10a. Memo

Introduction of Resolution Amending Bylaws

AGENDA MEMORANDUM                          Item No.          10a 
ACTION ITEM                                Date of Meeting        January 9, 2024 
DATE:      December 18, 2023 
TO:         Stephen P. Metruck, Executive Director 
FROM:     Aaron Pritchard, Commission Chief of Staff 
Michelle M. Hart, MMC, Commission Clerk 
SUBJECT:   2024 Commission Bylaws and Rules of Procedure Amendment Package 
Amount of this request:          Not Applicable 
Total estimated project cost:     Not Applicable 
Request introduction of Resolution No. 3817: a resolution of the Port of Seattle Commission amending
Resolution No. 3778 and prior corresponding enacting and amending resolutions through incorporation,
pertaining to the Commission’s Bylaws and Rules of Procedure.
The Port of Seattle Commission’s Bylaws and Rules of Procedure require a review at least every three
years. The last substantive review was undertaken in 2020.
Legal counsel has reviewed the proposed amendments and these amendments are consistent with
Commission practice and the Commission’s parliamentary authority, Robert’s Rules of Order, Newly
The Commission’s Governance Committee has reviewed the attached bylaws amendment package and
recommended adoption of the proposed resolution making these amendments. 
The Commission, through prior action, has mandated a review of the Commission’s Bylaws and Rules of
Procedure on a three-year cycle. The purpose of the review is to maintain the policy directive in the most
up-to-date form of Commission’s processes and procedures. 
Substantive amendments proposed in Resolution No. 3817 are summarized below. The attached redlined 
document displays the exact wording of all proposed amendments.  Deleted language in the redline 
document is shown in brackets with strike-through text and in caps. L anguage to be added is shown in 
red, bolded text and is underlined.  Technical amendments made to restructure sentences, provide
housekeeping updates,  and clean up superfluous language are  not discussed here due to their
grammatical and clarifying nature; however, they are shown throughout the attachment.

Template revised January 10, 2019.

             COMMISSION AGENDA – Action Item No. 10a                                 Page 2 of 4
Meeting Date: January 9, 2024

Further amendments may be brought forward in 2024 once the project to review the Commission’s Code
of Ethics has completed. That project will restart in 2024.
Sectional Analysis 
List proposed amendments here. 
• Article II – Commissioners, Section (5), Ethical behavior, conflict of interest, recusal procedure.
o   General sentence construction clean-up. 
o   Adds reference to “respectful interactions.” 
o   Adds language that Commissioners shall avoid conflicts of interest and the appearance of
conflicts of interest when performing their duties. 
o   Adds language for Commissioners’ commitment to fostering a safe, healthy, and
respectful work environment. 
o   Adds language for a requirement that Commissioners receive training on the Code of
Ethics for Port Commissioners, the Commission’s Bylaws and Rules of Procedure and the
Port’s Statement of Values within 90 days of being sworn into office for each term they
• Article III - Officers, Section (1). General sentence construction clean-up.
• Article III – Officers, Section (5), Duties of the President, (f) Commission spokesperson.
o   Adds a provision reflecting our existing practice that Commissioner should coordinate
Commission media inquiries with the External Relations Communications Director and the
Commission Chief of Staff.
• Article III – Officers, Section (5), Duties of the President, (g) Signature of instruments.
o   Removes the provision that the Commission President signs on behalf of the Commission
all proclamations and resolutions adopted in public session.  All Commissioners have
historically signed on both proclamations and resolutions. The amendment reflects that
long-standing practice. 
• Article III – Officers, Section (8), Duties of the commission clerk, (e) record holder. Clarifies that
the commission clerk is the record holder and custodian of all Commission governance policies. 
• Article III – Officers, Section (8), Duties of the commission clerk, (e) affixing digital signatures of
o   Adds the process to reflect current practice for affixing digital signatures on adopted
regular and special meeting actions in the form of resolutions and proclamations,
provided required Commissioner signatures are not received in a timely manner. 
• Article IV – Meetings, Section (3) Absences, (b) Remote participation.
o   Removes the requirement that at least one commissioner be physically present to preside
over a public meeting when other commissioners are participating virtually. Statutory
provisions enacted into the Revised Code of Washington post-pandemic provide for fully
virtual participation of members, so long as the physical meeting space is open, available

