Exhibit A – Resolution No. 3817

Agenda Item: 10a_attach1
Meeting Date: January 9, 2024

PORT of SEATTLE COMMISSION BYLAWS
Amended _________, 2024
Article I – Object
(1) Founded in 1911 by a vote of the people as a special purpose government, the Port of
Seattle’s mission is to promote economic opportunities and quality of life in the region by
advancing trade, travel, commerce, and job creation in an equitable, accountable, and
environmentally responsible manner. (Res. 3761, §1, 2019; Res. 3742, 2017)
(2) These bylaws constitute the rules governing the transaction of business by the duly elected
Port of Seattle Commission. Commissioners shall faithfully, ethically, and transparently
perform all duties of office and shall abide by the principle that public service is a public trust.
It is the goal of these bylaws to outline the transaction of business in a way that appropriately
safeguards the rights of the majority, minority, and individual within the body politic of the
Port of Seattle Commission. (Res. 3742, 2017)
(3) [Repealed by Resolution 3761, September 10, 2019]
Article II – Commissioners
(1) Membership. The Port of Seattle is led by a board of five commissioners elected by King
County voters pursuant to the provisions of Chapter 53.12 RCW. Election and terms of port
commissioners shall be pursuant to applicable law. As elected officials, each commissioner
shall exercise the responsibilities of office and be accountable to the general public, the
citizens of King County, and one another. (Res. 3761, 2019; Res. 3742, 2017)
(2) Collegiality. The commission exercises port powers described by law and governs the Port of
Seattle when a quorum of its membership is assembled in a properly noticed public meeting
and action is taken by the required vote. It is the right of the individual or the minority of
commissioners to dissent from the will of the majority, and it is the right of the majority to
act by whatever vote is needed for passage of a question. Commissioners are independently
elected and have the right to voice personal opinions on matters under consideration or that
are pending final action by the commission. Commissioners have the right to express
opinions that differ from the decision of the majority of the commission, provided that each
commissioner transparently distinguishes his or her individual opinion from the collective
decisions of the commission as a body. (Res. 3778, 2020; Res. 3742, 2017)
(3) Oath of office. Pursuant to the requirements of RCW 29A.60.280, newly elected
commissioners shall take the oath of office required by law during the time period defined
by law. The oath shall be administered by a notary public holding the position of commission
clerk. Another person qualified to administer oaths may administer the oath of office to
newly elected commissioners when compliance with the legally required time period

Exhibit A – Resolution No. 3817

necessitates it. In addition to taking the oath of office required by statute, newly elected
commissioners may take their oaths of office in a public ceremony. Provided such
commissioners have already taken the oath in the manner required by applicable law, any
person may administer the oath during such a ceremony. (Res. 3742, 2017)
(4) Transparency pledge. Annually, prior to the first public meeting of the year, each
commissioner shall execute the following transparency pledge:
As a duly elected Port of Seattle commissioner, I am responsible for ensuring that the
Port of Seattle, a public agency of the state of Washington, conducts its business in the
open in compliance with the state’s Open Public Meetings Act, Chapter 42.30 RCW.
In fulfillment of my duties to the commission as a body, and in recognition of my
responsibilities as an elected official serving the citizens of King County, I give my
personal commitment to fostering and maintaining a culture of accountability and
transparency within the commission, among Port of Seattle employees, and between
the Port of Seattle and the citizens of King County.
Therefore, I affirm my commitment to openly governing the Port of Seattle pursuant to
the Open Public Meetings Act and the state’s Public Records Act (Chapter 42.56 RCW).
As a commissioner, I will support and advance policies and practices that increase the
Port’s openness and accountability and expand citizen access to the port’s decisionmaking consistent with the intent of the Open Public Meetings Act.
Signed this ____ day of ____ , ____ , for the term of January 1 through December 31,
____ . Commissioner ____ (Res. 3742, 2017)
(5) Ethical behavior, conflict of interest, recusal procedure, and respectful interactions.
(a) Commissioners shall uphold the standard of conduct reflected in Code of Ethics for Port
Commissioners, these bylaws, and the Port of Seattle Statement of Values [AND
FURTHER DESCRIBED IN THE PORT OF SEATTLE CODE OF ETHICS AND WORKPLACE
CONDUCT AND THE PORT OF SEATTLE CODE OF ETHICS FOR PORT COMMISSIONERS.
COMMISSIONERS SHALL AVOID CONFLICTS OF INTEREST AND THE APPEARANCE OF
CONFLICTS OF INTEREST WHEN PERFORMING THEIR DUTIES AS PORT COMMISSIONERS.
PROCEDURES RELATED TO ALLEGED MISCONDUCT AND POTENTIAL CONFLICTS OF
INTEREST ARE DESCRIBED IN THE] The Board of Ethics established by the Port of Seattle
Code of Ethics for Port Commissioners has the authority to review potential violations
of these standards in the manner described in the Port of Seattle Code of Ethics for Port
Commissioners. [, IMPLEMENTATION OF WHICH IS ENSURED BY THE COMMISSION’S
OFFICERS AND AN INDEPENDENT BOARD OF ETHICS.]
(b) Commissioners shall avoid conflicts of interest and the appearance of conflicts of
interest when performing their duties as port commissioners. If a potential [OR
ACTUAL] conflict of interest arises, commissioners shall resolve the conflict pursuant to
the requirements of the Code of Ethics for Port Commissioners, including when
necessary, recusing themselves from any consideration and voting upon the issue that

