8a Draft Resolution Bylaws Review

Item Number:      8a_draft reso 
Meeting Date:      October 13, 2020 


1                                               RESOLUTION NO. 3778 
2 
3             A RESOLUTION of the Port of Seattle Commission amending Resolution Nos. 3761,
4                                        3742, 3744, and 3754, regarding bylaws governing the
5                                        organization and transaction of business of the Port of
6                                        Seattle Commission. 
7 
8             WHEREAS, the voters of King County authorized and approved the formation of a port
9     district co-extensive with King County, to be known as the Port of Seattle, in a special election
10    on September 5, 1911; and 
11 
12            WHEREAS, the Port of Seattle Commission is the legally-constituted governing body of
13    the Port of Seattle; and 
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15            WHEREAS,  Roberts Rules of Order, Newly Revised, continues to be the adopted
16    parliamentary authority of the Port of Seattle Commission; and 
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18            WHEREAS, bylaws of the commission require a review and recommendation as to any
19    needed revisions at least once every three years, as provided by Article VII, Amendment of
20    Bylaws; and 
21 
22            WHEREAS, the bylaws of the commission were last reviewed in full December 2017; and 
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24            WHEREAS, the commission has determined it is time to conduct its review and
25    recommends the amendments herein to provide clarity, improve transparency, and better align
26    its special rules of procedure with the goals and priorities of the port commission. 
27 
28            NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of Seattle as
29    follows: 
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31    SECTION 1. 
32    The technical and substantive amendments contained in Exhibit A of this resolution are hereby
33    adopted, as if fully set forth herein. 
34 
35    SECTION 2.    The commission clerk is hereby authorized to execute scrivener's error revisions
36    in finalizing amendments to the Commission Bylaws and Rules of Procedure made through
37    adoption of this resolution, as needed, to address technical corrections.
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42            ADOPTED by the Port Commission of the Port of Seattle at a duly noticed public meeting
43    thereof,   held  this  ______  day   of  _______________________________,  2020,  and  duly 
44    authenticated in open session by the signatures of the commissioners voting in favor thereof and
45    the seal of the commission. 
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86                                                                          Resolution No. 3778, Exhibit A 
87 
88                          PORT of SEATTLE COMMISSION BYLAWS 
89 
90    Article I  Object 
91 
92    1.  Founded in 1911 by a vote of the people as a special purpose government, the Port of
93        Seattle's mission is to promote economic opportunities and quality of life in the region by
94        advancing trade, travel, commerce, and job creation in an equitable, accountable, and
95        environmentally responsible manner. (Res. 3761, 1, 2019; Res. 3742, 2017) 
96 
97    2.  These bylaws constitute the rules governing the transaction of business by the duly elected
98        Port of Seattle Commission. Commissioners shall faithfully, ethically, and transparently
99        perform all duties of office and shall abide by the principle that public service is a public trust.
100        It is the goal of these bylaws to outline the transaction of business in a way that appropriately
101        safeguards the rights of the majority, minority, and individual within the body politic of the
102        Port of Seattle Commission. (Res. 3742, 2017) 
103 
104    3.  [Repealed by Resolution 3761, September 10, 2019] 
105 
106    Article II  Commissioners 
107 
108    1.  Membership. The Port of Seattle is led by a board of five commissioners elected by King
109        County voters pursuant to the provisions of Chapter 53.12 RCW. Election and terms of port
110        commissioners shall be pursuant to applicable law. As elected officials, each commissioner
111        shall exercise the responsibilities of office and be accountable to the general public, the
112        citizens of King County, and one another. (Res. 3761, 3, 2019; Res. 3742, 2017) 
113 
114    2.  Collegiality. The commission exercises port powers described by law and governs the Port of
115        Seattle only when a quorum of its membership is assembled in a properly noticed public
116        meeting and action is taken by the required vote. It is the right of the individual or the
117        minority of commissioners to dissent from the will of the majority, just as and it is the right
118        of the majority to act by whatever vote is needed for passage of a question. Commissioners
119        are independently elected and have the right to voice personal opinions on matters under
120        consideration or that are pending final action by the commission. Commissioners have the
121        right to express opinions that differ from the decision of the majority of the commission,
122        provided that each commissioner transparently distinguishes his or her individual opinion
123        from the collective decisions of the commission as a body. (Res. 3778, 2, 2020; Res. 3742,
124        2017) 
125 
126    3.  Oath  of  office.  Pursuant  to  the  requirements  of  RCW  29A.60.280,  newly  elected
127        commissioners shall take the oath of office required by law during the time period defined
128        by law. The oath shall be administered by a notary public holding the position of commission
129        clerk. Another person qualified to administer oaths may administer the oath of office to
130        newly elected commissioners when compliance with the legally required time period

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131        necessitates it. In addition to taking the oath of office required by statute, newly elected
132        commissioners may take their oaths of office in a public ceremony. Provided such
133        commissioners have already taken the oath in the manner required by applicable law, any
134        person may administer the oath during such a ceremony. (Res. 3742, 2017) 
135 
136    4.  Transparency  pledge. Annually, prior to the first public meeting of the year, each
137        commissioner shall execute the following transparency pledge: 
138 
139            As a duly elected Port of Seattle commissioner, I am responsible for ensuring that the
140            Port of Seattle, a public agency of the state of Washington, conducts its business in the
141            open in compliance with the state's Open Public Meetings Act, Chapter 42.30 RCW. 
142 
143            In fulfillment of my duties to the commission as a body, and in recognition of my
144            responsibilities as an elected official serving the citizens of King County, I give my
145            personal commitment to fostering and maintaining a culture of accountability and
146            transparency within the commission, among Port of Seattle employees, and between
147            the Port of Seattle and the citizens of King County. 
148 
149            Therefore, I affirm my commitment to openly governing the Port of Seattle pursuant to
150            the Open Public Meetings Act and the state's Public Records Act (Chapter 42.56 RCW).
151            As a commissioner, I will support and advance policies and practices that increase the
152            Port's openness and accountability and expand citizen access to the port's decision-
153            making consistent with the intent of the Open Public Meetings Act. 
154 
155            Signed this ____ day of ____ , ____ , for the term of January 1 through December 31,
156            ____ . Commissioner ____ 
157 
158            (Res. 3742, 2017) 
159 
160    5.  Ethical behavior, conflict of interest, recusal procedure. 
161 
162        (a) Commissioners shall uphold the standard of conduct reflected in the Port of Seattle
163            Statement of Values and further described in the Port of Seattle Code of Ethics and
164            Workplace Conduct and the Port of Seattle Code of Ethics for Port Commissioners.
165            Commissioners shall avoid conflicts of interest and the appearance of conflicts of interest
166            when performing their duties as port commissioners. Procedures related to alleged
167            misconduct and potential conflicts of interest are described in the Port of Seattle Code of
168            Ethics for Port Commissioners, implementation of which is ensured by the commission's
169            officers and an independent Board of Ethics. 
170 
171        (b) If a potential or actual conflict of interest arises, commissioners shall resolve the conflict
172            pursuant to the requirements of the Code of Ethics for Port Commissioners, including
173            when necessary, recusing themselves from any consideration and voting upon the issue
174            that creates the conflict. When recusing themselves, commissioners himself or herself, a
175            commissioner shall announce the conflict or potential conflict of interest or the potential
176            conflict of interest prior to deliberation on the matter subject to recusal. Unless a

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177            recusing commissioner's presence during a public meeting is required in order to
178            preserve a quorum, the commissioner shall leave the meeting room during consideration
179            of business subject to the conflict issue and may return upon its completion. Abstention
180            from voting does not presume recusal, and is described further in Article VI, Section 2. 
181 
182        (Res. 3778, 2, 2020; Res. 3742, 2017) 
183 
184    6.  Vacancy in office. 
185 
186        (a) A vacancy in the office of port commissioner may occur as provided in Chapter 42.12 RCW
187            or by the port commissioner's nonattendance at meetings of the port commission for a
188            period of 60 days unless the commissioner is excused by the port commission. In the 
189            event a vacancy in the office of port commissioner occurs, such vacancy shall be filled in
190            accordance with RCW 53.12.140 pursuant to Chapter 42.12 RCW and other applicable
191            law. The remaining commissioners shall fill the vacancy by appointment no later than 90
192            days after the creation of the vacancy. When a vacancy is due to resignation, If the
193            vacancy is created due to a commissioner resigning his or her position, the commission
194            shall appoint a new commissioner within 90 days of the resignation effective date of the
195            commissioner's resignation. 
196 
197        (b) Solicitation of applications. Within five business days after receiving notice of a vacancy or
198            the creation of a vacancy, the commission shall solicit applications to fill the vacancy by
199            issuing a press release and posting a request for applications on the Port of Seattle website.
200            Applications shall be solicited from citizens in King County interested in being considered for
201            the appointment. All applications for the appointment shall be submitted to the port
202            commission by the deadline noted in the commission's request for applications. 
203 
204        (c) Review and selection of candidates. The commission shall review the applications and
205            shall obtain background investigations of the applicants. The commission may conduct
206            interviews in public of the most qualified candidates. The commission shall fill the
207            vacancy by selecting one candidate by majority vote of its membership in a public
208            meeting. 
209 
210        (d) Vacancy in office of three or more commissioners. When a majority of the commissioner
211            positions fixed by law are vacant, the provisions of RCW 42.12.070 and applicable law
212            shall govern the filling of the vacancies. 
213 
214        (e) Appointment until the next election. As provided in Chapter 29A.24 RCW, each person
215            appointed to serve in the office of commissioner shall serve until a qualified person is
216            elected at the next election at which a member of the governing body normally would be
217            elected. The person elected shall take office immediately and serve the remainder of the
218            unexpired term. 
219 
220        (Res. 3778, 2, 2020; Res. 3742, 2017) 
221 
222    7.  Outside boards and commissions. Commissioners may serve on external port-related boards

