COMMISSION 
AGENDA MEMORANDUM                        Item No.          7c 
ACTION ITEM                            Date of Meeting      March 10, 2020 
DATE:     March 2, 2020 
TO:        Stephen P. Metruck, Executive Director 
FROM:    Paul J. White, Commission Clerk 
SUBJECT:  Commission bylaws revisions proposed for 2020 
ACTION REQUESTED 
Request Adoption of Resolution 3772: a resolution of the Port of Seattle Commission amending
Resolution Nos. 3761, 3742, 3744, and 3754, regarding bylaws governing the organization and
transaction of business of the Port of Seattle Commission. 
EXECUTIVE SUMMARY 
The Port of Seattle Commission bylaws require review on a triennial basis. The Clerk conducted
a review in 2019 and there are several substantive and technical revisions proposed to enhance
transparency  especially of committee processes, to accommodate appropriately balanced
flexibility without sacrificing transparency, and to improve the clarity of the text. 
Review by legal counsel, comparison with the rules  of order of other jurisdictions, and
contributions by individual commissioners contributed to the proposals. The commission's
parliamentary authority is Robert's Rules of Order, Newly Revised. The proposals are consistent
with the principles found in Robert's. 
DETAILS 
Substantive changes proposed in Resolution 3772 are described in this agenda memorandum
with references to their location within the text. The exact wording of each is available in the
draft resolution or redline version of the bylaws, both attached. Technical wording changes are
not addressed specifically in this memorandum but can be found in the attachments. 
Standing Committee Notices 
Revisions proposed in Article V, Sections 4 and 5, are intended to enhance transparency of
committee activities while allowing a reasonable measure of scheduling flexibility. S pecial
committees, such as the current Aviation or Energy and Sustainability Committees, have always
enjoyed the flexibility to gather with subject matter experts in locations and at times
convenient to the busy and dynamic schedules of the participants without activating the
considerable administrative machinery that comes with advance meeting notice. Although they

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keep records of their activities, they have never been required to electronically record their
meetings. The proposal is to allow standing committees the same privileges. 
This is justified when considering existing and proposed limits on committee activity that serve
to enhance their transparency rather than detract from it. These include the following: 
(1)   No committee of port commissioners is empowered to act on behalf of the port
commission  at  large.  Neither  can  committees  prevent  the  commission  from
considering any proposal. Important checks that prevent this kind of decision-making
include the limitation of committees to less than a quorum of the port commission
[Article  V,  Section  1],  availability  of  a  motion  to  discharge  any  matter  from  a
committee [Article V, Section 6, and Article IV, Section 5(k)], and explicit statements in
the committee charters that they do not possess governmental authority and which
are adopted by the commission at large [Article V, Section 2]. 
(2)   Committees are required to keep records of their proceedings, which are  public
records and are to be made accessible [Article V, Section 8]. 
(3)   A new provision would require an annual work plan of each committee to be adopted.
These would be presented to the commission at large before being adopted by the
committee in the case of standing committees, and might also be adopted by the
commission for special committees. The workplans would also become part of the
publicly accessible records of the committee [Article V, proposed Section 9]. 
(4)   Additional opportunities for public reporting on committee activities are proposed in
the form of a revised regular order of business to include committee reports [Article
IV, proposed Sections 5(a) and 5(e)]. 
Study Sessions 
New language in Article IV would describe study sessions and characterize them as being for
informal discussion on a subject. The commission would have the option of not inviting public
comment or electronically recording these meetings, which would be like a committee meeting
or commission retreat as those operate today. The provision makes it clear that no final actions
would be taken at a study session [Article IV, proposed Section 9]. 
Public Hearings 
Similarly, new language would describe what the commission means by a "public hearing" and
would set out the order for considering briefings, testimony, and debate during such a hearing.
Common-sense requirements, such as inclusion of the public hearing on the meeting agenda,
are included. The provision provides added predictability to the public hearing process [Article
IV, proposed Section 10]. 
Civil Discourse 
Amendments to the text describing  comments and actions to be avoided during public
meetings are meant to make it clearer that the commission expects orderly conduct and civil
discourse. Corresponding additions to the lists of disruptions are also proposed. New provisions