Exhibit A – Resolution No. 3817

creates the conflict. When recusing themselves, commissioners shall announce the
conflict or potential conflict of interest prior to deliberation on the matter subject to
recusal. Unless a recusing commissioner’s presence is required to preserve a quorum, the
commissioner shall leave the meeting room during consideration of business subject to
the conflict and may return upon its completion.
(c) Commissioners are committed to fostering a safe and healthy work environment for
all, guided by the commission’s commitment to treat one another, port staff and others
with respect.
(d) Commissioners shall receive training on the Code of Ethics for Port Commissioners, these
bylaws, and the Port’s Statement of Values within ninety days of being sworn into office
for each term they serve.
(Res. 3778, 2020; Res. 3742, 2017)
(6) Vacancy in office.
(a) A vacancy in the office of port commissioner may occur as provided in Chapter 42.12 RCW
or by the port commissioner’s nonattendance at meetings of the port commission for a
period of 60 days unless the commissioner is excused by the port commission. In the
event a vacancy in the office of port commissioner occurs, such vacancy shall be filled in
accordance with RCW 53.12.140 pursuant to Chapter 42.12 RCW and other applicable
law. The remaining commissioners shall fill the vacancy by appointment no later than 90
days after the creation of the vacancy. When a vacancy is due to resignation, the
commission shall appoint a new commissioner within 90 days of the resignation effective
date.
(b) Solicitation of applications. Within five business days after receiving notice of a vacancy or
the creation of a vacancy, the commission shall solicit applications to fill the vacancy by
issuing a press release and posting a request for applications on the Port of Seattle website.
Applications shall be solicited from citizens in King County interested in being considered for
the appointment. All applications for the appointment shall be submitted to the port
commission by the deadline noted in the commission’s request for applications.
(c) Review and selection of candidates. The commission shall review the applications and
shall obtain background investigations of the applicants. The commission may conduct
interviews in public of the most qualified candidates. The commission shall fill the
vacancy by selecting one candidate by majority vote of its membership in a public
meeting.
(d) Vacancy in office of three or more commissioners. When a majority of the commissioner
positions fixed by law are vacant, the provisions of RCW 42.12.070 and applicable law
shall govern the filling of the vacancies.