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223        and commissions. No more than two commissioners shall serve on the same external board
224        or commission at the same time in order to avoid creating a quorum of commissioners at the
225        meetings of such a board or commission. The commission shall consider the following factors
226        when determining participation and length of service for commissioners on external boards
227        and commissions: 
228 
229        (a) The membership and office-holding requirements of the external boards in question; 
230 
231        (b) The interests of individual commissioners in serving on various external boards; and 
232 
233        (c) Whether the port commission is adequately represented on the external boards and
234            commissions needed to effectively advocate for the interests of the Port of Seattle. 
235 
236        (Res. 3778, 2, 2020; Res. 3742, 2017) 
237 
238    8.  All commissioners shall serve at least one, one-year term on the commission's audit
239        committee prior to the completion of their fourth year in office. The audit committee
240        participates directly in the oversight and review of the performance of the internal audit
241        director in accordance with policy directives related to Port of Seattle salaries and benefits.
242        In consultation with the audit committee, the audit committee chair shall contribute to the
243        executive director's performance review of the internal audit director. (Res. 3752, 1, 2018;
244        Res. 3744, 1, 2018; Res. 3742, 2017) 
245 
246    9.  Oversight and review of the executive director. As a body, the commission provides oversight
247        and review of the performance of the executive director in accordance with the executive
248        director's employment agreement. (Res. 3742, 2017) 
249 
250    10. Review of staff reporting to both the commission and the executive director (dual reports).
251        In addition to oversight of the executive director and direct reports of the office of the
252        commission, the commission as a body provides input to the executive director in executive
253        session regarding the performance of those employees who report directly to the executive
254        director. In particular, the commission as a body provides review of the general counsel and
255        external relations senior director, who report dually to the commission and the executive
256        director. (Res. 3752, 1, 2018; Res. 3742, 2017) 
257 
258 
259    Article III  Officers 
260 
261    1.  All officers shall serve at the pleasure of the Port of Seattle Commission and shall carry out
262        the responsibilities described in these bylaws. Commission officers may be censured or
263        removed from office at any public meeting of the port commission legally convened in
264        accordance  with  applicable  laws  and  these  bylaws.  The  Code  of  Ethics  for  Port
265        Commissioners shall identify the procedures for addressing complaints of misconduct, abuse
266        of authority, and neglect of the duties of office by officers. Censure or removal from office If
267        a majority of the commissioners determine that an officer should be censured or removed
268        from office, this decision shall require a vote of the majority of commissioners as prescribed

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269        by applicable law and these bylaws. (Res. 3778, 2, 2020; Res. 3742, 2017) 
270 
271    2.  Election. At the first public meeting of each calendar year, the commission shall elect a
272        president, vice president, and secretary. (Res. 3778, 2, 2020; Res. 3754, 2, 2019; Res. 3742,
273        2017) 
274 
275    3.  Term of office. An officer's term shall run from the date of election until the end of the
276        calendar year. (Res. 3742, 2017) 
277 
278    4.  Commission officer vacancy. 
279 
280        (a) In the event that When a commission officer resigns or is removed from the office of
281            president, vice president, or secretary, a commissioner may be selected to serve out the
282            officer's uncompleted term and shall so serve until the end of the calendar year. When
283            such vacancies arise, they may be filled at any regular or special meeting of the
284            commission. During the temporary absence of any commission officer, the officer next in
285            line shall assume all prescribed duties of the absent officer in an acting capacity in the
286            following order of succession, provided that this order of succession does not apply to
287            meetings of committees composed of fewer than a quorum of the port commission: 
288 
289        (b) In the physical absence of the president, the vice president temporarily shall assume all
290            prescribed duties of the president under Article III, Section 5. 
291 
292        (c) In the physical absence of the vice president, the secretary temporarily shall assume all
293            prescribed duties of the vice president under Article III, Section 6. 
294 
295        (d) In the physical absence of both the president and vice president, the secretary temporarily
296            shall assume all prescribed duties of the president under Article III, Section 5. 
297 
298        (Res. 3778, 2, 2020; Res. 3754, 3, 2019; Res. 3742, 2017) 
299 
300    5.  Duties of the president. 
301 
302        (a) Order and decorum. The president shall preside over all public meetings and executive
303            sessions of the Port of Seattle Commission and shall be responsible for maintaining order
304            and decorum in accordance with the provisions of these bylaws. 
305 
306        (b) Preliminary agenda. The president shall authorize the formation of the commission's
307            preliminary public meeting agenda and shall propose the agenda for commission
308            approval on the day of the meeting in the appropriate order of business. 
309 
310        (c) Notice of meetings. The president shall authorize the issuance of such legal notices of
311            public meetings as may be required by law and these bylaws. 
312 
313        (d) Oversight of the office of the commission. In consultation with the commission, the
314            president shall provide oversight and review of the performance of the commission chief

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315            of staff. The commission chief of staff shall be responsible for the organization and
316            management of the office of the commission. The commission chief of staff shall consult
317            with the commission regarding the performance evaluation, hiring, and firing of staff of
318            the office of the commission. 
319 
320        (e) Oversight of staff reporting to both the commission and the executive director (dual
321            reports). On behalf of the commission and in concert with the executive director, the
322            president shall provide oversight to the general counsel and public affairs director, who
323            report dually to the commission and the executive director. The president shall serve as
324            the commission's primary point of contact to these positions. 
325 
326        (f)  Commission spokesperson. The president shall be the spokesperson for the commission
327            in expressing views held collectively by the Port of Seattle Commission that have been
328            established by action taken in public session or that are consistent with the policies,
329            statements, and actions of the port commission. The president may delegate this role on
330            a case-by-case basis. The president shall make reasonable efforts to consult with another
331            commissioner prior to making public statements on behalf of the commission. When the
332            president expresses his or her own individual opinions, he or she shall refrain from using
333            the title of commission president in such a context. In an effort to keep the president
334            informed in the role of commission spokesperson, commissioners are requested to
335            forward a courtesy copy of individual commissioners' media publications to the president
336            24 hours prior to issuance by the member. Members' media publications shall reflect that
337            views expressed therein are the sole views of the individual commission member and are
338            not representative of the views of the Port of Seattle Commission, unless the media
339            publication is approved and sanctioned by the full commission prior to publication. This
340            provision does not apply to media publications issued in a personal capacity and not
341            purported to be written by a member of the port commission in their public capacity. 
342 
343        (g) Signature of instruments. On behalf of the commission, the president shall sign all
344            proclamations and resolutions adopted in public session. The president shall execute all
345            agreements required in the normal course of fulfilling his or her duties. The president
346            shall sign all official correspondence and other instruments on behalf of the commission
347            that are consistent with the opinions or policy direction of the commission established
348            by public action. 
349 
350        (h) Travel Coordination. Port Policy No. AC-2 requires that all domestic travel, as defined by
351            the policy, be authorized by the Port Commission President.  All international travel is
352            approved by the full commission in an open public meeting. 
353 
354            Domestic travel approval shall be administratively authorized by official notification from
355            the president of the approval. If changes to travel requests occur, the request shall be
356            revised by a commissioner and re-submitted to the president for re-approval in advance
357            of any requested domestic travel.  The request for travel shall include the number of
358            commissioners traveling (if applicable), the port-related reason for travel, and the dates
359            and destination of travel. Commissioners shall submit requests for domestic travel to the
360            president for review at least 14 days before the travel departure date, unless scheduling

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361            considerations require submission later than 14 days. Travel to British Columbia, Canada,
362            is treated as domestic travel for the purposes of this policy. 
363 
364            Approval of international travel shall be authorized by formal action of the commission.
365            The authorizing commission memorandum shall detail the number of commissioners
366            traveling (if applicable), the port-related reason for travel, and the dates and destination
367            of travel.  International travel requests shall be submitted to the commission office 21
368            days in advance of each calendar quarter (January, April, July, October). Travel change
369            requests for previously approved international travel shall again be put before the full
370            commission for review and action. 
371 
372            Commissioners not receiving advanced travel authorization for international travel shall
373            report to the full commission regarding the purpose of their travel, dates of travel,
374            location of travel, benefit received by the port through the travel, and shall seek majority
375            approval of the post-travel authorization in order to submit claims for travel expense
376            reimbursement. 
377 
378            For both domestic and international travel, approving authority shall review travel
379            requests of commissioners to ensure travel opportunities are equitable to all members
380            and are consistent with the interests of the Port. An appropriate port employee may be
381            delegated the  responsibility  of  processing travel  reimbursements  associated  with
382            domestic and international travel of commissioners. 
383 
384        (i)(h) Coordination of the commission office budget.  The chief of staff shall work with
385            members of the commission to identify member budget priorities and requests.  The
386            president of the commission shall review the commission office budget proposal of the
387            chief of staff and consult with members of the commission regarding the proposal and
388            their priorities as needed. 
389 
390        (j)  Other duties of the president. The president shall perform other duties incidental to the
391            office of the president, as established from time to time by the commission. 
392 
393        (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 
394 
395    6.  Duties of the vice president. 
396 
397        (a) [Repealed by Resolution 3754, January 8, 2019] 
398 
399        (b) [Repealed by Resolution 3744, January 30, 2018] 
400 
401        (c) As described in Section 4 above, in the physical absence of the president, the vice
402            president temporarily shall assume all prescribed duties of the president under Article III,
403            Section 5. 
404 
405        (d) Other duties of the vice president. The vice president shall perform other duties incidental to
406            the office of the vice president, as established from time to time by the commission. 

