Item Number:      7c_redline 
Meeting Date:      March 10, 2020 
PORT of SEATTLE COMMISSION BYLAWS 
Redline of proposed amendments for 2020 
Substantive amendments highlighted in green; all others are technical 
Blue text are adjustments made after conferring individually with commissioners 
Article I  Object 
1.  Founded in 1911 by a vote of the people as a special purpose government, the Port of
Seattle's mission is to promote economic opportunitiesand quality of life in the region by
advancing trade, travel, commerce, and job creation in an equitable, accountable, and
environmentally responsible manner. (Res. 3761, 1, 2019; Res. 3742, 2017) 
2.  These bylaws constitute the rules governing the transaction of business by the duly elected
Port of Seattle Commission. Commissioners shall faithfully, ethically, and transparently
perform all duties of office and shall abide by the principle that public service is a public
trust. It is the goal of these bylaws to outline the transaction of business in a way that
appropriately safeguards the rights of the majority, minority, and individual within the body
politic of the Port of Seattle Commission. (Res. 3742, 2017) 
3.  [Repealed by Resolution 3761, September 10, 2019] 
Article II  Commissioners 
1.  Membership. The Port of Seattle is led by a board of five commissioners elected by King
County voters pursuant to the provisions of Chapter 53.12 RCW. Election and terms of port
commissioners shall be pursuant to applicable law. As elected officials, each commissioner
shall exercise the responsibilities of office and be accountable to the general public, the
citizens of King County, and one another. (Res. 3761, 3, 2019; Res. 3742, 2017) 
2.  Collegiality. The commission exercises port powers described by law and governs the Port
of Seattle only when a quorum of its membership is assembled in a properly noticed public
meeting and action is taken by the required vote. It is the right of the individual or the
minority of commissioners to dissent from the will of the majority, just as and it is the right
of the majority to act by whatever vote is needed for passage of a question. Commissioners
are independently elected and have the right to voice personal opinions on matters under
consideration or that are pending final action by the commission. Commissioners have the
right to express opinions that differ from the decision of the majority of the commission,
provided that each commissioner transparently distinguishes his or her individual opinion
from the collective decisions of the commission as a body. (Res. 3772, 2, 2020; Res. 3742,
2017) 
3.  Oath  of  office.  Pursuant  to  the  requirements  of  RCW  29A.60.280,  newly  elected
commissioners shall take the oath of office required by law during the time period defined
by law. The oath shall be administered by a notary public holding the position of
commission clerk. Another person qualified to administer oaths may administer the oath of
office to newly elected commissioners when compliance with the legally required time

period necessitates it. In addition to taking the oath of office required by statute, newly
elected commissioners may take their oaths of office in a public ceremony. Provided such
commissioners have already taken the oath in the manner required by applicable law, any
person may administer the oath during such a ceremony. (Res. 3742, 2017) 
4.  Transparency  pledge.  Annually,  prior  to  the  first  public  meeting  of  the  year,  each
commissioner shall execute the following transparency pledge: 
As a duly elected Port of Seattle commissioner, I am responsible for ensuring that the
Port of Seattle, a public agency of the state of Washington, conducts its business in
the open in compliance with the state's Open Public Meetings Act, Chapter 42.30
RCW. 
In fulfillment of my duties to the commission as a body, and in recognition of my
responsibilities as an elected official serving the citizens of King County, I give my
personal commitment to fostering and maintaining a culture of accountability and
transparency within the commission, among Port of Seattle employees, and between
the Port of Seattle and the citizens of King County. 
Therefore, I affirm my commitment to openly governing the Port of Seattle pursuant
to the Open Public Meetings Act and the state's Public Records Act (Chapter 42.56
RCW). As a commissioner, I will support and advance policies and practices that
increase the Port's openness and accountability and expand citizen access to the
port's decision-making consistent with the intent of the Open Public Meetings Act. 
Signed this ____ day of ____ , ____ , for the term of January 1 through December 31,
____ . Commissioner ____ 
(Res. 3742, 2017) 
5.  Ethical behavior, conflict of interest, recusal procedure. 
(a) Commissioners shall uphold the standard of conduct reflected in the Port of Seattle
Statement of Values and further described in the Port of Seattle Code of Ethics and
Workplace Conduct and the Port of Seattle Code of Ethics for Port Commissioners.
Commissioners shall avoid conflicts of interest and the appearance of conflicts of interest
when performing their duties as port commissioners. Procedures related to alleged
misconduct and potential conflicts of interest are described in the Port of Seattle Code
of  Ethics  for  Port  Commissioners,  implementation  of  which  is  ensured  by  the
commission's officers and an independent Board of Ethics. 
(b) If a potential or actual conflict of interest arises, commissioners shall resolve the conflict
pursuant to the requirements of the Code of Ethics for Port Commissioners, including
when necessary, recusing themselves from any consideration and voting upon the issue
that creates the conflict. When recusing themselves, commissioners himself or herself, a
commissioner  shall announce the conflict or potential conflict  of interest or the

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potential conflict of interest prior to deliberation on the matter subject to recusal. 
Unless a recusing commissioner's presenceduring a public meeting is required in order 
to preserve a quorum, the commissioner shall leave the meeting room during
consideration of business subject to the conflict issue  and may return upon its
completion. Abstention from voting does not presume recusal, and is described further
in Article VI, Section 2. 
(Res. 3772, 2, 2020; Res. 3742, 2017) 
6.  Vacancy in office. 
(a) A vacancy in the office of port commissioner may occur as provided in Chapter 42.12
RCW or by the port commissioner's nonattendance at meetings of the port commission
for a period of 60 days unless the commissioner is excused by the port commission. In
the event a vacancy in the office of port commissioner occurs, such vacancy shall be
filled in accordance with RCW 53.12.140 pursuant to Chapter 42.12 RCW and other
applicable law. The remaining commissioners shall fill the vacancy by appointment no
later than 90 days after the creation of the vacancy. When a vacancy is due to
resignation, If the vacancy is created due to a commissioner resigning his or her
position, the commission shall appoint a new commissioner within 90 days of the
resignation effective date of the commissioner's resignation. 
(b) Solicitation of applications. Within five business days after receiving notice of a vacancy or
the creation of a vacancy, the commission shall solicit applications to fill the vacancy by
issuing a press release and posting a request for applications on the Port of Seattle website.
Applications shall be solicited from citizens in King County interested in being considered
for the appointment. All applications for the appointment shall be submitted to the port
commission by the deadline noted in the commission's request for applications. 
(c) Review and selection of candidates. The commission shall review the applications and
shall obtain background investigations of the applicants. The commission may conduct
interviews in public of the most qualified candidates. The commission shall fill the
vacancy by selecting one candidate by majority vote of its membership in a public
meeting. 
(d) Vacancy  in  office  of  three  or  more  commissioners.  When  a  majority  of  the
commissioner positions fixed by law are vacant, the provisions of RCW 42.12.070 and
applicable law shall govern the filling of the vacancies. 
(e) Appointment until the next election. As provided in Chapter 29A.24 RCW, each person
appointed to serve in the office of commissioner shall serve until a qualified person is
elected at the next election at which a member of the governing body normally would
be elected. The person elected shall take office immediately and serve the remainder of
the unexpired term. 
(Res. 3772, 2, 2020; Res. 3742, 2017) 

