall require a vote of
303            the majority of commissioners as prescribed by applicable law and these bylaws. 
304 
305    Article III, Section 2. In the first sentence, before "meeting" insert: public 
306 

Resolution No. 3772  Amendment of Commission Bylaws                                                   Page 8 of 11

307    Article III, Section 4(a). In the first sentence, delete "In the event that" and insert instead the
308    following: When 
309 
310    Article III, Section 5(f). In the last sentence, delete "in such a context" 
311 
312    Article III, Section 5(g). In the first sentence, after "proclamations" insert: and resolutions 
313 
314    Article III, Section 7. In the first sentence, delete "proper" 
315 
316    Article III, Section 8(d). Amend the first and second sentences as follows: 
317            The commission clerk shall ensure the collection and cataloguing of policy directives and
318            governance-related resolutions of the Port of Seattle Commission and . He or she  shall
319            coordinate with the office of the port's executive director to ensure that policies and
320            procedures promulgated by the executive leadership of the port are regularly reviewed
321            for conformity with such commission policy directives. 
322 
323    Article III, Section 8(k). Amend the subsection as follows: 
324            Parliamentarian. When questions of order arise, the presiding officer may consult the
325            commission clerk may advise the presiding officer at the officer's discretion based on the
326            commission's rules of order and established parliamentary authority. 
327 
328    Article IV, Section 2. Amend the second-to-last sentence after "advisory only" as follows: 
329            and are not binding as on the executive director or staff of the Port of Seattle in the same
330            manner as are actions or decisions of the port commission. 
331 
332    Article IV, Section 5(g). Amend the first sentence as follows: 
333            Items on the consent calendar shall include routine matters and actions considered by
334            the president to have general consensus of all commissioners, including approval of the
335            minutes of prior meetings available for commission approval. Resolutions may be
336            included on the consent calendar for final adoption if they are routine and considered by
337            the president to have general consensus of all commissioners, have already been
338            introduced on a prior day, and do not require a public hearing or amendment. 
339 
340    Article IV, Section 5(l). Delete "for adjournment" 
341 
342    Article IV, Section 8(c). In the first sentence, before "other business" delete "the" 
343    And in the fourth sentence, delete "immediately" and "scheduled" 
344 
345    Article IV, Section 8(d). In the first sentence, before "other business" delete "the" 
346 
347    Article V, Section 1. Amend the first and second sentences as follows: 
348            The commission may at any time establish such standing or special committees at any
349            time to aid in as it deems necessary for the transaction of its business. Except as otherwise

Resolution No. 3772  Amendment of Commission Bylaws                                                   Page 9 of 11

350            prescribed in these bylaws, t The composition and leadership of committees shall be
351            determined as provided elsewhere in this article by the president. 
352 
353    Article V, Section 1. In the second-to-last sentence, delete "scope of the work of the particular
354    committee" and insert instead the following: committee's scope 
355 
356    Article V, Section 2(b). Delete "Whether" and insert instead the following: The extent to which 
357 
358    Article V, Section 6. From the third sentence, amend the section to read as follows: 
359            If there is no standing or special committee of appropriate purview constituted for the
360            particular policy matter, one shall be constituted by a charter adopted pursuant to the
361            requirements of these bylaws. Such committee referral shall be made by the president or
362            may be ordered by the commission by public action. Notwithstanding the timeline set in
363            the committee's charter for consideration and recommendation to the commission, the
364            commission may, by a vote of a majority of its membership, discharge a committee from
365            further consideration of a particular any matter. The motion to so discharge shall refer
366            the matter to a different committee or place it on the agenda for commission
367            consideration at an appropriate time. 
368 
369    Article VI, Section 2(a). Amend the subsection to read as follows: 
370            It shall be the responsibility of each commissioner to vote on all questions put for action.
371            Commissioners may abstain for any stated reason and shall recuse themselves when
372            appropriate to do so because of the potential of a conflict or potential conflict of interest
373            or because of an actual conflict of interest. Commissioners shall announce their reasons
374            for abstaining or recusing themselves from consideration of a matter pursuant to the
375            requirements of these bylaws. Abstentions are neither "yeas" nor "nays" and shall not be
376            counted as part of the vote of the commission. Commissioners who abstain from the 
377            consideration of a matter because of the potential of a conflict or potential conflict of
378            interest or because of an actual conflict of interest shall be subject to rules pertaining to
379            recusal described in Article II, Section 5. 
380 
381    Article VI, Section 2(f). In the first sentence delete "general approval for it" and insert instead the
382    following: consensus 
383 
384    Article VI, Section 3. Amend the third sentence to read as follows: 
385            If there is a further objection or if there is any confusion as to whether the commissioner is 
386            the subject commissioner's status as excusedor absent, the commission shall decide the
387            attendance status. The question shall be presider shall put the question for approval to
388            record the subject commissioner as excused. 
389 
390    Article VI, Section 5(a). Delete "take action" and insert instead the following: act 
391 
392    Article VI, Section 5(b)(i). Amend the paragraph as follows: 

Resolution No. 3772  Amendment of Commission Bylaws                                                  Page 10 of 11

393            A title representative of the resolution's intent with reference to all prior resolutions on
394            the same subject amended or repealed; 
395 
396    Article VI, Section 5(b)(ii). Delete "'whereas' clauses" and insert instead the following: recitals
397    ("whereas" clauses) 
398 
399    Article VI, Section 5(b)(iii). Delete "'resolved' clause" and insert instead the following:decision
400    ("resolved") clause similar to the enactment clause of a city ordinance, 
401 
402    Article VI, Section 5(e). Delete "the giving of" 
403 
404    Article VI, Section 10(e)(viii) [to be renumbered 10(f)(viii)]. Delete "that" 
405 
406    Article VI, Section 10(f). [to be renumbered 10(h).] Amend the subsection to read as follows: 
407            If a meeting is interrupted by a disruption as provided in this section described in these
408            bylaws so as to render that renders the orderly conduct of the meeting not infeasible, the
409            presiding officer may recess or adjourn the meeting to another location and order the
410            room cleared. Recess or adjournment by the presiding officer , at the discretion of the
411            commission, may recess the meeting or adjourn the meeting to another location shall be 
412            pursuant to the provisions of Article IV, Section 7, of these bylaws and shall be at the
413            discretion of the commission may order the meeting room cleared. If a meeting is
414            adjourned due to a disruption, commissioners and staff shall leave the meeting room until
415            the meeting is reconvened. 
416 
417 
418            ADOPTED by the Port Commission of the Port of Seattle at a duly noticed public meeting
419    thereof,   held this  ______  day   of  _______________________________, 2020, and duly 
420    authenticated in open session by the signatures of the commissioners voting in favor thereof and
421    the seal of the commission. 
422 
423 
424 
425 
426 
427 
428 
429 
430 
431 
432 
433                                                    Port of Seattle Commission 


Resolution No. 3772  Amendment of Commission Bylaws                                                  Page 11 of 11