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407 
408        (Res. 3754, 1, 2019; Res. 3744, 1, 2018; Res. 3742, 2017) 
409 
410    7.  Duties of the secretary. 
411 
412        (a) The secretary shall oversee the proper recording of official actions of the Port of Seattle
413            Commission and shall oversee the distribution, retention, and disposition of such records
414            as described in these bylaws. To carry out this responsibility, the secretary shall
415            coordinate with a commission clerk. The secretary shall present minutes for approval to
416            the commission and shall attest to the authenticity of approved minutes by signature.
417            When the secretary is physically absent, the presiding officer shall so attest. 
418 
419        (b) Other duties of the secretary. The secretary shall perform other duties incidental to the
420            office of the secretary, as established from time to time by the commission. 
421 
422        (Res. 3778, 2, 2020; Res. 3742, 2017) 
423 
424    8.  Duties of the commission clerk. 
425 
426        (a) There shall be aA staff position to shall perform the duties of a commission clerk. The
427            commission clerk shall be supervised by the commission chief of staff. The work of the
428            commission clerk shall support the secretary as the officer responsible for overseeing the
429            recording of actions of the Port of Seattle Commission. 
430 
431        (b) Legal notices. Subject to authorization of the president, as described in Section 5, the
432            commission clerk shall ensure the posting, distribution, retention, and disposition of port
433            commission public meeting notices, as may be required by law and these bylaws.
434 
435        (c) Minutes. The commission clerk shall ensure the recording, distribution, retention, and
436            disposition of records of the official actions of the Port of Seattle Commission in
437            accordance with applicable law and best practices. 
438 
439        (d) Catalogs and indices. The commission clerk shall ensure the collection and cataloguing of
440            policy directives and governance-related resolutions of the Port of Seattle Commission
441            and . He or she shall coordinate with the office of the port's executive director to ensure
442            that policies and procedures promulgated by the executive leadership of the port are
443            regularly  reviewed  for  conformity  with  such  commission  policy  directives.  The
444            commission clerk shall maintain such indices of the records of the port commission as are
445            considered appropriate to accommodate the normal course of business. At a minimum,
446            the commission clerk shall maintain indices of actions of the port commission contained
447            in its minutes, and the subject matter of adopted resolutions, policy directives, and other
448            formal motions commission orders as described in Article VI, Section 6. 
449 
450        (e) Record holder. The commission clerk shall be the record holder and custodian of the
451            commission's approved minutes, adopted resolutions, proclamations, commission orders 
452            formal motions, policy directives, and Delegation of Responsibility and Authority to the

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453            Executive Director (General Delegation of Authority). The commission clerk also shall be
454            the  record  holder  of  certificates  of  election  of  port  commissioners,  commission
455            transparency pledges, lists of commissioner assignments to commission committees and
456            external boards and commissions, and secondary copies of commissioner oaths of office,
457            which shall be recorded with the King County recorder's office. 
458 
459        (f)  Port seal. The commission clerk shall be the custodian of the official Seal of the Port of
460            Seattle and shall affix its impression on official instruments whenever required. 
461 
462        (g) Administration of oaths. The commission clerk shall be the ordinary administrator of the
463            oath of office for newly elected port commissioners within the manner required pursuant
464            to RCW 29A.60.280, shall ensure the recording of such oaths with the King County
465            Recorder's Office, and shall provide other notarial services as required in the regular
466            course of business. If the commission clerk is not available to administer the oath of office
467            during the time period required pursuant to RCW 29A.60.280 or other law, another
468            official authorized to administer oaths pursuant to Chapter 5.28 RCW may administer the
469            oath, a copy of which shall be provided to the commission clerk for submission to the
470            recorder's office. The provisions of this section are intended to ensure compliance with
471            legal requirements and do not preclude additional public oath-of-office ceremonies. 
472 
473        (h) Notice of adjournment. When circumstances prevent assembly of a quorum of port
474            commissioners at the scheduled place or time, the commission clerk shall call the
475            scheduled meeting to order exclusively for the purpose of adjourning to another time or
476            location and shall ensure the posting of a notice of adjournment as described elsewhere
477            in these bylaws. 
478 
479        (i)  Public comment. When the public is invited to comment pursuant to the provisions of
480            law or these bylaws, the commission clerk shall assemble a list of speakers. 
481 
482        (j)  Roll-call votes. When a vote by roll call is required pursuant to the rules of order, the
483            commission clerk shall call the roll, announce the result to the presiding officer, and
484            record the votes so cast. The presiding officer shall announce the decision of the
485            commission on any motion. 
486 
487        (k) Parliamentarian. When questions of order arise, the presiding officer may consult the
488            commission clerk may advise the presiding officer at the officer's discretion based on the
489            commission's rules of order and established parliamentary authority. 
490 
491        (l)  Other duties of the clerk. The commission clerk shall perform other duties consistent with
492            the responsibilities of a municipal clerk, as may be required from time to time. 
493 
494        (m) Delegation of duties. The duties of the commission clerk may be performed on a 
495            temporary basis by a deputy commission clerk or suitable delegate, as circumstances
496            require. 
497        (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 
498 

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499 
500    Article IV  Meetings 
501 
502    1.  Public meetings. 
503 
504        (a) All meetings of a quorum of port commissioners shall be open to the public as required
505            by law and these bylaws; provided deliberations may be closed to the public pursuant to
506            the exemptions provided for explicitly in state law and in accordance with the procedures
507            required by statute and these bylaws. 
508 
509        (b) Record of proceedings. A record of all actions of the port commission taken during its
510            public meetings shall be kept by the commission clerk and shall be made available to the
511            public in the form of minutes approved by the port commission. When the commission
512            has approved the minutes of a meeting, the minutes so approved shall represent the sole,
513            final, and considered determination of the commission as to the actions contained
514            therein, superseding all statements made by commissioners at the meeting. Unless
515            prevented by extenuating circumstances, regular meetings shall, and special meetings
516            may, be recorded electronically. 
517 
518        (Res. 3742, 2017) 
519 
520    2.  Quorum. A majority of the persons holding the office of port commissioner at any time shall
521        constitute a quorum of the port commission for the transaction of business. No business of
522        the port commission shall be transacted unless there are in office at least a majority of the
523        full number of commissioners fixed by law. No action defined by statute as the transaction
524        of the official business of a public agency shall occur in the absence of a quorum. In the
525        absence  of  a  quorum,  individual  commissioners  may  participate  in  informational
526        presentations. Such presentations are not deliberations of the Port of Seattle Commission,
527        and comments made by individual commissioners in the absence of a quorum are advisory
528        only and are not binding as on the executive director or staff of the Port of Seattle in the
529        same manner as are actions or decisions of the port commission. In the event a public
530        meeting is interrupted by the loss of a quorum of commissioners, the presiding officer shall
531        announce that the commission meeting has been adjourned or recessed due to the absence
532        of a quorum before continuing with further informational presentations. (Res. 3778, 2,
533        2020; Res. 3742, 2017) 
534 
535    3.  Absences. 
536 
537        (a) The failure of a port commissioner to attend port commission meetings for a period of 60
538            days, unless excused by the commission, shall constitute a vacancy in office as described in
539            RCW 53.12.140. If a port commissioner is absent from port commission meetings in order
540            to attend to other port business, such absences shall be deemed excused. Absences shall
541            be noted in the meeting minutes as either "excused" or "absent." 
542 
543        (b) Remote participation. Commissioners shall attend public meetings of the Port of Seattle
544            Commission in person unless prevented from doing so by extenuating circumstances.

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545            Commissioners who are unable to attend in person may participate in meeting
546            deliberations electronically or by telephone, provided the commissioner can interact in
547            the deliberations and can be heard by the other commissioners and others attending the
548            meeting. Commissioners participating in a meeting remotely shall be counted for
549            purposes of establishing a quorum and shall vote on all matters put for a decision during
550            the meeting. Except in cases of special meetings called to deal with an emergency
551            involving injury or damage to persons or property or the likelihood of such injury or
552            damage as described in RCW 42.30.080, a At least one commissioner shall be physically
553            present to preside over a public meeting when other commissioners are participating
554            electronically or by telephone, except in cases of special meetings called to deal with an
555            emergency involving injury or damage to persons or property or the likelihood of such
556            injury or damage, as described in RCW 42.30.080. 
557 
558        (Res. 3742, 2017) 
559 
560    4.  Regular meetings. 
561 
562        (a) Date, place, and time. Regular meetings of the Port of Seattle Commission shall be held
563            on the second and fourth Tuesdays of every month except August, November, and 
564            December. In August, November, and December, regular meetings shall be held on the
565            second and third Tuesdays. The meeting held on the second Tuesday of the month shall
566            be held at port headquarters at Pier 69, 2711 Alaskan Way, Seattle, Washington. When a
567            r Regular meetings is held on the fourth Tuesday of the month, it shall be held at the
568            conference  center  at  Seattle-Tacoma  International  Airport,  17801  International
569            Boulevard, Seattle, Washington. The meeting held on the third Tuesdays of August,
570            November, and December shall be held at the conference center at Seattle-Tacoma
571            International Airport, 17801 International Boulevard, Seattle, Washington. Regular public
572            meetings shall be convened at 12:00 noon. When an executive session is to be held, the
573            regular meeting may convene at 10:30 a.m. 11:00 a.m. and shall immediately recess to
574            an executive session that shall be closed to the public, after which the public session shall
575            reconvene at 12:00 noon. When a regular meeting falls on a holiday, such regular meeting
576            shall be rescheduled as soon as possible thereafter. Regular public meetings held
577            pursuant to the schedule described in this section shall not require additional publication
578            of notice; however, notice similar to that provided for special meetings may be provided
579            for regular meetings. 
580 
581        (b) Cancellation. Regular or special meetings may be cancelled by authorization of the
582            president or by written request of a majority of the membership of the commission. Such
583            a request shall be provided to the president and the commission clerk at least 25 hours in
584            advance of the scheduled convening time of the meeting to be cancelled. The commission
585            clerk shall issue notice of such cancellations no later than 24 hours in advance of the
586            scheduled convening time pursuant to the same procedures required for notice of special
587            meetings. Meetings requiring cancellation less than 24 hours in advance of the scheduled
588            convening time due to extenuating circumstances shall be convened at the scheduled time
589            and immediately adjourned as otherwise provided for in this section. 
590 