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7.  Outside  boards  and  commissions.  Commissioners  may  serve  on  external  port-related
boards and commissions. No more than two commissioners shall serve on the same
external board or commission at the same time in order to avoid creating a quorum of
commissioners at the meetings of such a board or commission. The commission shall
consider the following factors when determining participation and length of service for
commissioners on external boards and commissions: 
(a) The membership and office-holding requirements of the external boards in question; 
(b) The interests of individual commissioners in serving on various external boards; and 
(c) Whether the port commission is adequately represented on the external boards and
commissions needed to effectively advocate for the interests of the Port of Seattle. 
(Res. 3772, 2, 2020; Res. 3742, 2017) 
8.  All commissioners shall serve at least one, one-year term on the commission's audit
committee prior to the completion of their fourth year in office. The audit committee
participates directly in the oversight and review of the performance of the internal audit
director in accordance with policy directives related to Port of Seattle salaries and benefits.
In consultation with the audit committee, the audit committee chair shall contribute to the
executive director's performance review of the internal audit director. (Res. 3752, 1, 2018;
Res. 3744, 1, 2018; Res. 3742, 2017) 
9.   Oversight  and  review  of  the  executive  director.  As  a  body,  the  commission  provides
oversight and review of the performance of the executive director in accordance with the
executive director's employment agreement. (Res. 3742, 2017) 
10. Review of staff reporting to both the commission and the executive director (dual reports).
In addition to oversight of the executive director and direct reports of the office of the
commission, the commission as a body provides input to the executive director in executive
session regarding the performance of those employees who report directly to the executive
director. In particular, the commission as a body provides review of the general counsel and
external relations senior director, who report dually to the commission and the executive
director. (Res. 3752, 1, 2018; Res. 3742, 2017) 

Article III  Officers 
1.  All officers shall serve at the pleasure of the Port of Seattle Commission and shall carry out
the responsibilities described in these bylaws. Commission officers may be censured or
removed from office at any public meeting of the port commission legally convened in
accordance  with  applicable  laws and  these  bylaws.  The  Code  of  Ethics for  Port
Commissioners shall identify the procedures for addressing complaints of misconduct,
abuse of authority, and neglect of the duties of office by officers. Censure or removal from

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office If a majority of the commissioners determine that an officer should be censured or
removed from office, this decision shall require a vote of the majority of commissioners as
prescribed by applicable law and these bylaws. (Res. 3772, 2, 2020; Res. 3742, 2017) 
2.  Election. At the first public meeting of each calendar year, the commission shall elect a
president, vice president, and secretary. (Res. 3772, 2, 2020; Res. 3754, 2, 2019; Res.
3742, 2017) 
3. Term of office. An officer's term shall run from the date of election until the end of the
calendar year. (Res. 3742, 2017) 
4.  Commission officer vacancy. 
(a) In the event that When a commission officer resigns or is removed from the office of
president, vice president, or secretary, a commissioner may be selected to serve out the
officer's uncompleted term and shall so serve until the end of the calendar year. When
such vacancies arise, they may be filled at any regular or special meeting of the
commission. During the temporary absence of any commission officer, the officer next
in line shall assume all prescribed duties of the absent officer in an acting capacity in the
following order of succession, provided that this order of succession does not apply to
meetings of committees composed of fewer than a quorum of the port commission: 
(b) In the physical absence of the president, the vice president temporarily shall assume all
prescribed duties of the president under Article III, Section 5. 
(c) In the physical absence of the vice president, the secretary temporarily shall assume all
prescribed duties of the vice president under Article III, Section 6. 
(d) In  the  physical  absence  of  both  the  president  and  vice  president,  the  secretary
temporarily shall assume all prescribed duties of the president under Article III, Section 5. 
(Res. 3772, 2, 2020; Res. 3754, 3, 2019; Res. 3742, 2017) 
5.  Duties of the president. 
(a) Order and decorum. The president shall preside over all public meetings and executive
sessions of the Port of Seattle Commission and shall be responsible for maintaining
order and decorum in accordance with the provisions of these bylaws. 
(b) Preliminary agenda. The president shall authorize the formation of the commission's
preliminary public meeting agenda and shall propose the agenda for commission
approval on the day of the meeting in the appropriate order of business. 
(c) Notice of meetings. The president shall authorize the issuance of such legal notices of
public meetings as may be required by law and these bylaws. 

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(d) Oversight of the office of the commission. In consultation with the commission, the
president shall provide oversight and review of the performance of the commission
chief of staff. The commission chief of staff shall be responsible for the organization and
management of the office of the commission. The commission chief of staff shall
consult with the commission regarding the performance evaluation, hiring, and firing of
staff of the office of the commission. 
(e) Oversight of staff reporting to both the commission and the executive director (dual
reports). On behalf of the commission and in concert with the executive director, the
president shall provide oversight to the general counsel and public affairs director, who
report dually to the commission and the executive director. The president shall serve as
the commission's primary point of contact to these positions. 
(f)  Commission spokesperson. The president shall be the spokesperson for the commission
in expressing views held collectively by the Port of Seattle Commission that have been
established by action taken in public session or that are consistent with the policies,
statements, and actions of the port commission. The president may delegate this role
on a case-by-case basis. The president shall make reasonable efforts to consult with
another commissioner prior to making public statements on behalf of the commission. 
When the president expresses his or her own individual opinions, he or she shall refrain
from using the title of commission president in such a context. 
(g) Signature of instruments. On behalf of the commission, the president shall sign all
proclamations and resolutions adopted in public session. The president shall execute all
agreements required in the normal course of fulfilling his or her duties. The president
shall sign all official correspondence and other instruments on behalf of the commission
that are consistent with the opinions or policy direction of the commission established
by public action. 
(h) Travel Coordination Authorization. For the purpose of port policies on reimbursement of
acceptable travel and business expenses, the president shall be  responsible for
administering   all  domestic  and  international  travel  of  port  commissioners.
Administrative approval shall be in the form of a memorandum issued or revised in
advance of the subject travel. It shall list the number of commissioners traveling and the
dates and destinations of travel. The memorandum will apply to a range of dates and
may be revised as necessary. 
All domestic and international commissioner travel governed by port travel and business
expense policy shall be authorized in advance by the president. This authorization shall
take  the  form  of  a  memorandum  from  the  president  identifying  the  traveling
commissioners, destinations, and dates of travel with adequate detail to provide for
reconciliation of accounts. The travel memorandum will provide an expiration and may
be revised as necessary. 
An appropriate port official may be delegated administrative approval tasks related to
travel reimbursement pursuant to the terms of the travel memorandum and port policy.
Commissioners shall submit information about planned domestic and international
travel to the president at least 14 days before the start of the trip. The president shall

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coordinate commissioner travel to ensure that travel opportunities are equitable and
consistent with the interests of the Port of Seattle and individual commissioners. 
(i)(h)        Other  duties  of  the  president.  The  president  shall  perform  other  duties
incidental to the office of the president, as established from time to time by the
commission. 
(Res. 3772, 1 and 2, 2020; Res. 3742, 2017) 
6.  Duties of the vice president. 
(a) [Repealed by Resolution 3754, January 8, 2019] 
(b) [Repealed by Resolution 3744, January 30, 2018] 
(c) As described in Section 4 above, in the physical absence of the president, the vice
president temporarily shall assume all prescribed duties of the president under Article
III, Section 5. 
(d) Other duties of the vice president. The vice president shall perform other duties incidental to
the office of the vice president, as established from time to time by the commission. 
(Res. 3754, 1, 2019; Res. 3744, 1, 2018; Res. 3742, 2017) 
7.  Duties of the secretary. 
(a) The secretary shall oversee the proper recording of official actions of the Port of Seattle
Commission and shall oversee the distribution, retention, and disposition of such
records as described in these bylaws. To carry out this responsibility, the secretary shall
coordinate with a commission clerk. The secretary shall present minutes for approval to
the commission and shall attest to the authenticity of approved minutes by signature.
When the secretary is physically absent, the presiding officer shall so attest. 
(b) Other duties of the secretary. The secretary shall perform other duties incidental to the
office of the secretary, as established from time to time by the commission. 
(Res. 3772, 2, 2020; Res. 3742, 2017) 
8.  Duties of the commission clerk. 
(a) There shall be a staff position to perform the duties of a commission clerk. The
commission clerk shall be supervised by the commission chief of staff. The work of the
commission clerk shall support the secretary as the officer responsible for overseeing
the recording of actions of the Port of Seattle Commission. 
(b) Legal notices. Subject to authorization of the president, as described in Section 5, the