Exhibit A – Resolution No. 3817

(e) Appointment until the next election. As provided in Chapter 29A.24 RCW, each person
appointed to serve in the office of commissioner shall serve until a qualified person is
elected at the next election at which a member of the governing body normally would be
elected. The person elected shall take office immediately and serve the remainder of the
unexpired term.
(Res. 3778, 2020; 2020; Res. 3742, 2017)
(7) Outside boards and commissions. Commissioners may serve on external port-related boards
and commissions. No more than two commissioners shall serve on the same external board
or commission at the same time to avoid creating a quorum of commissioners at the
meetings of such board or commission. The commission shall consider the following factors
when determining participation and length of service for commissioners on external boards
and commissions:
a. The membership and office-holding requirements of the external boards in question;
b. The interests of individual commissioners in serving on various external boards; and
c. Whether the port commission is adequately represented on the external boards and
commissions needed to effectively advocate for the interests of the Port of Seattle. (Res.
3778, 2020; Res. 3742, 2017)
(8) All commissioners shall serve at least one, one-year term on the commission’s audit
committee prior to the completion of their fourth year in office. The audit committee
participates directly in the oversight and review of the performance of the internal audit
director in accordance with policy directives related to Port of Seattle salaries and benefits.
In consultation with the audit committee, the audit committee chair shall contribute to the
executive director’s performance review of the internal audit director. (Res. 3752, §1, 2018;
Res. 3744, §1, 2018; Res. 3742, 2017)
(9) Oversight and review of the executive director. As a body, the commission provides oversight
and review of the performance of the executive director in accordance with the executive
director’s employment agreement. (Res. 3742, 2017)
(10) Review of staff reporting to both the commission and the executive director (dual reports).
In addition to oversight of the executive director and direct reports of the office of the
commission, the commission as a body provides input to the executive director in executive
session regarding the performance of those employees who report directly to the executive
director. In particular, the commission as a body provides review of the general counsel and
external relations senior director, who report dually to the commission and the executive
director. (Res. 3752, §1, 2018; Res. 3742, 2017)

Exhibit A – Resolution No. 3817

Article III – Officers
(1) All officers shall serve at the pleasure of the Port of Seattle Commission and shall carry out
the responsibilities described in these bylaws. Commission officers may be censured or
removed from office at any public meeting of the port commission legally convened in
accordance with applicable laws and these bylaws. The Board of Ethics established by the
Port of Seattle Code of Ethics for Port Commissioners has authority to review potential
violations of the standards of conduct for port commissioners set forth in Article II, Section
5(a) of these bylaws. [THE CODE OF ETHICS FOR PORT COMMISSIONERS SHALL IDENTIFY THE
PROCEDURES FOR ADDRESSING COMPLAINTS OF MISCONDUCT, ABUSE OF AUTHOIRTY, AND
NEGLET OF THE DUTIES OF OFFICE BY OFFICERS.]. Censure or removal from office shall
require a vote of the majority of commissioners, as prescribed by applicable law and these
bylaws. (Res. 3778, 2020; Res. 3742, 2017)
(2) Election. At the first public meeting of each calendar year, the commission shall elect a
president, vice president, and secretary. (Res. 3778, 2020; Res. 3754, §2, 2019; Res. 3742,
2017)
(3) Term of office. An officer’s term shall run from the date of election until the end of the
calendar year. (Res. 3742, 2017)
(4) Commission officer vacancy.
(a) When a commission officer resigns or is removed from the office of president, vice
president, or secretary, a commissioner may be selected to serve out the officer’s
uncompleted term and shall so serve until the end of the calendar year. When such
vacancies arise, they may be filled at any regular or special meeting of the commission.
During the temporary absence of any commission officer, the officer next in line shall
assume all prescribed duties of the absent officer in an acting capacity in the following
order of succession, provided that this order of succession does not apply to meetings of
committees composed of fewer than a quorum of the port commission:
(b) In the physical absence of the president, the vice president temporarily shall assume all
prescribed duties of the president under Article III, Section 5.
(c) In the physical absence of the vice president, the secretary temporarily shall assume all
prescribed duties of the vice president under Article III, Section 6.
(d) In the physical absence of both the president and vice president, the secretary temporarily
shall assume all prescribed duties of the president under Article III, Section 5.
(Res. 3778, 2020; Res. 3754, §3, 2019; Res. 3742, 2017)
(5) Duties of the president.