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 13 of 32

591        (Res. 3778, 1, 2020; Res. 3742, 2017) 
592 
593    5.  Order of business for regular meetings. 
594 
595        (a) The order of business for regular meetings shall be as follows, subject to the conditions
596            specified in this section: 
597 
598            Call to Order 
599            Executive Session 
600            Approval of the Agenda 
601            Special Orders of the Day 
602            Executive Director's Report 
603            Committee Reports 
604            Public Comment 
605            Unanimous Consent Agenda Calendar 
606                   Items Removed from the Consent Agenda 
607            Special Orders 
608            Authorizations and Final Actions 
609            Unfinished Business 
610            New Business 
611            Presentations, and Staff Reports, and Staff Briefings 
612            Questions on Referral to Committee and Closing Comments 
613            Adjournment 
614 
615        (b) Call to order. At the time specified by notice or these bylaws, the presiding officer shall call
616            the meeting to order, announce the date, location, and convening time, and announce the
617            presence of those commissioners constituting a quorum. When using the regular order of
618            business, upon establishing a quorum, the presiding officer shall announce any absences
619            and shall lead the commissioners and public assembled in reciting the Pledge of Allegiance
620            to the Flag before continuing with other public business. 
621 
622        (c) Executive session. An executive session closed to the public may be held as described
623            elsewhere in these bylaws for the purposes permitted by state law. When an executive
624            session is held prior to transacting public business pursuant to the procedures in these
625            bylaws, the commission shall reconvene in public session and may again recess into
626            executive session as provided for by law. 
627 
628        (d) Approval of the agenda. Following convening of the public session of a meeting using the
629            regular order of business, the presiding officer shall call for approval of the day's agenda
630            by putting the question for the revision of the proposed agenda. If any commissioner
631            objects to the day's agenda, the commissionershall offer an amendment to add to,
632            remove from, or reorder items on the preliminary agenda. If there are no amendments
633            offered for the day's agenda, the proposed agenda shall be deemed approved without
634            objection. Any commissioner present at the time of approval of the agenda may remove
635            an item from the consent agenda calendar for separate consideration and vote. Removal
636            of an item from the consent agenda calendar by a commissioner shall not require a vote

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 14 of 32

637            of the other commissioners attending the meeting unless the proposal is to remove the
638            item from the day's agenda altogether. Any other amendments to the agenda shall be
639            decided in the order moved, and shall a require a second to be considered, and shall be
640            decided by a vote of a majority of the membership. The approved agenda, including any
641            successful amendments, shall constitute the specific order of the day. Upon approval of
642            the agenda, the proposed motions requesting commission approval or authorization on
643            it the agenda shall be considered filed with the commission clerk and, in the possession
644            of the commission, and these shall not be withdrawn or amended prior to adoption 
645            except by the required a vote of a majority of the membership. Further changes to the
646            approved agenda may be made later in the meeting and shall require a two-thirds vote
647            for consideration. Final actions shall not be added to the agendas of special meetings at
648            the time of approval of the agenda. 
649 
650        (e)  Special Orders of the Day. Items that are ceremonial, or otherwise special in nature.
651             Examples of Specials Orders of the Day include but are not limited to: presentation of
652             proclamations; appointment of officers; appointment of committee members; swearing
653             in  of  newly  elected  commissioners;  stakeholder  engagement  sessions;  policy
654             roundtables; or any actions the commission chooses to take up at a special time on its
655             agenda. 
656 
657        (e) (f) Executive director's report. The executive director may make a brief report and
658            announcements to the commission on matters relevant to commission deliberations
659            prior to consideration of the orders of the day. 
660 
661        (g) Committee Reports.   The Commission Policy  Manager, or designee, may provide
662            committee updates, reports, and recommendations at this time.  Members of the
663            commission may also provide reports of their participation on regional committees at this
664            time, as the need arises. 
665 
666        (f)  (h) Public comment. The commission may accept public comment at a regular or special
667            meeting and shall accept public testimony during public hearings and at other times as
668            required by law. Submission of written comment to the commission shall be encouraged. 
669 
670        (g) (i) Unanimous Cconsent Agenda calendar. Items on the consent agenda calendar shall
671            include routine matters and actions considered by the president to have general 
672            consensus of all commissioners, including approval of the minutes of prior meetings
673            available for commission approval. Resolutions may be included on the consent agenda 
674            calendar for final adoption if they are routine and considered by the president to have
675            general consensus of all commissioners, have already been introduced on a prior day,
676            and do not require a public hearing or amendment. Items on the consent agenda 
677            calendar shall not be subject to discussion or debate and shall be decided by a single vote.
678            Any commissioner present at the time of consideration of approval of the agenda may
679            request removal of an item from the unanimous consent agenda calendar for separate
680            consideration and vote. Items removed from the consent agenda calendar for separate
681            consideration and vote shall be taken up immediately after passage of the consent
682            agenda. The minutes of each meeting will detail items removed from the consent agenda

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 15 of 32

683            under the separate subheading "Items Removed from the Consent Agenda" to show
684            clearly where the items were discussed and the disposition of those items. become special
685            orders for the day and shall be taken up following those items previously scheduled for
686            consideration as special orders. 
687 
688        (h) Special orders. Special orders of business are items designated to be considered at a
689            particular time in the orders of the day. Special orders of business shall be listed on the
690            day's agenda and may include presentationsor recognitions of a ceremonial nature,
691            stakeholder engagement sessions, policy roundtables, public hearings, or any actions the
692            commission chooses to take up at a special time on its agenda. 
693 
694        (j)  Unfinished Business.  Items postponed to a time certain or tabled from a current or
695            previous meeting. 
696 
697        (k) New Business. Consists of subjects which have not previously been considered by the
698            commission and which may require discussion and action. Introduction of commission
699            resolutions and public hearings may also appear under this order of business. 
700 
701        (i)  Authorizations and final actions. Requested authorizations and other final actions
702            requiring a decision by the commission shall be listed on the day's agenda and shall be
703            considered in their regular order. Authorizations and final actions laid on the table may
704            be taken from the table by a vote of a majority of the membership during the same 
705            session or shall become special orders of business at the next regular meeting of the
706            commission or at the meeting specified in the motion to lay on the table.
707 
708        (j)  (l) Presentations, and staff reports, and staff briefings. Presentations  and staff reports
709            that are informational in nature or not requiring immediate final action.  shall be
710            considered. during the order of presentations, reports, and staff briefings. Final action
711            may be taken on such matters by a majority vote of the membership only when all
712            commissioners are present to participate or participating remotely in the meeting. 
713 
714        (k) (m) Questions on referral to committee and closing comments. Matters referred to
715            committees for recommendation in advance of public consideration by the commission
716            may be discharged from committee pursuant to the provisions of Article V. 
717 
718        (l)  (n) Adjournment. Provided there is no further scheduled business to transact, the
719            commission shall adjourn without the need for a motion for adjournment. 
720 
721        (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 
722 
723    6.  Special meetings. 
724 
725        (a) Any meeting held at a time or location other than as described for a regular meeting
726            pursuant to these bylaws constitutes a special meeting of the Port of Seattle Commission.
727            Special meetings may be called at any time by the president or a majority of the
728            membership of port commissioners, provided notice is issued by the commission clerk in