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commission clerk shall ensure the posting, distribution, retention, and disposition of
port commission public meeting notices as may be required by law and these bylaws.
(c) Minutes. The commission clerk shall ensure the recording, distribution, retention, and
disposition of records of the official actions of the Port of Seattle Commission in
accordance with applicable law and best practices. 
(d) Catalogs and indices. The commission clerk shall ensure the collection and cataloguing
of  policy  directives  and  governance-related  resolutions  of  the  Port  of  Seattle
Commission and . He or she shall coordinate with the office of the port's executive
director  to  ensure  that  policies  and  procedures  promulgated  by  the  executive
leadership of the port are regularly reviewed for conformity with such commission 
policy directives. The commission clerk shall maintain such indices of the records of the
port commission as are considered appropriate to accommodate the normal course of
business. At a minimum, the commission clerk shall maintain indices of actions of the
port commission contained in its minutes, and the subject matter of adopted
resolutions, policy directives, and other formal motions  commission orders as described
in Article VI, Section 6. 
(e) Record holder. The commission clerk shall be the record holder and custodian of the
commission's approved minutes, adopted resolutions, proclamations,commission orders
formal motions, policy directives, and Delegation of Responsibility and Authority to the
Executive Director (General Delegation of Authority). The commission clerk also shall be
the record holder of certificates of election of port commissioners, commission
transparency pledges, lists of commissioner assignments to commission committees and
external boards and commissions, and secondary copies of commissioner oaths of office,
which shall be recorded with the King County recorder's office. 
(f)  Port seal. The commission clerk shall be the custodian of the official Seal of the Port of
Seattle and shall affix its impression on official instruments whenever required. 
(g) Administration of oaths. The commission clerk shall be the ordinary administrator of
the oath of office for newly elected port commissioners within the manner required
pursuant to RCW 29A.60.280, shall ensure the recording of such oaths with the King
County Recorder's Office, and shall provide other notarial services as required in the
regular course of business. If the commission clerk is not available to administer the
oath of office during the time period required pursuant to RCW 29A.60.280 or other
law, another official authorized to administer oaths pursuant to Chapter 5.28 RCW may
administer the oath, a copy of which shall be provided to the commission clerk for
submission to the recorder's office. The provisions of this section are intended to
ensure compliance with legal requirements and do not preclude additional public oathof-office
ceremonies. 
(h) Notice of adjournment. When circumstances prevent assembly of a quorum of port
commissioners at the scheduled place or time, the commission clerk shall call the
scheduled meeting to order exclusively for the purpose of adjourning to another time

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or location and shall ensure the posting of a notice of adjournment as described
elsewhere in these bylaws. 
(i)  Public comment. When the public is invited to comment pursuant to the provisions of
law or these bylaws, the commission clerk shall assemble a list of speakers. 
(j)  Roll-call votes. When a vote by roll call is required pursuant to the rules of order, the
commission clerk shall call the roll, announce the result to the presiding officer, and
record the votes so cast. The presiding officer shall announce the decision of the
commission on any motion. 
(k) Parliamentarian. When questions of order arise, the presiding officer may consult the
commission clerk may advise the presiding officer at the officer's discretion based on
the commission's rules of order and established parliamentary authority. 
(l)  Other duties of the clerk. The commission clerk shall perform other duties consistent
with the responsibilities of a municipal clerk as may be required from time to time. 
(m) Delegation of duties. The duties of the commission clerk may be performed on a
temporary basis by a deputy commission clerk or suitable delegate, as circumstances
require. 
(Res. 3772, 1 and 2, 2020; Res. 3742, 2017) 

Article IV  Meetings 
1.  Public meetings. 
(a) All meetings of a quorum of port commissioners shall be open to the public as required
by law and these bylaws; provided deliberations may be closed to the public pursuant
to the exemptions provided for explicitly in state law and in accordance with the
procedures required by statute and these bylaws. 
(b) Record of proceedings. A record of all actions of the port commission taken during its
public meetings shall be kept by the commission clerk and shall be made available to
the public in the form of minutes approved by the port commission. When the
commission has approved the minutes of a meeting, the minutes so approved shall
represent the sole, final, and considered determination of the commission as to the
actions contained therein, superseding all statements made by commissioners at the
meeting. Unless prevented by extenuating circumstances, regular meetings shall, and
special meetings may, be recorded electronically. 
(Res. 3742, 2017) 
2.  Quorum. A majority of the persons holding the office of port commissioner at any time

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shall constitute a quorum of the port commission for the transaction of business. No
business of the port commission shall be transacted unless there are in office at least a
majority of the full number of commissioners fixed by law. No action defined by statute as
the transaction of the official business of a public agency shall occur in the absence of a
quorum. In the absence of a quorum, individual commissioners may participate in
informational presentations. Such presentations are not deliberations of the Port of Seattle
Commission, and comments made by individual commissioners in the absence of a quorum
are advisory only and are not binding as on the executive director or staff of the Port of
Seattle in the same manner as are actions or decisions of the port commission. In the event
a public meeting is interrupted by the loss of a quorum of commissioners, the presiding
officer shall announce that the commission meeting has been adjourned or recessed due to
the absence of a quorum before continuing with further informational presentations. (Res.
3772, 2, 2020; Res. 3742, 2017) 
3.  Absences. 
(a) The failure of a port commissioner to attend port commission meetings for a period of 60
days, unless excused by the commission, shall constitute a vacancy in office as described
in RCW 53.12.140. If a port commissioner is absent from port commission meetings in
order to attend to other port business, such absences shall be deemed excused. Absences 
shall be noted in the meeting minutes as either "excused" or "absent." 
(b) Remote participation. Commissioners shall attend public meetings of the Port of Seattle
Commission in person unless prevented from doing so by extenuating circumstances.
Commissioners who are unable to attend in person may participate in meeting
deliberations electronically or by telephone, provided the commissioner can interact in
the deliberations and can be heard by the other commissioners and others attending
the meeting. Commissioners participating in a meeting remotely shall be counted for
purposes of establishing a quorum and shall vote on all matters put for a decision
during the meeting. Except in cases of special meetings called to deal with an
emergency involving injury or damage to persons or property or the likelihood of such
injury or damage as described in RCW 42.30.080, at least one commissioner shall be
physically present to preside over a public meeting when other commissioners are
participating electronically or by telephone. 
(Res. 3742, 2017) 
4.  Regular meetings. 
(a) Date, place, and time. Regular meetings of the Port of Seattle Commission shall be held
on the second and fourth Tuesdays of every month except August and  December. In
August and  December, regular meetings shall be held on the second and  third
Tuesdays. The meeting held on the second Tuesday of the month shall be held at port
headquarters at Pier 69, 2711 Alaskan Way, Seattle, Washington. When a regular
meeting is held on the fourth Tuesday of the month, it shall be held at the conference 
center at Seattle-Tacoma International Airport, 17801 International Boulevard, Seattle,