Exhibit A – Resolution No. 3817

(a) Order and decorum. The president shall preside over all public meetings and executive
sessions of the Port of Seattle Commission and shall be responsible for maintaining order
and decorum in accordance with the provisions of these bylaws.
(b) Preliminary agenda. The president shall authorize the formation of the commission’s
preliminary public meeting agenda and shall propose the agenda for commission
approval on the day of the meeting in the appropriate order of business.
(c) Notice of meetings. The president shall authorize the issuance of such legal notices of
public meetings as may be required by law and these bylaws.
(d) Oversight of the office of the commission. In consultation with the commission, the
president shall provide oversight and review of the performance of the commission chief
of staff. The commission chief of staff shall be responsible for the organization and
management of the office of the commission. The commission chief of staff shall consult
with the commission regarding the performance evaluation, hiring, and firing of staff of
the office of the commission.
(e) Oversight of staff reporting to both the commission and the executive director (dual
reports). On behalf of the commission and in concert with the executive director, the
president shall provide oversight to the general counsel and external relations senior
[PUBLIC AFFAIRS] director, who report dually to the commission and the executive
director. The president shall serve as the commission’s primary point of contact to these
positions.
(f) Commission spokesperson. The president shall be the spokesperson for the commission
in expressing views held collectively by the Port of Seattle Commission that have been
established by action taken in public session or that are consistent with the policies,
statements, and actions of the port commission. The president may delegate this role on
a case-by-case basis. The president shall make reasonable efforts to consult with another
commissioner prior to making public statements on behalf of the commission. When the
president expresses his or her own individual opinions, he or she shall refrain from using
the title of commission president. In an effort to keep the president informed in the role
of commission spokesperson, commissioners are requested to forward a courtesy copy
of individual commissioners’ media publications to the president 24 hours prior to
issuance by the member. Members’ media publications shall reflect that views expressed
therein are the sole views of the individual commission member and are not
representative of the views of the Port of Seattle Commission, unless the media
publication is approved and sanctioned by the full commission prior to publication. This
provision does not apply to media publications issued in a personal capacity and not
purported to be written by a member of the port commission in their public capacity.
The External Relations Communications Director coordinates all media inquiries in
order to streamline responses and to avoid multiple responses on the same issue. To
support this role, Commissioners should coordinate media inquiries with the External
Relations Communications Director and the Commission Chief of Staff.

Exhibit A – Resolution No. 3817

(g) Signature of instruments. [ON BEHALF OF THE COMMISSION, THE PRESIDENT SHALL SIGN
ALL PROCLAMATIONS AND RESOLUTIONS ADOPTED IN PUBLIC SESSION.] The president
shall execute all agreements required in the normal course of fulfilling his or her duties.
The president shall sign all official correspondence and other instruments on behalf of
the commission that are consistent with the opinions or policy direction of the
commission established by public action.
(h) Travel Coordination. Port Policy No. AC-2 requires that all domestic travel, as defined by
the policy, be authorized by the Port Commission President. All international travel is
approved by the full commission in an open public meeting.
Domestic travel approval shall be administratively authorized by official notification from
the president of the approval. If changes to travel requests occur, the request shall be
revised by a commissioner and re-submitted to the president for re-approval in advance
of any requested domestic travel. The request for travel shall include the number of
commissioners traveling (if applicable), the port-related reason for travel, and the dates
and destination of travel. Commissioners shall submit requests for domestic travel to
the president for review at least 14 days before the travel departure date, unless
scheduling considerations require submission less than 14 days. Travel to British
Columbia, Canada, is treated as domestic travel for the purposes of this policy.
Approval of international travel shall be authorized by formal action of the commission.
The authorizing commission memorandum shall detail the number of commissioners
traveling (if applicable), the port-related reason for travel, and the dates and destination
of travel. International travel requests shall be submitted to the commission office 21
days in advance of each calendar quarter (January, April, July, October). Travel change
requests for previously approved international travel shall again be put before the full
commission for review and action.
Commissioners not receiving advanced travel authorization for international travel shall
report to the full commission regarding the purpose of their travel, dates of travel,
location of travel, benefit received by the port through the travel, and shall seek majority
approval of the post-travel authorization in order to submit claims for travel expense
reimbursement.
For both domestic and international travel, approving authority shall review travel
requests of commissioners to ensure travel opportunities are equitable to all members
and are consistent with the interests of the Port. An appropriate port employee may be
delegated the responsibility of processing travel reimbursements associated with
domestic and international travel of commissioners.
(i) Coordination of the commission office budget. The chief of staff shall work with
members of the commission to identify member budget priorities and requests. The
president of the commission shall review the commission office budget proposal of the
chief of staff and consult with members of the commission regarding the proposal and
their priorities as needed.