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 16 of 32

729            the manner prescribed by law not later than 24 hours in advance of the convening time
730            of a special meeting. The date, time, and location for convening such meetings shall be
731            described in the notice for the special meeting as required pursuant to Chapter 42.30
732            RCW. The call for a special meeting shall include a description of the business to be
733            transacted during the special meeting and final action shall not be taken on any other
734            matter at such meeting. A special meeting may follow the order of business prescribed
735            for a regular meeting. 
736 
737        (b) Waiver of notice. Written notice issued at least 24 hours in advance of convening a special
738            meeting shall not be required when a special meeting is called to deal with an emergency
739            involving injury or damage to persons or property as described in RCW 42.30.080. The
740            requirement to issue written notice at least 24 hours in advance of convening a special
741            meeting may be dispensed with in the case of any commissioner who files with the
742            commission clerk a written waiver of notice prior to the convening of such meeting. Such
743            written notice may also be dispensed with as to any commissioner who is actually present
744            at the time of convening the special meeting. The written waiver of notice shall include
745            the commissioner's signature or similar authentication and shall state the date, time,
746            location, and description of the business to be transacted at the special meeting. The
747            commission clerk shall provide forms for executing notice waivers. 
748 
749        (c) Notice waiver not submitted. Special meetings called with less than 24 hours' written
750            notice shall comply with all requirements of law and these bylaws. Special meetings
751            called to deal with an emergency involving injury or damage to persons or property as
752            described in RCW 42.30.080 do not require 24 hours' written notice. When any other
753            special meeting is called with less than 24 hours' notice, written notice shall be posted as
754            far ahead of convening the meeting as practicable. In such a case, if any commissioner
755            has not filed a written waiver of notice as prescribed in this section, and such
756            commissioner is not present when the special meeting convenes, the special meeting
757            shall immediately adjourn to a time that is at least 24 hours after the actual time of
758            posting the written notice for the meeting. The procedures for adjourning a special
759            meeting are described further in Section 7 below. 
760 
761        (d) Special meetings called by a quorum of commissioners. When a majority of the
762            membership of the commission calls a special meeting, the commissioners calling the
763            meeting shall notify the president and commission clerk in writing of their intention to
764            convene the special meeting. The written request shall indicate the place and time for 
765            convening the special meeting and a description of the business to be transacted. This
766            information shall be included in the notice for the special meeting pursuant to the notice
767            requirements of law and these bylaws. Final action shall not be taken on any other matter
768            at such meeting. Such a written notification to call a special meeting by a majority of the
769            membership of the commission shall be delivered to the commission clerk at least 25
770            hours three business days prior to the convening time date of such a special meeting. No
771            special meeting called pursuant to the procedures in these bylaws shall commence earlier
772            than 24 hours after the time of posting of the required meeting notice. 
773 
774        (e) Special meetings; community engagement. At least twice every year, the commission

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 17 of 32

775            shall hold special meetings for the purpose of engaging the public in the consideration of
776            matters relevant to the work of the Port of Seattle. The meeting locations, times, and
777            agendas shall be appropriate to the intended participants and shall comply with
778            applicable law and these bylaws. 
779 
780        (Res. 3742, 2017) 
781 
782    7.  Adjournment or continuation of a public meeting. Regular and special meetings may be
783        adjourned or continued pursuant to the notice requirements of Chapter 42.30 RCW. When a
784        meeting is so adjourned and provided members of the public are present at the time of the
785        adjournment or continuation, the presiding officer or the commission clerk shall announce
786        the place and time to which the meeting is to be adjourned or continued. An order of
787        adjournment shall be posted on or near the door of the room where the meeting was
788        adjourned or continued immediately following the announcement of adjournment or
789        continuation. If no members of the public are present at the time the meeting is adjourned
790        or continued, the announcement may be dispensed with and a copy of the order shall be
791        posted as described here. (Res. 3742, 2017) 
792 
793    8.  Executive sessions. 
794 
795        (a) Executive sessions shall be closed to the public pursuant to the limitations imposed by
796            state law, including but not limited to the Open Public Meetings Act, Chapter 42.30 RCW.
797            No final actions shall be taken during an executive session. Executive sessions may be
798            held only during a regular or special meeting of the port commission and may be held at
799            any time following convening of the public meeting in accordance with the procedures
800            required by statute and described in these bylaws. 
801 
802        (b) Recording of executive sessions. Executive sessions shall be recorded electronically, and
803            the general counsel shall be the record holder of the original recordings. Executive
804            sessions held for the purpose of discussing evaluation of qualifications for public
805            employment or review of the performance of a public employee as described in RCW
806            42.30.110(1)(g) shall be exempt from the recording requirements of this section.
807            Executive sessions held to discuss other matters authorized by RCW 42.30.110 may be
808            made exempt from recording by a motion decided in public session prior to convening
809            the executive session. The extent to which the executive session or parts thereof shall be
810            exempt from recording shall be stated in the motion to exempt from recording. Outside
811            counsel annually shall monitor the commission's compliance with Chapter 42.30 RCW  
812            the Open Public Meetings Act  and other laws by reviewing recordings of commission
813            executive sessions on a representative sampling basis. 
814 
815        (c) Recessing to executive session; public present. The following procedure shall apply when
816            an executive session is conducted prior to transacting the other business of a regular or
817            special meeting and when the public is present in the scheduled location of the public
818            meeting. A quorum of port commissioners shall assemble at the location of the executive
819            session. Once the required quorum is present and the published time for convening the
820            regular or special meeting has arrived, the presiding officer and the commission clerk

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 18 of 32

821            shall meet in the scheduled location of the public meeting and the presiding officer shall
822            call the meeting to order. If the required quorum of commissioners is present at the
823            location of the executive session but not immediately present in the scheduled location
824            of the public meeting, the presider shall announce that such a quorum is present. The
825            presiding officer shall announce the number of topics to be discussed in executive session
826            and identify them sufficiently to establish their legal exemption from public deliberation.
827            The announcement shall provide an estimate of the time at which the public session will
828            reconvene, and the public meeting will then immediately stand in recess. The time
829            announced for reconvening the special or regular meeting shall not be earlier than the
830            time otherwise published for commencement of the public session of such a regular or
831            special meeting in accordance with the notice requirements of Chapter 42.30 RCW. 
832 
833        (d) Recessing to executive session; public not present. The following procedure shall apply
834            when an executive session is conducted prior to transacting the other business of a
835            regular or special meeting and when the public is not present in the scheduled location
836            of the public meeting. A quorum of port commissioners shall assemble at the location of
837            the executive session. Once the required quorum is present and the published time for
838            convening the regular or special meeting has arrived, the commission clerk shall notify
839            the presiding officer that there are no members of the public assembled in the scheduled
840            location of the public meeting, and the announcement procedures of subsection (c)
841            above may be dispensed with. Under these circumstances, a notice listing the matters to
842            be discussed in executive session and noting the applicable legal exemptions from public
843            deliberation shall be posted on or near the door of the scheduled location of the public
844            meeting. This notice shall include the time previously published for reconvening of the
845            public session of the regular or special meeting as required under Chapter 42.30 RCW. 
846 
847        (e) Extension of executive session. The following procedure shall apply when an executive
848            session is conducted prior to transacting other public business of a regular or special
849            meeting and the length of the executive session requires extension by more than five
850            minutes. The presiding officer shall return to the public meeting room and announce, or
851            may designate the commission clerk to announce, the extension of the executive session
852            pursuant to the requirements of Chapter 42.30 RCW. The announcement of extension
853            shall include a revised time for reconvening the public session, and a quorum of
854            commissioners shall not reconvene the public session at a time earlier than  so 
855            announced. When an executive session is so extended, a revised notice listing the 
856            updated time for reconvening the public session, the matters to be discussed in executive
857            session, and the applicable legal exemptions from public deliberation shall be posted on
858            or near the door of the scheduled location of the public meeting.The announcement of
859            extension shall be made both within the meeting room and in any common area
860            immediately adjacent to the meeting room where participants may be waiting. 
861 
862        (Res. 3778, 2, 2020; Res. 3742, 2017) 
863 
864    9.  Study Sessions. Study sessions are held for the purpose of close consideration and informal
865        discussion of any matter by commissioners. Study sessions are considered special meetings
866        of the commission, unless otherwise regularly scheduled. These meetings are open to the

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 19 of 32

867        public pursuant to law and these bylaws. Study sessions may be held with or without
868        electronic recording or invitation of public comment, as appropriate to the subject matter.
869        No final actions shall be taken at a meeting described as a study session in its published notice
870        under Chapter 42.30 RCW. (Res. 3778, 1, 2020) 
871 
872    10. Public Hearings. 
873 
874        (a) Public hearings are defined by law and are characterized by an obligation to allow the
875            public to testify on matters that may be legislative or quasi-judicial in nature. Public
876            hearings shall be held when required by law and when required shall be held as part of a
877            regular or special public meeting and shall be included on the meeting agenda. 
878 
879        (b) At the commission's discretion, special opportunities for public comment may be
880            provided, even when a public hearing is not legally required. Such engagement to obtain
881            public comment may be described on a meeting agenda as a "public hearing." 
882 
883        (c) The order for conducting any public hearing on matters requiring final action shall be as
884            follows: 
885 
886            The matter to be considered shall be read into the record. 
887            There may be a staff presentation on the matter and questions of staff by commissioners. 
888            The presiding officer shall open the public hearing. 
889            After receipt of testimony, the presiding officer shall close the public hearing. 
890            The presiding officer shall entertain a motion and second for consideration of the matter. 
891            Following a motion to take action, there may be debate by commissioners. 
892            Once debate has concluded, the commission shall proceed to the vote on final action. 
893 
894        (Res. 3778, 1, 2020) 
895 
896    Article V  Committees 
897 
898    1.  The commission may at any time establish such standing or special committees at any time
899        to aid in as it deems necessary for the transaction of its business. Except as otherwise
900        prescribed in these bylaws,  tThe composition and leadership of committees shall be
901        determined as provided elsewhere in this article by the president. To ensure compliance with
902        Chapter 42.30 RCW and other applicable law related to open public meetings, committees
903        shall include not more than two commissioners and the presence of both commissioners
904        shall be required to establish a quorum for the purpose of conducting the committee's
905        business. Additional committee members may be appointed from among port staff, public
906        stakeholders, or subject matter experts, as appropriate to the committee's scope scope of
907        the work of the particular committee. Non-commissioners on a committee shall not be
908        counted for purposes of establishing a quorum and shall not vote on any question put to the
909        committee. (Res. 3778, 2, 2020; Res. 3742, 2017) 
910 
911    2.  Charter required. Every committee of the port commission shall be established by adoption
912        of a charter informed by the commission's strategic priorities and workplans and that shall