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Washington. The meeting held on the third Tuesdays of August and December shall be
held  at  the  conference  center  at  Seattle-Tacoma  International  Airport,  17801
International  Boulevard,  Seattle,  Washington.  Regular  public  meetings  shall  be
convened at 12:00 noon. When an executive session is to be held, the regular meeting
may convene at 10:30 a.m. 11:00 a.m. and shall immediately recess to an executive
session that shall be closed to the public, after which the public session shall reconvene
at 12:00 noon. When a regular meeting falls on a holiday, such regular meeting shall be
rescheduled as soon as possible thereafter. Regular public meetings held pursuant to
the schedule described in this section shall not require additional publication of notice;
however, notice similar to that provided for special meetings may be provided for
regular meetings. 
(b) Cancellation. Regular or special meetings may be cancelled by authorization of the
president or by written request of a majority of the membership of the commission. Such
a request shall be provided to the president and the commission clerk at least 25 hours in
advance of the scheduled convening time of the meeting to be cancelled. The
commission clerk shall issue notice of such cancellations no later than 24 hours in
advance of the scheduled convening time pursuant to the same procedures required for
notice of special meetings. Meetings requiring cancellation less than 24 hours in advance
of the scheduled convening time due to extenuating circumstances shall be convened at
the scheduled time and immediately adjourned as otherwise provided for in this section. 
(Res. 3772, 1, 2020; Res. 3742, 2017) 
5.  Order of business for regular meetings. 
(a) The order of business for regular meetings shall be as follows, subject to the conditions
specified in this section: 
Call to Order 
Executive Session 
Approval of the Agenda 
Reports of the Executive Director and Committees 's Report 
Public Comment 
Unanimous Consent Calendar 
Special Orders 
Authorizations and Final Actions 
Presentations, Reports, and Staff Briefings 
Questions on Referral to Committee 
Adjournment 
(b) Call to order. At the time specified by notice or these bylaws, the presiding officer shall
call  the  meeting  to  order,  announce  the  date,  location,  and  convening  time,  and
announce the presence of those commissioners constituting a quorum. When using the
regular order of business, upon establishing a quorum, the presiding officer shall
announce any absences and shall lead the commissioners and public assembled in

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reciting the Pledge of Allegiance to the Flag before continuing with other public business. 
(c) Executive session. An executive session closed to the public may be held as described
elsewhere in these bylaws for the purposes permitted by state law. When an executive
session is held prior to transacting public business pursuant to the procedures in these
bylaws, the commission shall reconvene in public session and may again recess into
executive session as provided for by law. 
(d) Approval of the agenda. Following convening of the public session of a meeting using
the regular order of business, the presiding officer shall call for approval of the day's
agenda by putting the question for the revision of the proposed agenda. If any
commissioner objects to the day's agenda, the commissioner shall offer an amendment
to add to, remove from, or reorder items on the preliminary agenda. If there are no
amendments offered for the day's agenda, the proposed agenda shall be deemed
approved without objection. Any commissioner present at the time of approval of the
agenda may remove an item from the consent calendar for separate consideration and
vote. Removal of an item from the consent calendar by a commissioner shall not
require a vote of the other commissioners attending the meeting unless the proposal is
to remove the item from the day's agenda altogether. Any other amendmentsto the
agenda shall be decided in the order moved, and shall a require a second to be
considered, and shall be decided by a vote of a majority of the membership. The
approved agenda, including any successful amendments, shall constitute the specific
order of the day. Upon approval of the agenda, the proposed motions requesting
commission approval or authorization on it the agenda shall be considered filed with
the commission clerk and, in the possession of the commission, and these shall not be
withdrawn or amended prior to adoption  except by the required a vote of a majority of
the membership. Further changes to the approved agenda may be made later in the
meeting and shall require a two-thirds vote for consideration. Final actions shall not be
added to the agendas of special meetings at the time of approval of the agenda. 
(e) Reports of the  Executive director and committees 's report . The executive director may
make a brief report and announcements to the commission on matters relevant to
commission deliberations prior to consideration of the orders of the day. During the
same order of business, committee staff liaisons or their delegates may report on recent
committee activities. 
(f)  Public comment. The commission may accept public comment at a regular or special
meeting and shall accept public testimony during public hearings and at other times as
required  by  law.  Submission  of  written  comment  to  the  commission  shall  be
encouraged. 
(g) Unanimous consent calendar. Items on the consent calendar shall include routine
matters and actions considered by the president to have general consensus of all
commissioners, including approval of the minutes of prior meetings available for
commission approval. Resolutions may be included on the consent calendar for final
adoption if they are routine and considered by the president to have general consensus

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of all commissioners, have already been introduced on a prior day, and do not require a
public hearing or amendment. Items on the consent calendar shall not be subject to
discussion or debate and shall be decided by a single vote. Any commissioner present at
the time of consideration of approval of the agenda may request removal of an item
from the unanimous consent calendar for separate consideration and vote. Items
removed from the consent calendar for separate consideration and vote shall become
special orders for the day and shall be taken up following those items previously
scheduled for consideration as special orders. 
(h) Special orders. Special orders of business are items designated to be considered at a
particular time in the orders of the day. Special orders of business shall be listed on the
day's agenda and may include presentations or recognitions ofa ceremonial nature,
stakeholder engagement sessions, policy roundtables, public hearings, or any actions
the commission chooses to take up at a special time on its agenda. 
(i)  Authorizations  and  final  actions.  Requested  authorizations  and  other  final  actions
requiring a decision by the commission shall be listed on the day's agenda and shall be
considered in their regular order. Authorizations and final actions laid on the table may
be taken from the table by a vote of a majority of the membership during the same 
session or shall become special orders of business at the next regular meeting of the
commission or at the meeting specified in the motion to lay on the table. 
(j)  Presentations, reports, and staff briefings. Presentations not requiring immediate final
action shall be considered during the order of presentations, reports, and staff
briefings. Final action may be taken on such matters by a majority vote of the
membership only when all commissioners are present to participate or participating
remotely in the meeting. 
(k) Questions  on  referral  to  committee.  Matters  referred  to  committees  for
recommendation in advance of public consideration by the commission may be
discharged from committee pursuant to the provisions of Article V. 
(l)  Adjournment.  Provided  there  is  no  further  scheduled  business  to  transact,  the
commission shall adjourn without the need for a motion for adjournment. 
(Res. 3772, 1 and 2, 2020; Res. 3742, 2017) 
6.  Special meetings. 
(a) Any meeting held at a time or location other than as described for a regular meeting
pursuant to these bylaws constitutes a special meeting of the Port of Seattle
Commission. Special meetings may be called at any time by the president or a majority
of the membership of port commissioners, provided notice is issued by the commission
clerk in the manner prescribed by law not later than 24 hours in advance of the
convening time of a special meeting. The date, time, and location for convening such
meetings shall be described in the notice for the special meeting as required pursuant

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to Chapter 42.30 RCW. The call for a special meeting shall include a description of the
business to be transacted during the special meeting and final action shall not be taken
on any other matter at such meeting. A special meeting may follow the order of
business prescribed for a regular meeting. 
(b) Waiver of notice. Written notice issued at least 24 hours in advance of convening a
special meeting shall not be required when a special meeting is called to deal with an
emergency involving injury or damage to persons or property as described in
RCW 42.30.080. The requirement to issue written notice at least 24 hours in advance of
convening a special meeting may be dispensed with in the case of any commissioner
who files with the commission clerk a written waiver of notice prior to the convening of
such meeting. Such written notice may also be dispensed with as to any commissioner
who is actually present at the time of convening the special meeting. The written waiver
of notice shall include the commissioner's signature or similar authentication and shall
state the date, time, location, and description of the business to be transacted at the
special meeting. The commission clerk shall provide forms for executing notice waivers. 
(c) Notice waiver not submitted. Special meetings called with less than 24 hours' written
notice shall comply with all requirements of law and these bylaws. Special meetings
called to deal with an emergency involving injury or damage to persons or property as
described in RCW 42.30.080 do not require 24 hours' written notice. When any other
special meeting is called with less than 24 hours' notice, written notice shall be posted
as far ahead of convening the meeting as practicable. In such a case, if any
commissioner has not filed a written waiver of notice as prescribed in this section, and
such commissioner is not present when the special meeting convenes, the special
meeting shall immediately adjourn to a time that is at least 24 hours after the actual
time of posting the written notice for the meeting. The procedures for adjourning a
special meeting are described further in Section 7 below. 
(d) Special meetings called by a quorum of commissioners. When a majority of  the
membership of the commission calls a special meeting, the commissioners calling the
meeting shall notify the president and commission clerk in writing of their intention to
convene the special meeting. The written request shall indicate the place and time for
convening the special meeting and a description of the business to be transacted. This
information shall be included in the notice for the special meeting pursuant to the
notice requirements of law and these bylaws. Final action shall not be taken on any
other matter at such meeting. Such a written notification to call a special meeting by a
majority of the membership of the commission shall be delivered to the commission
clerk at least 25 hours prior to the convening time of such a special meeting. No special
meeting called pursuant to the procedures in these bylaws shall commence earlier than
24 hours after the time of posting of the required meeting notice. 
(e) Special meetings; community engagement. At least twice every year, the commission
shall hold special meetings for the purpose of engaging the public in the consideration
of matters relevant to the work of the Port of Seattle. The meeting locations, times, and
agendas shall be appropriate to the intended participants and shall comply with