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make it clearer that "avoiding personalities" has to do with avoiding reference to personal
traits, list threats and abusive or harassing behavior as unacceptable, and proscribe obscene
language and gestures [Article VI, Sections 9 and 10]. 
A new common-sense limit on the topics on which the public is invited to comment during
public meetings is added. It says simply, "Comments shall be limited to topics related to the
conduct of port business." This will continue to allow public comment on items not on the day's
agenda but does limit them to port-related content. This reasonable standard is less restrictive
than that used by many jurisdictions [Article VI, Section 10(a) and proposed Section 10(f)]. 
Response Protocol for Disruptions 
When intentional disruptions occur during public meetings the most effective and transparent
strategy is to designate in advance how they will be handled. A new provision sets up a warning
and consequence scenario for the rare occasions when disruptions interrupt the public
meeting. The first step is a warning that the comment or behavior is out of order with direction
to correct it. If disruption continues, a second warning and cut-off of comment or request that
person(s) return to their seats follows. Finally, a third disruption can result in someone's being
expelled from the meeting. There is flexibility built in to respond to a variety of degrees of
disruption [Article VI, proposed Section 10(g)]. The word "censure" is used in its broadest
dictionary sense of an "expression of disapproval." 
Attachments to the Public Meeting Record 
All written materials provided to the clerk during and before a public meeting are always
distributed to all commissioners. But not all written materials are appropriate to or necessary
for the official record of the meeting. To make it more transparent that not every written
comment will be appended to the commission's minutes, new language is proposed that gives
the commission the discretion to attach external materials to its record as it sees fit. A simple
approval by unanimous consent would result in the attachment of relevant items [Article VI,
proposed new Section 10(b)]. 
Commissioner Travel Coordination 
Port travel policy requires commissioners to obtain prior approval before engaging in
reimbursable international or domestic travel. New bylaw provisions would make it transparent
that the President is the approver for accounting purposes and is responsible for collaboratively
coordinating travel by commissioners on port business. The tools and timeframes needed to
make this practicable are detailed in the proposed language. These include periodic lists of
travel events in memorandum form and a 14-day required lead time to revise the list [Article III,
proposed Section 5(h)]. 
Commission "Formal Motions" 
All actions of the port commission must be by "motion." And all non-procedural motions must
be written down. Actions that are written include authorization requests on commission

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agenda memos, resolutions for introduction and adoption on separate days, proclamations, and
a formal instrument less decorous than a resolution we currently call simply a "motion." There
is inherent ambiguity in using this label to mean so many potentially different things. So, the
proposal is that the "formal, written motion" that we number, that is used to establish a special
committee or appoint staff, that has a title and a "statement in support" be renamed a
"commission order"[Article VI, Section 6; related revisions in Article III, Sections 8(d) and 8(e);
Article V, Section 5; and Article VI, Section 2(b)]. 
Other Substantive Proposals 
Other proposed bylaw revisions include administrative improvements for transparency and
clarity, considerations for schedule changes, and a proposal to incent broader participation by
commissioners on committees. 
A limit of two consecutive years for committee membership is intended to encourage rotation
of commissioners on committees [Article V, proposed Section 3]. 
A change of the meeting time for executive sessions is proposed so that closed sessions on
regular meeting days begin at 10:30 a.m., rather than 11:00 a.m. The public session would 
continue to begin at noon [Article IV, Section 4(a)]. The intent is to ensure that the noon public
session is not delayed due to executive sessions' running long. 
In order to provide more predictability to commissioners, staff, and the public, it is proposed
the regular meeting schedule in August be adjusted. Regular meetings would be held on the
second and third Tuesdays, rather than the second and fourth, the latter of which falls very
close to Labor Day. Often, the second August meeting is cancelled, which puts a burden on the
September agendas as the commission tries to "catch up" with authorizations and briefings
held over from the month before [Article IV, Section 4(a)]. 
An increase to the maximum time allotted for public comment is provided to reduce the need
for a procedural step when comment takes longer than 45 minutes while preserving a
reasonable limit on the amount of time during the meeting devoted to comments. The change
would be from 45 minutes to 60 minutes. For the most part, comment is concluded in much
less time [Article VI, proposed Section 10(c)]. 
The bylaws contain a control to prevent non-transparent revisions to actions between their
publication with a meeting agenda and their ultimate final adoption. Actions are considered
filed and in the possession of the body once the day's agenda is approved; in order to alter the
proposed actions, a written amendment is required. This provision raised some concern during
the State Auditor's Office 2017 accountability audit of the port reported in March 2019. It was
suggested that the wording of the rule could be read to prevent the commission from
amending actions it had taken at past meetings. For example, later amendments to previously
adopted resolutions. Therefore, a revision is proposed in three locations to make it clear that
the control applies to actions that have not yet been adopted. It adds the words "prior to

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COMMISSION AGENDA  Action Item No. 7c                                   Page 5 of 5 
Meeting Date: March 10, 2020 
adoption." In each location[Article IV, Section 5(d); Article VI, Section 4; and Article VI, Section
5(d)]. 
ATTACHMENTS TO THIS REQUEST 
(1)   Draft Resolution No. 3772 
(2)   Presentation slides 
(3)   Bylaws redline 
(4)   List of bylaws provisions relating to committee meetings 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
February 25, 2020  Resolution 3772 was introduced in public session. 
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. 







Template revised June 27, 2019 (Diversity in Contracting).