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 20 of 32

913        include the following information: 
914 
915        (a) The name of the committee; 
916 
917        (b) Whether The extent to which meetings of the committee shall be open to the public; 
918 
919        (c) If applicable, a A schedule of regular committee meetings, if applicable; 
920 
921        (d) The scope of the committee's work; 
922 
923        (e) The extent to which the committee is legally authorized to act on behalf of the
924            commission; 
925 
926        (f)  Whether the committee is authorized to hold public hearings or other public engagement
927            activities; 
928 
929        (g) The duration of the committee's work; and 
930 
931        (h) Specific outcomes or recommendations expected of the committee in the conduct of its
932            business. 
933 
934        (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 
935 
936    3.  Committee membership. As noted elsewhere in these bylaws, commissioners shall serve on
937        or chair standing or special committees of the port commission and on external boards and
938        commissions.  Committee  and  external  board  and  commission  assignments  shall  be
939        completed by the end of January each year. When there is not consensus among
940        commissioners, the president shall make the appointment. Assignments to committees of
941        the port commission and external boards and commissions may change during the year, and
942        the commission clerk shall maintain an updated list, noting the dates and the nature of any
943        revisions.  Changes  to  such  assignments  shall  be  made  only  after  consulting  the
944        commissioners affected, and the president shall provide the commission clerk with written
945        notice of any changes. It is important the commission recognizes the need to rotate
946        participation on its committees among members.  This aides in maintaining diversity in
947        committees and in providing succession and learning opportunities. As such, commissioners 
948        shall not serve more than two consecutive years on the same standing or special committee
949        without at least one year between the next term of service. This lapse in term of service may
950        be waived by majority vote of the commission. 
951         (Res. 3778, 1, 2020; Res. 3742, 2017) 
952 
953    4.  Standing committees. The charter for a standing committee shall be adopted by resolution,
954        and adoption of such resolution shall add such the committee to the list of standing
955        committees included in these bylaws. Standing committees shall conduct their business in
956        meetings open to the public with notice provided pursuant to Chapter 42.30 RCW and the
957        notice requirements of these bylaws. The standing committees of the Port of Seattle
958        Commission are the following: 
959 

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 21 of 32

960        (a) Audit Committee 
961        (b) Aviation Committee 
962        (c) Energy and Sustainability Committee 
963        (d) Equity and Workforce Development Committee 
964        (e) Portwide Arts and Culture Board 
965        (f)  Waterfront and Industrial Lands Committee 
966 
967        (Res. 3778, 1, 2020; Res. 3742, 2017) 
968 
969    5.  Special committees. Special committees are those committees established at any time by the
970        commission which that have a limited purview and limited duration of existence. The charter
971        of a special committee shall be adopted by a commission order formal written motion and
972        shall include the classes of same kind of information specified for inclusion in any prescribed
973        for other committee charters as described in under these bylaws. A special committee legally
974        empowered to act on behalf of the commission, conduct hearings, or take testimony or
975        public comment shall conduct its business in meetings duly noticed and open to the public.
976        Special committees need not meet in public session when their membership is less than a
977        quorum of commissioners and they are not legally authorized to act on behalf of the
978        commission as described above. (Res. 3778, 1, 2020; Res. 3742, 2017) 
979 
980    6.  Referral to committee. Topics that involve establishment or revision of policy directives or
981        governance structures shall be referred to a committee of appropriate purview for
982        recommendations on action by the commission. Other matters may be referred to
983        appropriate committees at the discretion of the commission by public action. If there is no
984        standing or special committee of appropriate purview constituted for the particular policy 
985        matter, one shall be constituted by a charter adopted pursuant to the requirements of these
986        bylaws. Such committee referral shall be made by the president or may be ordered by the
987        commission by public action. Notwithstanding the timeline set in the committee's charter for
988        consideration and recommendation to the commission, the commission may, by a vote of a
989        majority of its membership, discharge a committee from further consideration of a particular 
990        any matter. The motion to so discharge shall refer the matter to a different committee or
991        place it on the agenda for commission consideration at an appropriate time. (Res. 3778, 2,
992        2020; Res. 3742, 2017) 
993 
994    7.  Attendance at committees by additional commissioners. Because the presence of three or
995        more commissioners at any meeting results in the assembly of a quorum of the port
996        commission, commissioners shall refrain from attending committees to which they are not
997        assigned. When circumstances compel attendance of more than two commissioners plan to
998        attend at a meeting of a standing or special committee, the additional commissioner(s)
999        planning to attend shall notify the commission clerk in writing of their intention to attend the
1000        meeting. Notice to the commission clerk shall be provided at least 25 hours three business
1001        days  in advance of the time  date  set for convening the meeting.   If a quorum of
1002        commissioners will be present at a committee meeting, T the commission clerk shall provide
1003        public notice of the meeting as both a committee meeting and a commission meeting with
1004        the agenda limited to the committee's business. No final action of the Port of Seattle
1005        Commission shall be taken at such a committee meeting. where a quorum of commissioners

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 22 of 32

1006        will be present pursuant to the requirements of law and these bylaws. (Res. 3742, 2017) 
1007 
1008    8.  Record of committee proceedings and recommendations. Standing and special committees
1009        shall keep records of actions taken and assigned during their deliberations and of final
1010        recommendations made to the commission. These records shall be prepared by the
1011        committee's staff coordinator and shall be authenticated by the signature of the
1012        committee chair. The commission clerk shall be the record holder for these records and
1013        shall make them available for public review. Final recommendations of standing or special
1014        committees shall be placed on the agenda of a commission public meeting as soon as
1015        practicable and may be discussed by the commission in public session. The charter of a
1016        standing committee may require it to electronically record its deliberations Unless prevented
1017        from doing so by extenuating circumstances, standing committees shall record their
1018        deliberations electronically. (Res. 3778, 1, 2020; Res. 3742, 2017) 
1019 
1020    9.  Workplans and year-end reports. 
1021 
1022        (a) Standing committees shall adopt annual workplans that list the activities or specific,
1023           measurable tasks by which the committee will implement its charter. Annual workplans
1024           shall be presented to the commission in public session, prior to their adoption by a 
1025           standing committee, as close to the beginning of the calendar year as practicable. A year-
1026           end report of standing committees shall be made to the commission detailing committee
1027           recommendations to the Commission and work products produced. 
1028 
1029        (b) Special committees shall adopt workplans as described above, adopted by the port
1030           commission, to execute the scope of the special committee. Because special committees
1031           have limited purview and duration, the scope defined in the committee's charter may be
1032           deemed sufficient so long as it includes objectives and strategies for carrying out the scope
1033           of work. 
1034 
1035        (Res. 3778, 1, 2020) 
1036 
1037 
1038    Article VI  Rules of Order 
1039 
1040    1.  Parliamentary authority. The rules contained in the current edition of Robert's Rules of Order
1041        Newly Revised shall govern the commission in all cases to which they are applicable and in
1042        which they are not inconsistent with these bylaws and any special rules of order the
1043        commission may adopt. (Res. 3742, 2017) 
1044 
1045    2.  Voting. 
1046 
1047        (a) It shall be the responsibility of each commissioner to vote on all questions put for action.
1048           Commissioners may abstain for any stated reason and shall recuse themselves when
1049           appropriate to do so because of the potential of a conflict or potential conflict of interest
1050           or because of an actual conflict of interest. Commissioners shall announce their reasons
1051           for abstaining or recusing themselves from consideration of a matter pursuant to the

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 23 of 32

1052           requirements of these bylaws. Abstentions are neither "yeas" nor "nays" and shall not be
1053           counted as part of the vote of the commission. Commissioners who do not cast a yes or
1054           no vote abstain from the consideration of a matter because of the potential of a conflict
1055           or potential conflict of interest or because of an actual conflict of interest shall be subject
1056           to rules pertaining to recusal described in Article II, Section 5. 
1057 
1058        (b) Motion required. The commission shall transact its business only by motion made by any
1059           commissioner during a public meeting, including the presiding officer, participating in a
1060           public meeting. Motions shall be decided by the vote prescribed by law or these bylaws.
1061           The decision of the commission shall be announced by the presiding officer. Only actions
1062           in the form of a motion adopted by the required vote shall be binding on the executive
1063           director and staff of the Port of Seattle as actions or decisions of the port commission.
1064           Nonprocedural motions shall be submitted in writing for consideration by the commission.
1065           Motions of this kind shall include action requests submitted in a commission agenda
1066           memorandum that are attached to an approved agenda; commission orders as described
1067           in Section 6 of this article; ceremonial proclamations as described in Section 8 of this article;
1068           and amendments to main questions documented on forms provided for that purpose. 
1069 
1070        (c) Motions to be seconded. Motions shall require a second to be considered, unless exempt
1071           from the need for a second by the adopted parliamentary authority or the provisions of
1072           these bylaws. 
1073 
1074        (d) Motions postponed. Main motions and any associated subsidiary motions may be
1075           postponed to a time certain, postponed indefinitely, or may be tabled. Items laid on the
1076           table may be taken from the table during the same session or shall be listed as new
1077           business, or unfinished business as appropriate, at the next regular meeting. 
1078 
1079        (d) (e) Majority vote. In all cases where a majority vote is required for passage of any
1080           question, it shall require an affirmative vote of a majority of the commission's
1081           membership to pass. 
1082 
1083        (e) (f) Voting procedure. A vote by voice shall be sufficient for the passage of any matter,
1084           provided any commissioner may call for a vote by roll call as described in Article III,
1085           Section 8. Votes shall be indicated by "yea" for approval or "nay" for objection. 
1086 
1087         (f) (g) Unanimous consent. The commission may act by unanimous consent when it is the
1088          presiding officer's opinion that there is general approval for it  consensus  among
1089          commissioners. In such cases "yeas" and "nays" need not be called for, provided the
1090           presider calls for objections and no objections are voiced. Actions taken by unanimous
1091           consent are decisions of the commission. The outcome of an action taken by unanimous
1092           consent shall be announced by the presider and shall be recorded in the minutes as taken
1093          "without objection." A single objection to action by unanimous consent shall put the
1094           question to a voice vote, or, if requested by any commissioner, a roll-call vote. 
1095 
1096        (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 
1097 