Exhibit A – Resolution No. 3817

(j) Other duties of the president. The president shall perform other duties incidental to the
office of the president, as established from time to time by the commission.
(Res. 3778, 2020; Res. 3742, 2017)
(6) Duties of the vice president.
(a) [Repealed by Resolution 3754, January 8, 2019]
(b) [Repealed by Resolution 3744, January 30, 2018]
(c) As described in Section 4 above, in the physical absence of the president, the vice
president temporarily shall assume all prescribed duties of the president under Article III,
Section 5.
(d) Other duties of the vice president. The vice president shall perform other duties incidental to
the office of the vice president, as established from time to time by the commission.

(Res. 3754, §1, 2019; Res. 3744, §1, 2018; Res. 3742, 2017)
(7) Duties of the secretary.
(a) The secretary shall oversee the recording of official actions of the Port of Seattle
Commission and shall oversee the distribution, retention, and disposition of such records
as described in these bylaws. To carry out this responsibility, the secretary shall
coordinate with the commission clerk. The secretary shall present minutes for approval
to the commission and shall attest to the authenticity of approved minutes by signature.
When the secretary is physically absent, the presiding officer shall so attest.
(b) Other duties of the secretary. The secretary shall perform other duties incidental to the
office of the secretary, as established from time to time by the commission.
(Res. 3778, 2020; Res. 3742, 2017)
(8) Duties of the commission clerk.
(a) A staff position shall perform the duties of the commission clerk. The commission clerk
shall be supervised by the commission chief of staff. The work of the commission clerk
shall support the secretary as the officer responsible for overseeing the recording of
actions of the Port of Seattle Commission.
(b) Legal notices. Subject to authorization of the president, as described in Section 5, the
commission clerk shall ensure the posting, distribution, retention, and disposition of port
commission public meeting notices, as may be required by law and these bylaws.

Exhibit A – Resolution No. 3817

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

Exhibit A – Resolution No. 3817

(i) Public comment. When the public is invited to comment pursuant to the provisions of
law or these bylaws, the commission clerk shall assemble a list of speakers.
(j) Roll-call votes. When a vote by roll call is required pursuant to the rules of order, the
commission clerk shall call the roll, announce the result to the presiding officer, and
record the votes so cast. The presiding officer shall announce the decision of the
commission on any motion.
(k) Parliamentarian. When questions of order arise, the presiding officer may consult the
commission clerk on the commission’s rules of order and established parliamentary
authority.
(l) Other duties of the clerk. The commission clerk shall perform other duties consistent with
the responsibilities of a municipal clerk, as may be required from time to time.
(m) Delegation of duties. The duties of the commission clerk may be performed on a
temporary basis by a deputy commission clerk or suitable delegate, as circumstances
require.
(n) Affixing digital signatures of commissioners. Adopted regular and special meeting
actions in the form of resolutions and proclamations of the commission requiring
signature of commissioners shall be signed within six business days of adoption. The
commission clerk is authorized to affix digital signatures of commissioners if signatures
are not obtained by the sixth business-day, excepting from time to time those actions
that require signing in a more expeditious manner.
(Res. 3778, 2020; Res. 3742, 2017)
Article IV – Meetings
1. Public meetings.
(a) All meetings of a quorum of port commissioners shall be open to the public as required
by law and these bylaws; provided deliberations may be closed to the public pursuant to
the exemptions provided for explicitly in state law and in accordance with the procedures
required by statute and these bylaws.
(b) Record of proceedings. A record of all actions of the port commission taken during its
public meetings shall be kept by the commission clerk and shall be made available to the
public in the form of minutes approved by the port commission. When the commission
has approved the minutes of a meeting, the minutes so approved shall represent the sole,
final, and considered determination of the commission as to the actions contained
therein, superseding all statements made by commissioners at the meeting. Unless
prevented by extenuating circumstances, regular meetings shall, and special meetings
may, be recorded electronically.