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applicable law and these bylaws. 
(Res. 3742, 2017) 
7.  Adjournment or continuation of a public meeting. Regular and special meetings may be
adjourned or continued pursuant to the notice requirements of Chapter 42.30 RCW. When
a meeting is so adjourned and provided members of the public are present at the time of
the adjournment or continuation, the presiding officer or the commission clerk shall
announce the place and time to which the meeting is to be adjourned or continued. An
order of adjournment shall be posted on or near the door of the room where the meeting
was adjourned or continued immediately following the announcement of adjournment or
continuation. If no members of the public are present at the time the meeting is adjourned
or continued, the announcement may be dispensed with and a copy of the order shall be
posted as described here. (Res. 3742, 2017) 
8.  Executive sessions. 
(a) Executive sessions shall be closed to the public pursuant to the limitations imposed by
state law, including but not limited to the Open Public Meetings Act, Chapter 42.30
RCW. No final actions shall be taken during an executive session. Executive sessions
may be held only during a regular or special meeting of the port commission and may
be held at any time following convening of the public meeting in accordance with the
procedures required by statute and described in these bylaws. 
(b) Recording of executive sessions. Executive sessions shall be recorded electronically, and
the general counsel shall be the record holder of the original recordings. Executive
sessions held for the purpose of discussing evaluation of qualifications for public
employment or review of the performance of a public employee as described in RCW
42.30.110(1)(g) shall be exempt from the recording requirements of this section.
Executive sessions held to discuss other matters authorized by RCW 42.30.110 may be
made exempt from recording by a motion decided in public session prior to convening
the executive session. The extent to which the executive session or parts thereof shall
be exempt from recording shall be stated in the motion to exempt from recording.
Outside counsel annually shall monitor the commission's compliance with Chapter
42.30 RCW  the Open Public Meetings Act  and other laws by reviewing recordings of
commission executive sessions on a representative sampling basis. 
(c) Recessing to executive session; public present. The following procedure shall apply
when an executive session is conducted prior to transacting the other business of a
regular or special meeting and when the public is present in the scheduled location of
the public meeting. A quorum of port commissioners shall assemble at the location of
the executive session. Once the required quorum is present and the published time for 
convening the regular or special meeting has arrived, the presiding officer and the
commission clerk shall meet in the scheduled location of the public meeting and the
presiding  officer  shall  call  the  meeting  to  order.  If  the  required  quorum  of
commissioners is present at the location of the executive session but not immediately 

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present in the scheduled location of the public meeting, the presider shall announce
that such a quorum is present. The presiding officer shall announce the number of
topics to be discussed in executive session and identify them sufficiently to establish
their legal exemption from public deliberation. The announcement shall provide an
estimate of the time at which the public session will reconvene, and the public meeting
will then immediately stand in recess. The time announced for reconvening the special
or regular meeting shall not be earlier than the time otherwise published for
commencement of the public session of such a regular or special meeting in accordance
with the notice requirements of Chapter 42.30 RCW. 
(d) Recessing to executive session; public not present. The following procedure shall apply
when an executive session is conducted prior to transacting the other business of a
regular or special meeting and when the public is not present in the scheduled location
of the public meeting. A quorum of port commissioners shall assemble at the location
of the executive session. Once the required quorum is present and the published time
for convening the regular or special meeting has arrived, the commission clerk shall
notify the presiding officer that there are no members of the public assembled in the
scheduled location of the public meeting, and the announcement procedures of
subsection (c) above may be dispensed with. Under these circumstances, a notice listing
the matters to be discussed in executive session and noting the applicable legal 
exemptions from public deliberation shall be posted on or near the door of the
scheduled location of the public meeting. This notice shall include the time previously
published for reconvening of the public session of the regular or special meeting as
required under Chapter 42.30 RCW. 
(e) Extension of executive session. The following procedure shall apply when an executive
session is conducted prior to transacting other public business of a regular or special
meeting and the length of the executive session requires extension by more than five
minutes. The presiding officer shall return to the public meeting room and announce, or
may designate the commission clerk to announce, the extension of the executive
session pursuant to the requirements of Chapter 42.30 RCW. The announcement of
extension shall include a revised time for reconvening the public session, and a quorum
of commissioners shall not reconvene the public session at a time earlier than so
announced. When an executive session is so extended, a revised notice listing the
updated time for reconvening the public session, the matters to be discussed in
executive session, and the applicable legal exemptions from public deliberation shall be
posted on or near the door of the scheduled location of the public meeting. 
(Res. 3772, 2, 2020; Res. 3742, 2017) 
9.   Study Sessions. Study sessions are special public meetings held for the purpose of close
consideration and informal discussion of any matter by commissioners. These meetings are
open to the public pursuant to law and these bylaws. Study sessions may be held without
electronic recording or invitation of public comment, as appropriate to the subject matter.
but  shall  not  include  consideration  of  public  comment  or  electronic  recording  of
proceedings. No final actions shall be taken at a meeting described as a study session in its

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published notice under Chapter 42.30 RCW. (Res. 3772, 1, 2020) 
10. Public Hearings. 
(a) Public hearings are defined by law and are characterized by an obligation to allow
obligatory opportunity for the public to testify on matters that may be legislative or
quasi-judicial in nature. Public hearings shall be held when required by law and Matters
for which public hearings are required are identified by law. when required by law in the
consideration of any matter on the commission's agenda, a public hearing shall be held
as a part of a regular or special public meeting and shall be included on the meeting
agenda. 
(b) At the commission's discretion, special opportunities for public comment on any matter
under its consideration may be provided, even when a public hearing is not legally
required. Such engagement to obtain public comment may be described on a meeting
agenda as a "public hearing." 
(c) The order for conducting any public hearing on matters requiring final action shall be as
follows: 
The matter to be considered shall be announced. 
The presiding officer shall entertain a motion and second for consideration of the
matter. 
Prior to taking a vote, the presiding officer shall declare the public hearing open. 
There may be a presentation on the matter and discussion by commissioners. 
The presiding officer shall call for public testimony. 
Following public testimony, there may be further discussion by commissioners. 
The presiding officer shall declare the public hearing closed and proceed to the vote on
final action. 
(Res. 3772, 1, 2020) 
Article V  Committees 
1.  The commission may at any time establish such standing or special committees at any time
to aid in as it deems necessary for the transaction of its business. Except as otherwise
prescribed in these bylaws,  the composition and leadership of committees shall be
determined as provided elsewhere in this article by the president. To ensure compliance
with Chapter 42.30 RCW and other applicable law related to open public meetings,
committees shall include not more than two commissioners and the presence of both
commissioners shall be required to establish a quorum for the purpose of conducting the
committee's business. Additional committee members may be appointed from among port
staff, public stakeholders, or subject matter experts, as appropriate to the committee's
scope scope of the work of the particular committee. Non -commissioners on a committee
shall not be counted for purposes of establishing a quorum and shall not vote on any
question put to the committee. (Res. 3772, 2, 2020; Res. 3742, 2017) 