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 24 of 32

1098    3.  Excusing absences. Those commissioners announced by the presider as excused shall be
1099        deemed excused by unanimous consent of the commissioners present provided there is no
1100        objection. Upon receipt of an objection to a commissioner's status as excused or absent, the
1101        presider may correct his or her previous announcement. If there is a further objection or if 
1102        there is any confusion as to the status as excused or absent, the The commission shall decide
1103        the attendance status if clarification is required. The question shall be presider shall put the
1104        question for approval to record the subject commissioner as excused. (Res. 3778, 2, 2020;
1105        Res. 3742, 2017) 
1106 
1107    4.  Amendment of questions. Once a motion has been made or a requested action filed by virtue
1108        of its inclusion on an approved agenda, it shall be modified only by amendment. Any
1109        commissioner, including the presiding officer, may offer an amendment to a question that is
1110        subject to amendment. Amendments other than simple amendments to procedural motions
1111        shall be offered in writing and their content repeated by the presiding officer prior to taking
1112        a vote on the amendment as a subsidiary question. Amendments filed in writing with the
1113        commission clerk at least 24 hours prior to the convening of the public meeting during which
1114        they are intended to be offered shall require a majority vote of the membership for passage.
1115        Amendments offered less than 24 hours prior to the convening of the public meeting during
1116        which they are intended to be offered shall require a vote of two-thirds of the membership
1117        for passage. Amendments shall be subject to a vote for adoption. An amendment may be
1118        adopted by unanimous consent pursuant to the voting procedures of these bylaws provided
1119        the amendment is submitted in writing. Amendments adopted by unanimous consent shall
1120        be recorded in the minutes as adopted "without objection." Amendments are subsidiary
1121        questions and shall be considered after acceptance of a motion and second on the main
1122        question to which they are attached and shall be decided before the vote on the main
1123        question.  Once a motion has been made and seconded, or a requested action filed by its
1124        inclusion on an approved agenda, it shall be modified prior to adoption only by amendment. 
1125        Any commissioner, including the presiding officer, may offer an amendment to a question
1126        that is subject to amendment.  Amendments shall follow the parliamentary process for
1127        amendments as established by Roberts Rules of Order Newly Revised.  Amendments shall be
1128        filed with the commission clerk at least 24 hours prior to the convening of a public meeting
1129        during which they will be offered for consideration in order to be considered timely filed.
1130        Amendments from the floor shall be written on forms provided at the time of the meeting in
1131        order to establish specificity of the amendment, as provided for in Article VI(2)(b).
1132        (Res. 3778, 1, 2020; Res. 3742, 2017) 
1133 
1134    5.  Resolutions. 
1135 
1136        (a) The port commission shall take action act by resolution for actions that are required by
1137           law to be in resolution form; that repeal or amend actions previously taken by resolution;
1138           that establish or revise policy directives or governance structures; or that are actions of
1139           a legislative character, as defined by law and below. 
1140 
1141        (b) Form of resolutions. Resolutions shall be consecutively numbered and shall include the
1142           following components: 
1143 

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 25 of 32

1144           (i) A title representative of the resolution's intent with reference to all prior resolutions
1145               on the same subject amended or repealed; 
1146 
1147           (ii) A preamble of recitals ("whereas" clauses) stating the rationale for the action to be
1148               taken; 
1149 
1150           (iii) A decision ("resolved") clause similar to the enactment clause of a city ordinance, 
1151               organized into sections as needed and asserting the proposed action; and 
1152 
1153           (iv) A section indicating the date of public adoption with places to affix signatures and the
1154               impression of the port seal. 
1155 
1156           The commission clerk shall maintain a form for drafting of resolutions as approved for
1157           use by legal counsel. 
1158 
1159        (c) Matters of a legislative character. For the purposes of this section, "actions of a legislative
1160           character" shall include interagency agreements requiring the corresponding
1161           governmental entity to adopt the interagency agreement by ordinance or take similar
1162           legislative action. 
1163 
1164        (d) A resolution shall be introduced and adopted by separate votes on the introduction of
1165           the resolution and the adoption of the resolution. No resolution shall be adopted on the
1166           same day upon which it is introduced, except by unanimous consent of all commissioners 
1167           as described in these bylaws. Once a motion for introduction of a resolution has been
1168           made or a resolution has been filed by its inclusion on an approved agenda, it shall be
1169           modified prior to adoption only by amendment. Commissioners may give their consent
1170           to adopt a resolution on the same day it is introduced in person at the meeting during
1171           which final passage of the resolution is sought or, in the case of commissioners absent
1172           from such meeting, by advance written consent. Written consent for a vote on final
1173           passage adoption of a resolution at the same meeting as its first introduction shall include
1174           the resolution number or series of numbers, a brief description of the resolution(s), the
1175           date of the meeting for which such consent is given, and the name and signature or
1176           similar authentication of the commissioner giving consent. Such written consent shall be
1177           included in the record of the meeting for which the written consent concerning the
1178           resolution(s) is granted. 
1179 
1180        (e) The commission clerk shall provide a form for the giving of consent to adoption of a
1181           resolution on the same day it is introduced. 
1182 
1183        (f)  The commission clerk shall maintain records of adopted resolutions as described in these
1184           bylaws. 
1185 
1186        (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 
1187 
1188    6.  Commission Orders Written motions. Motions that are not procedural in nature shall be
1189        submitted in writing for consideration by the commission. Written motions shall include action

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 26 of 32

1190        requests submitted in a commission agenda memorandum and attached to an approved
1191        agenda; ceremonial proclamations as described in Section 8 of this article; and amendments
1192        to main questions documented on forms provided for that purpose. The commission may
1193        adopt formal, written motions known as "commission orders." Commission orders may address
1194        subjects of limited applicability or duration and shall not be used to adopt policy or governance
1195        direction of indefinite duration. Commission orders shall be used to adopt special committee
1196        charters as described in Article V. The commission clerk shall keep a record of adopted
1197        commission orders formal motions of the Port of Seattle Commission, which shall be
1198        sequentially numbered; shall include a brief title and text of the order motion and ; may
1199        include a statement in support of the order motion; and shall be indexed and made available
1200        for public review. (Res. 3778, 1, 2020; Res. 3742, 2017) 
1201 
1202    7.  Proclamations. The commission may from time to time take actions of a ceremonial nature
1203        by proclamation. Adopted proclamations shall be signed by the commission president and
1204        shall have the port seal affixed. (Res. 3742, 2017) 
1205 
1206    8.  Limitation on debate. As a board of less than twelve members, the Port of Seattle
1207        Commission may allow any commissioner to speak multiple times on any subject under
1208        consideration. Before a commissioner speaks twice on the same subject, the other
1209        commissioners shall have an opportunity to speak on that subject in turn. A motion to limit
1210        debate may be made. The motion shall stipulate the amount of time to which commissioner
1211        comment will be limited and requires a two-thirds vote for passage. (Res. 3742, 2017) 
1212 
1213    9.  Order and decorum. The presiding officer shall be responsible for maintaining order and
1214        decorum during public meetings. Commissioners shall address motions and procedural
1215        inquiries to the presiding officer and may address staff and guest presenters directly during
1216        consideration of a particular any matter, provided they have been recognized by the presider 
1217        presiding officer. All persons speaking during consideration of any matter, including
1218        commissioners, staff, and members of the public, shall limit remarks to the matter at hand
1219        and shall refrain from, avoiding personalities reference to personal traits vulgarity, insults,
1220        inflammatory language, threats, abusive or harassing behavior including but not limited to
1221        obscene language and gestures, and other nongermane comments and actions not germane
1222        to the discussion of the matter at hand. During a public meeting or hearing, commissioners
1223        shall refrain from engaging in dialog with speakers offering public comment but may request
1224        further  information  or  consultation  from  the  presiding  officer  or  appropriate  staff
1225        representative on a topic raised during comment. (Res. 3778, 1, 2020; Res. 3742, 2017) 
1226 
1227    10. Rules governing public comment. 
1228 
1229        (a) Persons wishing to address the commission shall sign up to comment on lists provided by
1230           the commission clerk and shall identify the specific agenda item or subject to be
1231           addressed. Recorded comment and the identity of speakers shall be public records
1232           subject to the disclosure requirements of Chapter 42.56 RCW. The names of speakers
1233           shall be recorded in the minutes of the public meeting. Comments shall relate to the
1234           conduct of port business and are not limited to any particular commission business
1235           meeting agenda. 