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

             COMMISSION AGENDA – Action Item No. 10a                                 Page 3 of 4 
Meeting Date: January 9, 2024 
to the public, and the public can listen to the proceedings  (AGO 2017 No. 4; 
RCW 42.30.030; HB1329).
• Article IV – Meetings, Section (4) Regular meetings, (a) Date, place, and time. 
o   Clarifies the current process for cancellation of a regular meeting falling on a holiday. 
• Article IV – Meetings, Section (8) Executive sessions, (b) Recording of executive sessions.
o   Addresses executive session recording requirements. This practice of recording executive
sessions is not a requirement of law and is not common practice in jurisdictions.
• Article IV – Meetings, Section (11) Sponsorship of regular meeting orders, resolutions, policy
directives, and proclamations. 
o   Adds a process for commissioner sponsorship of orders, resolutions, policy directives, and
proclamations. The process proposed is consistent with the requirements of the Open
Public Meetings Act and common practice in jurisdictions who provide for sponsorship of
their legislative actions. 
• Article V – Committees, Section (1). 
o   Provides for an alternate Commissioner to be appointed to temporarily act as a full
committee member, provided a regular committee member is absent from a committee
• Article V – Committees, Section (4), Standing committees. 
o   Updates the name of the Energy and Sustainability Committee to the ‘Sustainability,
Environment, and Climate Committee,’ per previous action of the Commission. 
o   Codifies the Governance Committee of the Commission as a standing committee. 
• Article V – Committees, Section (8) Record of committee proceedings and recommendations. 
o   Removes the provision that ‘committee records of actions’ during committee meetings
be signed by committee chairs.  Committee meetings do not result in a set of formal
minutes for approval, rather, summaries of committee meeting discussions are produced
which do not require signatures. The update reflects actual practice and procedure. 
• Article VI – Rules of Order, Section (7) Proclamations. 
o   Clarifies the ceremonial nature of proclamations.
• Article VI – Rules of Order, Section (8) Limitation on debate. 
o   Recognizes the president/presiding officer’s role in promoting efficient operation of
commission meetings. 
o   Amends the current rule of procedure to allow the president/presiding officer to
implement limitations on debate to ensure efficient and effective debate. 
o   Limitations on debate must be set at the beginning of debate. 
o   Recognizes  the  Commission   Members’  right   to  appeal  the  ruling  of  the
president/presiding officer. 

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

             COMMISSION AGENDA – Action Item No. 10a                                 Page 4 of 4
Meeting Date: January 9, 2024
• Article VI – Rules of Order, Section (10) Rules governing public comment. 
o   Repeals currently written rules governing public comment and recodifies rules to be more
orderly defined.
o   Clarifies that records of public comment, oral or written are public records and subject to
disclosure laws. 
o   Clarifies that written public comments are subject to the same rules as oral public
comment, as applicable. 
o   Clarifies that public comment is heard only during the time specified on a Commission
o   Clarifies and further defines ‘disruptions’ as applicable to the rules governing public
comments for persons attending Commission meetings and those providing public
o   Prohibits the use of public comment for campaign purposes. 
o   Sets forth procedure and notice provisions for disruption of public meetings, including
exclusions from meeting attendance if disruptions persist.
The Commission Clerk, Port General Counsel, and Commission Chief of Staff held meetings with
Commissioners  individually to overview the amendment package prior to the January  9, 2024,
Commission meeting. January 9 is introduction of the resolution. January 23 is currently scheduled for
consideration of adoption. 
Process to Amend Proposed Resolution at Time of Consideration 
The Commission may choose to (1) strike language; (2) add language; (3) strike and amend language -
once the main motion is on the floor.
(1)    Proposed Resolution No. 3817 
(2)    Exhibit A Bylaws and Rules of Procedure redline 
(3)    Presentation slides 
December 4, 2023 – Governance Committee Briefing 

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


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