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2.  Charter required. Every committee of the port commission shall be established by adoption
of a charter informed by the commission's strategic priorities and workplans and  that shall
include the following information: 
(a) The name of the committee; 
(b) Whether The extent to which meetings of the committee shall be open to the public; 
(c) If applicable, a schedule of regular committee meetings; 
(d) The scope of the committee's work; 
(e) The extent to which the committee is legally authorized to act on behalf of the
commission; 
(f)  Whether  the  committee  is  authorized  to  hold  public  hearings  or  other  public
engagement activities; 
(g) The duration of the committee's work; and 
(h) Specific outcomes or recommendations expected of the committee in the conduct of its
business. 
(Res. 3772, 1 and 2, 2020; Res. 3742, 2017) 
3.  Committee membership. As noted elsewhere in these bylaws, commissioners shall serve on
or chair standing or special committees of the port commission and on external boards and
commissions.  Committee and external board and commission assignments  shall be
completed by the end of January each year.  When there is not consensus among
commissioners, the president shall make the appointment. Assignments to committees of
the port commission and external boards and commissions may change during the year,
and the commission clerk shall maintain an updated list, noting the dates and the nature of
any revisions. Changes to  such assignments shall be made only after consulting the
commissioners affected, and the president shall provide the commission clerk with written
notice of any changes. Commissioners shall not serve more than two consecutive years on
the same standing or special committee. (Res. 3772, 1, 2020; Res. 3742, 2017) 
4.  Standing committees. The charter for a standing committee shall be adopted by resolution,
and adoption of such resolution shall add such the committee to the list of standing
committees included in these bylaws. Standing committees shall conduct their business in
meetings open to the public with notice provided pursuant to Chapter 42.30 RCW and the
notice requirements of these bylaws.  The standing committees of the Port of Seattle
Commission are the following: 
(a) Audit Committee 

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(Res. 3772, 1, 2020; Res. 3742, 2017) 
5.  Special committees. Special committees are those committees established at any time by
the commission which that have a limited purview and limited duration of existence. The
charter of a special committee shall be adopted by a commission order formal written
motion  and shall include the classes of same kind of information specified for inclusion in
any prescribed for other committee charters as described in under these bylaws. A special
committee legally empowered to act on behalf of the commission, conduct hearings, or
take testimony or public comment shall conduct its business in meetings duly noticed and
open to the public. Special committees need not meet in public session when their
membership is less than a quorum of commissioners and they are not legally authorized to
act on behalf of the commission as described above. (Res. 3772, 1, 2020; Res. 3742, 2017) 
6.  Referral to committee. Topics that involve establishment or revision of policy directives or
governance structures shall be referred to a committee of appropriate purview for
recommendations on action by the commission. Other matters may be referred to
appropriate committees at the discretion of the commission by public action. If there is no
standing or special committee of appropriate purview constituted for the particular policy 
matter, one shall be constituted by a charter adopted pursuant to the requirements of
these bylaws. Such committee referral shall be made by the president or may be ordered
by the commission by public action. Notwithstanding the timeline set in the committee's
charter for consideration and recommendation to the commission, the commission may, by
a vote of a majority of its membership, discharge a committee from further consideration
of a particular any matter. The motion to so discharge shall refer the matter to a different
committee or place it on the agenda for commission consideration at an appropriate time. 
(Res. 3772, 2, 2020; Res. 3742, 2017) 
7.  Attendance at committees by additional commissioners. Because the presence of three or
more commissioners at any meeting results in the assembly of a quorum of the port
commission, commissioners shall refrain from attending committees to which they are not 
assigned. When circumstances compel attendance of more than two commissioners at a
meeting of a standing or special committee, the additional commissioner(s) planning to
attend shall notify the commission clerk in writing of their intention to attend the meeting.
Notice to the commission clerk shall be provided at least 25 hours in advance of the time
set for convening the meeting. The commission clerk shall provide public notice of the
committee meeting where a quorum of commissioners will be present pursuant to the
requirements of law and these bylaws. (Res. 3742, 2017) 
8.  Record  of  committee  proceedings  and  recommendations.  Standing  and  special
committees shall keep records of actions taken and assigned during their deliberations
and of final recommendations made to the commission. These records shall be prepared
by the committee's staff coordinator and shall be authenticated by the signature of the
committee chair. The commission clerk shall be the record holder for these records and
shall make them available for public review. Final recommendations of standing or special
committees shall be placed on the agenda of a commission public meeting as soon as
practicable and may be discussed by the commission in public session. The charter of a

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standing committee  may require it to electronically record its deliberations  Unless
prevented from doing so by extenuating circumstances, standing committees shall record
their deliberations electronically. (Res. 3772, 1, 2020; Res. 3742, 2017) 
9.   Workplans. 
(a) Standing committees shall adopt annual workplans that list the activities or specific,
measurable tasks by which the committee will implement its charter. Annual workplans
shall be presented to the commission in public session prior to their adoption by a
standing committee. 
(b) The work of special committees may be subject to workplans as described above
adopted by the port commission, as needed. Because special committees have limited
purview and duration, the scope defined in the committee's chartermay be deemed
sufficient. 
(Res. 3772, 1, 2020) 

Article VI  Rules of Order 
1.  Parliamentary authority. The rules contained in the current edition of Robert's Rules of
Order Newly Revised shall govern the commission in all cases to which they are applicable
and in which they are not inconsistent with these bylaws and any special rules of order the
commission may adopt. (Res. 3742, 2017) 
2.  Voting. 
(a) It shall be the responsibility of each commissioner to vote on all questions put for
action. Commissioners may abstain for any stated reason and shall recuse themselves
when appropriate to do so because of the potential of a conflict or potential conflict of
interest or because of an actual conflict of interest. Commissioners shall announce their
reasons for abstaining or recusing themselves from consideration of a matter pursuant
to the requirements of these bylaws. Abstentions are neither "yeas" nor "nays" and
shall not be counted as part of the vote of the commission. Commissioners who abstain
from the consideration of a matter because of the potential of a conflict or potential
conflict of interest or because of an actual conflict of interest shall be subject to rules
pertaining to recusal described in Article II, Section 5. 
(b) Motion required. The commission shall transact its business only by motion made by
any commissioner during a public meeting, including the presiding officer, participating
in a public meeting. Motions shall be decided by the vote prescribed by law  or these
bylaws. The decision of the commission shall be announced by the presiding officer.
Only actions in the form of a motion adopted by the required vote shall be binding on
the executive director and staff of the Port of Seattle as actions or decisions of the port
commission. Nonprocedural motions shall be submitted in writing for consideration by the