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 27 of 32

1236 
1237        (b) Written materials related to spoken public comment presented at the time of a
1238           commission meeting shall be attached to the approved minutes of the meeting. Written
1239           public comment submitted for a commission meeting, in lieu of spoken comment, shall
1240           also be attached to the approved minutes of the meeting and shall be summarized by the
1241           commission clerk inasmuch as possible at the time of the meeting. Correspondence
1242           received outside of the context of a commission agenda and corresponding meeting shall
1243           not be attached to meeting minutes. 
1244 
1245        (b)(c) The time allotted for public oral comment shall be limited to a total of 45 minutes,
1246              unless extended at the commission's discretion. Thepresiding officer may limit the
1247              time allotted to each person, may limit the number of persons speaking on any topic,
1248              may limit the time allotted to any topic, may limit oral comment to those with new
1249              information to present, or may otherwise limit oral comment in the interest of order
1250              and decorum, subject to the will of the commission. 
1251 
1252        (c)(d) Testimony related to a public hearing shall be heard during the corresponding public
1253              hearing, which shall be listed on the day's agenda. The commission may accept further
1254              oral public comment at other times on the agenda as deemed appropriate by consent
1255              of a majority of the membership. 
1256 
1257        (d)(e) Persons providing oral public comment shall approach the podium or testimony table
1258              when recognized by the presiding officer and shall use the microphones provided.
1259              Each speaker shall repeat his or her name for the record, shall identify the agenda item
1260              or subject to be addressed, and shall address remarks to the commission as a body.
1261 
1262        (e)(f) Disruptions of commission public meetings are prohibited. Disruptions include but 
1263              are not limited to the following: 
1264 
1265           (i)  Refusal of a speaker to limit remarks to topics related to the conduct of port business; 
1266 
1267           (ii)  Threats and abusive or harassing behavior including but not limited to obscene
1268               language and gestures; 
1269 
1270          (iii)  (i) Refusal of a speaker to comply with the allotted time set for the individual
1271               speaker's public comment; 
1272 
1273          (iv)  (ii) Outbursts from members of the public who have not been recognized by the
1274               presiding officer for public comment; 
1275 
1276           (v)  (iii) Delaying the orderly conduct or progress of the public comment period, including
1277               interfering with the testimony of others; 
1278 
1279          (vi)  (iv) Directing remarks to the audience; 
1280 
1281         (vii)  (v) Holding or placing of a banner or sign in the commission meeting room in a way

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 28 of 32

1282               that endangers others or obstructs the free flow of persons attending the commission
1283               meeting; 
1284 
1285         (viii)  (vi) Leaving the podium or testimony table to physically approach commissioners or
1286               staff during one's public comment, provided that  speakers may offer written
1287               materials to the commission clerk for distribution before, during, or after their
1288               testimony to commissioners and may approach the commission clerk to ask questions
1289               or for direction; 
1290 
1291          (ix)  (vii) Any behavior that disrupts, disturbs, or otherwise impedes attendance at a
1292               commission public meeting. 
1293 
1294        (g) Warning for disruption. If a meeting is disrupted as provided in this section, the presiding
1295           officer shall warn the speaker that the disruptive conduct is out of order and that further
1296           disruption may result in the speaker's loss of speaking privileges or removal from the
1297           meeting, depending on the severity of the disruption. A second disruption may result in
1298           loss of speaking privileges and, following a second warning, a third disruption may result
1299           in expulsion from the meeting. The presiding officer may use discretion in removing a
1300           speaker, depending on the severity of a disruption. 
1301 
1302        (f)(h) If a meeting is interrupted by a disruption as provided in this section described in these
1303           bylaws so as to render that renders the orderly conduct of the meeting not infeasible, the
1304           presiding officer may recess or adjourn the meeting to another location and order the
1305           room cleared. Recess or adjournment by the presiding officer, at the discretion of the
1306           commission, may recess the meeting or adjourn the meeting to another location shall be 
1307           pursuant to the provisions of Article IV, Section 7, of these bylaws and shall be at the
1308           discretion of the commission may order the meeting room cleared. If a meeting is
1309           adjourned due to a disruption, commissioners and staff shall leave the meeting room
1310           until the meeting is reconvened. 
1311 
1312        (Res. 3778, 1 and 2, 2020; Res. 3742, 2017) 
1313 
1314    11. Questions for which objection requires offering of an amendment. As noted in these bylaws,
1315        the following are motions that are normally decided by unanimous consent and which
1316        require that objection be accompanied by the offering of an amendment to the main
1317        question: 
1318 
1319        (a) Approval of the agenda. The form for the question for approval of the agenda shall be
1320           put as a call for revisions to the preliminary agenda as proposed, followed by a brief
1321           pause. Objection shall take the form of an amendment to add to, remove from, or reorder
1322           items on the preliminary agenda. 
1323 
1324        (b) Excusing absences. The form for excusing absences shall be put as an announcement of
1325           those present, absent, and excused, followed by a brief pause. Objection shall take the
1326           form of an amendment to the presiding officer's announcement. If a vote is taken on
1327           whether to record a commissioner as either excused or absent, the question shall be put

Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 29 of 32

1328           as a request to show the commissioner "excused." 
1329 
1330        (c) Approval of the minutes. Minutes typically shall be included on the unanimous consent
1331           agenda calendar. When removed from the consent  agenda calendar for separate
1332           consideration, the question shall be on approval of the minutes as proposed and 
1333           circulated to commissioners in advance. Objection shall take the form of the offering of
1334           an amendment to correct the record contained in the minutes as proposed. All
1335           commissioners present at the time of the vote to approve the minutes and any
1336           amendments offered to the proposed minutes shall vote on the question put, regardless
1337           of their presence or absence from the meeting for which the subject minutes have been
1338           prepared. 
1339 
1340        (Res. 3742, 2017) 
1341 
1342    12. Questions requiring unanimous consent of all commissioners. As noted elsewhere in these
1343        bylaws, the following motions require unanimous consent of the membership, whether
1344        present or absent, and an objection has the effect of defeating the question: 
1345 
1346        (a) Motion to allow adoption of a resolution on the same day it is introduced, as described
1347           in Article VI, Section 6. 
1348 
1349        (Res. 3742, 2017) 
1350 
1351    13. The waiver of any rule contained in these bylaws shall require either an affirmative vote of
1352        two-thirds of those voting or the vote explicitly stipulated in these bylaws, whichever is more
1353        restrictive. (Res. 3742, 2017) 
1354 
1355    Article VII  Amendment of Bylaws 
1356 
1357    1.  Amendment by resolution. These bylaws may be amended by the commission at any regular
1358        or special meeting by resolution duly adopted. (Res. 3742, 2017) 
1359 
1360    2.  Publication. The commission clerk shall revise the bylaws to reflect amendments made from
1361        time to time, shall record a history of revisions to the bylaws, shall make the bylaws available
1362        for public review, and shall maintain an index to the content of the bylaws. (Res. 3778, 3742,
1363        2017) 
1364 
1365    3.  At least once every three years, the commission shall refer the bylaws to an appropriate
1366        committee for review and recommendation as to any needed for revisions. (Res. 3778, 3742,
1367        2017) 



Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 30 of 32

1368                                           APPENDIX A 
1369                   Typical Forms Called for in the Port of Seattle Commission Bylaws 
1370 
1371 
1372    Form for waiver of written 24-hour public meeting notice: 
1373 
1374           "In accordance with RCW 42.30.080, I waive my right to 24 hours' notice of the
1375           special Port of Seattle Commission meeting of __[date]__, called for the purpose
1376           of  __[subject]__,  and  set  to  convene  at  __[time]__  in  __[location]__  .
1377           Commissioner __[full name]__" 
1378 
1379 
1380    Form for consent to allow introduction and adoption of a resolution on the same day: 
1381 
1382           "MEMORANDUM 
1383 
1384           DATE:     __[date of consent]__ 
1385           TO:       __[Name]__, President, Port of Seattle Commission 
1386           FROM:     __[Name]__, Port of Seattle Commissioner 
1387           SUBJECT:  Written Consent for Introduction and Adoption of Resolution ____ 
1388 
1389           I will be unable to attend the port commission public meeting on __[date]__, to
1390           be held in __[location]__, and will not be present when Resolution ____ is
1391           considered and voted upon by the commission. However, I am familiar with
1392           Resolution ____, which relates to __[subject]__. In accordance with Article VI,
1393           Section 5, of the port commission bylaws, I consent to Resolution ____ being
1394           introduced on __[date]__ and being offered for adoption at the same meeting at
1395           which it is first introduced. Please proceed with consideration of Resolution ____,
1396           and enter this advance written consent in the record of the meeting as required
1397           by the bylaws. 
1398 
1399           __[Commissioner's signature]__" 
1400 
1401 





Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 31 of 32

1402                                        Revision History 
1403 
1404    Month D, 2020           Resolution NNNN added  removed  made revisions to  
1405 
1406    September 10, 2019      Resolution 3761 revised the object statement in Article I and the
1407                             membership description of Article II, Section 1. 
1408 
1409    January 8, 2019          Resolution 3754 removed the automatic succession of the vice
1410                             president to president. 
1411 
1412    January 30, 2018         Resolution 3744 removed the requirement that the vice president be
1413                             the chair of the audit committee (Article III, Section 6) and moved
1414                             provisions relating to oversight and review of the internal audit
1415                             director to Article II, Section 8. 
1416 
1417    December 19, 2017       Resolution 3742 repealed all prior resolutions amending the Port of
1418                             Seattle Commission bylaws. The previous version had been adopted
1419                             August 15, 2017. The December 19, 2017, version reorganized the
1420                             bylaws into seven articles, established Robert's Rules of Order as a
1421                             parliamentary authority, changed the order of business and regular
1422                             meeting  schedule  somewhat,  provided  for  formal  committee
1423                             structures, incorporated rules for order and decorum, and otherwise
1424                             articulated several processes which previously had been left to 
1425                             informal understanding. 
1426 
1427 
1428 
1429 








Resolution No. 3778  Amendment of Commission Bylaws (as introduced October 13, 2020)                    Page 32 of 32

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