Exhibit A – Resolution No. 3817

(Res. 3742, 2017)
2. Quorum. A majority of the persons holding the office of port commissioner at any time shall
constitute a quorum of the port commission for the transaction of business. No business of
the port commission shall be transacted unless there are in office at least a majority of the
full number of commissioners fixed by law. No action defined by statute as the transaction
of the official business of a public agency shall occur in the absence of a quorum. In the
absence of a quorum, individual commissioners may participate in informational
presentations. Such presentations are not deliberations of the Port of Seattle Commission,
and comments made by individual commissioners in the absence of a quorum are advisory
only and are not binding as decisions of the port commission. In the event a public meeting
is interrupted by the loss of a quorum of commissioners, the presiding officer shall announce
that the commission meeting has been adjourned or recessed due to the absence of a
quorum before continuing with further informational presentations.
(Res. 3778, 2020; Res. 3742, 2017)
3. Absences.
(a) The failure of a port commissioner to attend port commission meetings for a period of 60
days, unless excused by the commission, shall constitute a vacancy in office as described in
RCW 53.12.140. If a port commissioner is absent from port commission meetings in order
to attend to other port business, such absences shall be deemed excused. Absences shall
be noted in the meeting minutes as either “excused” or “absent.”
(b) Remote participation. Commissioners shall attend public meetings of the Port of Seattle
Commission in person unless prevented from doing so by extenuating circumstances.
Commissioners who are unable to attend in person may participate in meeting
deliberations electronically or by telephone, provided the commissioner can interact in
the deliberations and can be heard by the other commissioners and others attending the
meeting. Commissioners participating in a meeting remotely shall be counted for
purposes of establishing a quorum and shall vote on all matters put for a decision during
the meeting. [AT LEAST ONE COMMISSIONER SHALL BE PHYSICALLY PRESENT TO PRESIDE
OVER A PUBLIC MEETING WHEN OTHER COMMISSIONERS ARE PARTICIPATING
ELECTRONICALLY OR BY TELEPHONE, EXCEPT IN CASES OF SPECIAL MEETINGS CALLED TO
DEAL WITH AN EMERGENCY INVOLVING INJURY OR DAMAGE TO PERSONS OR PROPERTY
OR THE LIKELIHOOD OF SUCH INJURY OR DAMAGE, AS DESCRIBED IN RCW 42.30.080.]
(Res. 3742, 2017)
4. Regular meetings.
(a) Date, place, and time. Regular meetings of the Port of Seattle Commission shall be held
on the second and fourth Tuesdays of every month except August, November, and
December. In August, November, and December, regular meetings shall be held on the
second and third Tuesdays. The meeting on the second Tuesday of the month shall be

Exhibit A – Resolution No. 3817

held at port headquarters at Pier 69, 2711 Alaskan Way, Seattle, Washington. Regular
meetings on the fourth Tuesday of the month shall be held at the conference center at
Seattle-Tacoma International Airport, 17801 International Boulevard, Seattle,
Washington. The meeting held on the third Tuesdays of August, November, and
December shall be held at the conference center at Seattle-Tacoma International Airport,
17801 International Boulevard, Seattle, Washington. Regular public meetings shall be
convened at 12:00 noon. When an executive session is to be held, the regular meeting
may convene at 10:30 a.m. and shall immediately recess to an executive session that shall
be closed to the public, after which the public session shall reconvene at 12:00 noon.
When a regular meeting falls on a holiday, the regular meeting shall be cancelled [SUCH
REGULAR MEETING] and a special meeting shall be rescheduled as soon as possible
thereafter. Regular public meetings held pursuant to the schedule described in this
section shall not require additional publication of notice; however, notice similar to that
provided for special meetings may be provided for regular meetings.
(b) Cancellation. Regular or special meetings may be cancelled by authorization of the
president or by written request of a majority of the membership of the commission. Such
a request shall be provided to the president and the commission clerk at least 25 hours in
advance of the scheduled convening time of the meeting to be cancelled. The commission
clerk shall issue notice of such cancellations no later than 24 hours in advance of the
scheduled convening time pursuant to the same procedures required for notice of special
meetings. Meetings requiring cancellation less than 24 hours in advance of the scheduled
convening time due to extenuating circumstances shall be convened at the scheduled time
and immediately adjourned as otherwise provided for in this section.
(Res. 3778, 2020; Res. 3742, 2017)
5. Order of business for regular meetings.
(a) The order of business for regular meetings shall be as follows, subject to the conditions
specified in this section:
Call to Order
Executive Session
Approval of the Agenda
Special Orders of the Day
Executive Director’s Report
Committee Reports
Public Comment
Consent Agenda
Items Removed from the Consent Agenda
Unfinished Business
New Business
Presentations and Staff Reports
Questions on Referral to Committee and Closing Comments
Adjournment