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commission. Motions of this kind shall include action requests submitted in a commission
agenda memorandum and attached to an approved agenda; commission orders as
described in Section 6 of this article; ceremonial proclamations as described in Section 8 of
t his article; and amendments to main questions documented on forms provided for that
purpose. 
(c) Motions to be seconded. Motions shall require a second to be considered, unless
exempt from the need for a second by the adopted parliamentary authority or the
provisions of these bylaws. 
(d) Majority vote. In all cases where a majority vote is required for passage of any question,
it shall require an affirmative vote of a majority of the commission's membership to
pass. 
(e) Voting procedure. A vote by voice shall be sufficient for the passage of any matter,
provided any commissioner may call for a vote by roll call as described in Article III,
Section 8. Votes shall be indicated by "yea" for approval or "nay" for objection. 
(f)  Unanimous consent. The commission may act by unanimous consent when it is the
presiding officer's opinion that there is general approval for it  consensus  among
commissioners. In such cases "yeas" and "nays" need not be called for, provided the
presider calls for objections and no objections are voiced. Actions taken by unanimous
consent are decisions of the commission. The outcome of an action taken by unanimous
consent shall be announced by the presider and shall be recorded in the minutes as
taken "without objection." A single objection to action by unanimous consent shall put
the question to a voice vote, or, if requested by any commissioner, a roll-call vote. 
(Res. 3772, 1 and 2, 2020; Res. 3742, 2017) 
3.  Excusing absences. Those commissioners announced by the presider as excused shall be
deemed excused by unanimous consent of the commissioners present provided there is no
objection. Upon receipt of an objection to a commissioner's status as excused or absent, the
presider may correct his or her previous announcement. If there is a further objection or if 
there is any confusion as to whether the commissioner is the subject commissioner's status as 
excused or absent, the commission shall decide the attendance status. The question shall be
presider shall put the question for approval to record the subject commissioner as excused. 
(Res. 3772, 2, 2020; Res. 3742, 2017) 
4.  Amendment of questions. Once a motion has been made or a requested action filed by
virtue of its inclusion on an approved agenda, it shall be modified prior to adoption  only by
amendment. Any commissioner, including the presiding officer, may offer an amendment
to a question that is subject to amendment. Amendments other than simple amendments
to procedural motions shall be offered in writing and their content repeated by the
presiding officer prior to taking a vote on the amendment as a subsidiary question.
Amendments filed in writing with the commission clerk at least 24 hours prior to the
convening of the public meeting during which they are intended to will be offered shall

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require a majority vote of the membership for passage. Amendments offered less than 24
hours prior to the convening of the public meeting during which they are intended to will 
be offered shall require a vote of two-thirds of the membership for passage. Amendments
shall be subject to a vote for adoption. An amendment may be adopted by unanimous
consent pursuant to the voting procedures of these bylaws provided the amendment is
submitted in writing. Amendments adopted by unanimous consent shall be recorded in the
minutes as adopted "without objection." Amendments are subsidiary questions and shall
be considered after acceptance of a motion and second on the main question to which they
are attached and shall be decided before the vote on the main question. (Res. 3772, 1,
2020; Res. 3742, 2017) 
5.  Resolutions. 
(a) The port commission shall take action act by resolution for actions that are required by
law to be in resolution form; that repeal or amend actions previously taken by
resolution; that establish or revise policy directives or governance structures; or that
are actions of a legislative character, as defined by law and below. 
(b) Form of resolutions. Resolutions shall be consecutively numbered and shall include the
following components: 
(i) A title representative of the resolution's intent with reference to all prior
resolutions on the same subject amended or repealed; 
(ii) A preamble of recitals ("whereas" clauses) stating the rationale for the action to be
taken; 
(iii) A decision ("resolved") clause similar to the enactment clause of a city ordinance, 
organized into sections as needed and asserting the proposed action; and 
(iv) A section indicating the date of public adoption with places to affix signatures and
the impression of the port seal. 
The commission clerk shall maintain a form for drafting of resolutions as approved for
use by legal counsel. 
(c) Matters of a legislative character. For the purposes of this section, "actions of a
legislative character" shall include interagency agreements requiring the corresponding
governmental entity to adopt the interagency agreement by ordinance or take similar
legislative action. 
(d) A resolution shall be introduced and adopted by separate votes on the introduction of
the resolution and the adoption of the resolution. No resolution shall be adopted on the
same day upon which it is introduced, except by unanimous consent of all
commissioners as described in these bylaws. Once a motion for introduction of a
resolution has been made or a resolution has been filed by its inclusion on an approved

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agenda, it shall be modified prior to adoption  only by amendment. Commissioners may
give their consent to adopt a resolution on the same day it is introduced in person at
the meeting during which final passage of the resolution is sought or, in the case of
commissioners absent from such meeting, by advance written consent. Written consent
for a vote on final passage adoption of a resolution at the same meeting as its first 
introduction shall include the resolution number or series of numbers, a brief
description of the resolution(s), the date of the meeting for which such consent is given,
and the name and signature or similar authentication of the commissioner giving
consent. Such written consent shall be included in the record of the meeting for which
the written consent concerning the resolution(s) is granted. 
(e) The commission clerk shall provide a form for the giving of consent to adoption of a
resolution on the same day it is introduced. 
(f)  The commission clerk shall maintain records of adopted resolutions as described in
these bylaws. 
(Res. 3772, 1 and 2, 2020; Res. 3742, 2017) 
6.  Commission Orders Written motions. Motions that are not procedural in nature shall be
submitted in writing for consideration by the commission. Written motions shall include
action requests submitted in a commission agenda memorandum and attached to an
approved agenda; ceremonial proclamations as described in Section 8 of this article; and
amendments to main questions documented on forms provided for that purpose. The
commission may adopt formal, written motions known as "commission orders." Commission
orders may address subjects of limited applicability or duration and shall not be used to adopt
policy or governance direction of indefinite duration. Commission orders shall be used to
adopt special committee charters as described in Article V.  The commission clerk shall keep a
record of adopted commission orders formal motions of the Port of Seattle Commission,
which shall be sequentially numbered; shall include a brief title and text of the order 
motion  and ; may include a statement in support of the order  motion; and shall be indexed
and made available for public review. (Res. 3772, 1, 2020; Res. 3742, 2017) 
7.  Proclamations. The commission may from time to time take actions of a ceremonial nature
by proclamation. Adopted proclamations shall be signed by the commission president and
shall have the port seal affixed. (Res. 3742, 2017) 
8.  Limitation  on  debate. As  a  board  of  less  than  twelve  members, the  Port  of  Seattle
Commission may allow any commissioner to speak multiple times on any subject under
consideration. Before a commissioner speaks twice on the same subject, the other
commissioners shall have an opportunity to speak on that subject in turn. A motion to limit
debate may be made. The motion shall stipulate the amount of time to which
commissioner comment will be limited and requires a two-thirds vote for passage. (Res.
3742, 2017) 

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9.  Order and decorum. The presiding officer shall be responsible for maintaining order and
decorum during public meetings. Commissioners shall address motions and procedural
inquiries to the presiding officer and may address staff and guest presenters directly during
consideration of a particular any matter, provided they have been recognized by the
presider  presiding  officer.  All  persons  speaking  during  consideration  of  any  matter,
including commissioners, staff, and members of the public, shall limit remarks to the matter
at hand and shall refrain from, avoiding personalities reference to personal traits vulgarity,
i nsults, inflammatory language, threats, abusive or harassing behavior including but not
l imited to obscene language and gestures, and other nongermane comments and actions
not germane to the discussion of the matter at hand . During a public meeting or hearing,
commissioners shall refrain from engaging in dialog with speakers offering public comment
but may request further information or consultation from the presiding officer or
appropriate staff representative on a topic raised during comment. (Res. 3772, 1, 2020;
Res. 3742, 2017) 
10. Rules governing public comment. 
(a) Persons wishing to address the commission shall sign up to comment on lists provided
by the commission clerk and shall identify the specific agenda item or subject to be
addressed. Recorded comment and the identity of speakers shall be public records
subject to the disclosure requirements of Chapter 42.56 RCW. The names of speakers
shall be recorded in the minutes of the public meeting. Comments shall be limited to
topics related to the conduct of port business. 
(b) Written materials related to public comment or submitted in lieu of public comment by
persons not present at the meeting may be attached to the meeting record at the
commission's discretion. 
(b)(c)       The time allotted for public oral comment shall be limited to a total of 60 45 
minutes, unless extended at the commission's discretion. The presiding officer may limit
the time allotted to each person, may limit the number of persons speaking on any
topic, may limit the time allotted to any topic, may limit oral comment to those with
new information to present, or may otherwise limit oral comment in the interest of 
order and decorum, subject to the will of the commission. 
(c)(d)       Testimony related to a public hearing shall be heard during the corresponding
public hearing, which shall be listed on the day's agenda. The commission may accept
further oral public comment at other times on the agenda as deemed appropriate by
consent of a majority of the membership. 
(d)(e)       Persons providing oral public comment shall approach the podium or testimony
table when recognized by the presiding officer and shall use the microphones provided.
Each speaker shall repeat his or her name for the record, shall identify the agenda item
or subject to be addressed, and shall address remarks to the commission as a body.
(e)(f)        Disruptions of commission public meetings are prohibited. Disruptions include