Exhibit A – Resolution No. 3817

(b) Call to order. At the time specified by notice or these bylaws, the presiding officer shall call
the meeting to order, announce the date, location, and convening time, and announce the
presence of those commissioners constituting a quorum. When using the regular order of
business, upon establishing a quorum, the presiding officer shall announce any absences
and shall lead the commissioners and public assembled in reciting the Pledge of Allegiance
to the Flag before continuing with other public business.
(c) Executive session. An executive session closed to the public may be held as described
elsewhere in these bylaws for the purposes permitted by state law. When an executive
session is held prior to transacting public business pursuant to the procedures in these
bylaws, the commission shall reconvene in public session and may again recess into
executive session as provided for by law.
(d) Approval of the agenda. Following convening of the public session of a meeting using the
regular order of business, the presiding officer shall call for approval of the agenda by
putting the question for the revision of the proposed agenda. If any commissioner objects
to the day’s agenda, the commissioner shall offer an amendment to add to, remove from,
or reorder items on the preliminary agenda. If there are no amendments offered for the
day’s agenda, the proposed agenda shall be deemed approved without objection. Any
commissioner present at the time of approval of the agenda may remove an item from
the consent agenda for separate consideration and vote. Removal of an item from the
consent agenda shall not require a vote unless the proposal is to remove the item from
the day’s agenda altogether. Any other amendments to the agenda shall be decided in
the order moved, shall a require a second to be considered, and shall be decided by a
vote of a majority of the membership. The approved agenda, including any successful
amendments, shall constitute the specific order of the day. Upon approval of the agenda,
the proposed motions on it shall be considered filed with the commission clerk and, in
the possession of the commission, and these shall not be withdrawn or amended prior to
adoption except by the required vote. Further changes to the approved agenda may be
made later in the meeting and shall require a two-thirds vote. Final actions shall not be
added to the agendas of special meetings at the time of approval of the agenda.
(e) Special Orders of the Day. Items that are ceremonial, or otherwise special in nature.
Examples of Specials Orders of the Day include but are not limited to: presentation of
proclamations; appointment of officers; appointment of committee members; swearing
in of newly elected commissioners; stakeholder engagement sessions; policy
roundtables; or any actions the commission chooses to take up at a special time on its
agenda.
(f) Executive director’s report. The executive director may make a brief report and
announcements to the commission on matters relevant to commission deliberations
prior to consideration of the orders of the day.

Exhibit A – Resolution No. 3817

(g) Committee Reports. The Commission Policy Manager, or designee, may provide
committee updates, reports, and recommendations at this time. Members of the
commission may also provide reports of their participation on regional committees at
this time, as the need arises.
(h) Public comment. The commission may accept public comment at a regular or special
meeting and shall accept public testimony during public hearings and at other times as
required by law. Submission of written comment to the commission shall be encouraged.
(i) Consent Agenda. Items on the consent agenda shall include routine matters and actions
considered by the president to have consensus of all commissioners, including approval
of the minutes. Resolutions may be included on the consent agenda for final adoption if
they are routine and considered by the president to have consensus of all commissioners,
have already been introduced on a prior day, and do not require a public hearing or
amendment. Items on the consent agenda shall not be subject to discussion or debate
and shall be decided by a single vote. Any commissioner present at the time of
consideration of approval of the agenda may request removal of an item from the
consent agenda for separate consideration and vote. Items removed from the consent
agenda shall be taken up immediately after passage of the consent agenda. The minutes
of each meeting will detail items removed from the consent agenda under the separate
subheading “Items Removed from the Consent Agenda” to show clearly where the items
were discussed and the disposition of those items.
(j) Unfinished Business. Items postponed to a time certain or tabled from a current or
previous meeting.
(k) New Business. Consists of subjects which have not previously been considered by the
commission and which may require discussion and action. Introduction of commission
resolutions and public hearings may also appear under this order of business.
(l) Presentations and staff reports. Presentations and staff reports that are informational in
nature or not requiring immediate final action.
(o) Questions on referral to committee and closing comments. Matters referred to
committees for recommendation in advance of public consideration by the commission
may be discharged from committee pursuant to the provisions of Article V.
(n) Adjournment. Provided there is no further scheduled business to transact, the
commission shall adjourn without the need for a motion.
(Res. 3778, 2020; Res. 3742, 2017)