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but are not limited to the following: 
(i)  Refusal of a speaker to limit remarks to topics  related to the conduct of port
business; 
(ii)  Threats and abusive or harassing behavior including but not limited to obscene
language and gestures; 
(iii)  Refusal of a speaker to comply with the allotted time set for the individual speaker's
public comment; 
(iv)  Outbursts from members of the public who have not been recognized by the
presiding officer for public comment; 
(v)  Delaying the orderly conduct or progress of the public comment period, including
interfering with the testimony of others; 
(vi)  Directing remarks to the audience; 
(vii)  Holding or placing of a banner or sign in the commission meeting room in a way that
endangers others or obstructs the free flow of persons attending the commission
meeting; 
(viii)  Leaving the podium or testimony table to physically approach commissioners or
staff during one's public comment, provided that  speakers may offer written
materials to the commission clerk for distribution before, during, or after their
testimony to commissioners and may approach the commission clerk to ask
questions or for direction; 
(ix)  Any  behavior  that  disrupts,  disturbs,  or  otherwise  impedes  attendance  at  a
commission public meeting. 
(g) Warning and censure. If a meeting is interrupted by a disruption as provided in this
section, the presiding officer shall notify the speaker that the disruptive comments or
actions are out of order and that further disruption will result in censure. Censure is
applicable to the single meeting during which disruption occurs. Censure for a second
disruption will result in a loss of speaking privileges or expulsion from the meeting,
depending on the severity of the disruption. Censure for a third disruption will result in
expulsion from the meeting. The presiding officer may use discretion in applying the
degree of censure depending on the severity of a disruption, subject to the will of the
commission. 
(f)(h)        If a meeting is interrupted by a disruption as provided in this section described in
these bylaws so as to render that renders the orderly conduct of the meeting not 
infeasible, the presiding officer may recess or adjourn the meeting to another location
and order the room cleared. Recess or adjournment by the presiding officer, at the

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discretion of the commission, may recess the meeting or adjourn the meeting to
another location shall be pursuant to the provisions of Article IV, Section 7, of these
bylaws and shall be at the discretion of the commission may order the meeting room
cleared. If a meeting is adjourned due to a disruption, commissioners and staff shall
leave the meeting room until the meeting is reconvened. 
(Res. 3772, 1 and 2, 2020; Res. 3742, 2017) 
11. Questions for which objection requires offering of an amendment. As noted in these
bylaws, the following are motions that are normally decided by unanimous consent and
which require that objection be accompanied by the offering of an amendment to the main
question: 
(a) Approval of the agenda. The form for the question for approval of the agenda shall be
put as a call for revisions to the preliminary agenda as proposed, followed by a brief
pause. Objection shall take the form of an amendment to add to, remove from, or
reorder items on the preliminary agenda. 
(b) Excusing absences. The form for excusing absences shall be put as an announcement of
those present, absent, and excused, followed by a brief pause. Objection shall take the
form of an amendment to the presiding officer's announcement.If a vote is taken on
whether to record a commissioner as either excused or absent, the question shall be
put as a request to show the commissioner "excused." 
(c) Approval of the minutes. Minutes typically shall be included on the unanimous consent
calendar. When removed from the consent calendar for separate consideration, the
question  shall  be  on  approval  of  the  minutes  as  proposed  and  circulated  to
commissioners in advance. Objection shall take the form of the offering of an
amendment to correct the record contained in the minutes as proposed. All
commissioners present at the time of the vote to approve the minutes and any
amendments offered to the proposed minutes shall vote on the question put,
regardless of their presence or absence from the meeting for which the subject minutes
have been prepared. 
(Res. 3742, 2017) 
12. Questions requiring unanimous consent of all commissioners. As noted elsewhere in these
bylaws, the following motions require unanimous consent of the membership, whether
present or absent, and an objection has the effect of defeating the question: 
(a) Motion to allow adoption of a resolution on the same day it is introduced, as described
in Article VI, Section 6. 
(Res. 3742, 2017) 
13. The waiver of any rule contained in these bylaws shall require either an affirmative vote of

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two-thirds of those voting or the vote explicitly stipulated in these bylaws, whichever is
more restrictive. (Res. 3742, 2017) 

Article VII  Amendment of Bylaws 
1.  Amendment by resolution. These bylaws may be amended by the commission at any
regular or special meeting by resolution duly adopted. (Res. 3742, 2017) 
2.  Publication. The commission clerk shall revise the bylaws to reflect amendments made
from time to time, shall record a history of revisions to the bylaws, shall make the bylaws
available for public review, and shall maintain an index to the content of the bylaws. (Res.
3742, 2017) 
3.  At least once every three years, the commission shall refer the bylaws to an appropriate
committee for review and recommendation as to any needed revisions. (Res. 3742, 2017) 












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APPENDIX A 
Typical Forms Called for in the Port of Seattle Commission Bylaws 

Form for waiver of written 24-hour public meeting notice: 
"In accordance with RCW 42.30.080, I waive my right to 24 hours' notice of the
special Port of Seattle Commission meeting of __[date]__, called for the purpose
of  __[subject]__,  and  set  to  convene  at  __[time]__  in  __[location]__  .
Commissioner __[full name]__" 

Form for consent to allow introduction and adoption of a resolution on the same day: 
"MEMORANDUM 
DATE:     __[date of consent]__ 
TO:        __[Name]__, President, Port of Seattle Commission 
FROM:    __[Name]__, Port of Seattle Commissioner 
SUBJECT:  Written Consent for Introduction and Adoption of Resolution ____ 
I will be unable to attend the port commission public meeting on __[date]__, to
be held in __[location]__, and will not be present when Resolution ____ is
considered and voted upon by the commission. However, I am familiar with
Resolution ____, which relates to __[subject]__. In accordance with Article VI,
Section 5, of the port commission bylaws, I consent to Resolution ____ being
introduced on __[date]__ and being offered for adoption at the same meeting at
which it is first introduced. Please proceed with consideration of Resolution
____, and enter this advance written consent in the record of the meeting as
required by the bylaws. 
__[Commissioner's signature]__" 





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Revision History 
Month D, 2020          Resolution NNNN added  removed  made revisions to  
September 10, 2019      Resolution 3761 revised the object statement in Article I and the
membership description of Article II, Section 1. 
January 8, 2019          Resolution 3754 removed the automatic succession of the vice
president to president. 
January 30, 2018         Resolution 3744 removed the requirement that the vice president be
the chair of the audit committee (Article III, Section 6) and moved
provisions relating to oversight and review of the internal audit
director to Article II, Section 8. 
December 19, 2017      Resolution 3742 repealed all prior resolutions amending the Port of
Seattle Commission bylaws. The previous version had been adopted
August 15, 2017. The December 19, 2017, version reorganized the
bylaws into seven articles, established Robert's Rules of Order as a
parliamentary authority, changed the order of business and regular
meeting  schedule  somewhat,  provided  for  formal  committee
structures, incorporated rules for order and decorum, and otherwise
articulated several processes which previously had been left to
informal understanding. 









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