Exhibit A – Resolution No. 3817

6. Special meetings.
(a) Any meeting held at a time or location other than as described for a regular meeting
pursuant to these bylaws constitutes a special meeting of the Port of Seattle Commission.
Special meetings may be called at any time by the president or a majority of the
membership of port commissioners, provided notice is issued by the commission clerk in
the manner prescribed by law not later than 24 hours in advance of the convening time
of a special meeting. The date, time, and location for convening such meetings shall be
described in the notice for the special meeting as required pursuant to Chapter 42.30
RCW. The call for a special meeting shall include a description of the business to be
transacted during the special meeting and final action shall not be taken on any other
matter at such meeting. A special meeting may follow the order of business prescribed
for a regular meeting.
(b) Waiver of notice. Written notice issued at least 24 hours in advance of convening a special
meeting shall not be required when a special meeting is called to deal with an emergency
involving injury or damage to persons or property, or the likelihood of such injury or
damage, as described in RCW 42.30.080. The requirement to issue written notice at least
24 hours in advance of convening a special meeting may be dispensed with in the case of
any commissioner who files with the commission clerk a written waiver of notice prior to
the convening of such meeting. Such written notice may also be dispensed with as to any
commissioner who is actually present at the time of convening the special meeting. The
written waiver of notice shall include the commissioner’s signature or similar
authentication and shall state the date, time, location, and description of the business to
be transacted at the special meeting. The commission clerk shall provide forms for
executing notice waivers.
(c) Notice waiver not submitted. Special meetings called with less than 24 hours’ written
notice shall comply with all requirements of law and these bylaws. Special meetings
called to deal with an emergency involving injury or damage to persons or property, or
the likelihood of such injury or damage, as described in RCW 42.30.080 do not require
24 hours’ written notice. When any other special meeting is called with less than 24
hours’ notice, written notice shall be posted as far ahead of convening the meeting as
practicable. In such a case, if any commissioner has not filed a written waiver of notice as
prescribed in this section, and such commissioner is not present when the special
meeting convenes, the special meeting shall immediately adjourn to a time that is at least
24 hours after the actual time of posting the written notice for the meeting. The
procedures for adjourning a special meeting are described further in Section 7 below.
(d) Special meetings called by a quorum of commissioners. When a majority of the
membership of the commission calls a special meeting, the commissioners calling the
meeting shall notify the president and commission clerk in writing of their intention to
convene the special meeting. The written request shall indicate the place and time for
convening the special meeting and a description of the business to be transacted. This
information shall be included in the notice for the special meeting pursuant to the notice

Exhibit A – Resolution No. 3817

requirements of law and these bylaws. Final action shall not be taken on any other matter
at such meeting. Such a written notification to call a special meeting by a majority of the
membership of the commission shall be delivered to the commission clerk at least three
business days prior to the convening date of such a special meeting. No special meeting
called pursuant to the procedures in these bylaws shall commence earlier than 24 hours
after the time of posting of the required meeting notice.
(e) Special meetings; community engagement. At least twice every year, the commission
shall hold special meetings for the purpose of engaging the public in the consideration of
matters relevant to the work of the Port of Seattle. The meeting locations, times, and
agendas shall be appropriate to the intended participants and shall comply with
applicable law and these bylaws.
(Res. 3742, 2017)
7. Adjournment or continuation of a public meeting. Regular and special meetings may be
adjourned or continued pursuant to the notice requirements of Chapter 42.30 RCW. When a
meeting is so adjourned and provided members of the public are present at the time of the
adjournment or continuation, the presiding officer or the commission clerk shall announce
the place and time to which the meeting is to be adjourned or continued. An order of
adjournment shall be posted on or near the door of the room where the meeting was
adjourned or continued immediately following the announcement of adjournment or
continuation. If no members of the public are present at the time the meeting is adjourned
or continued, the announcement may be dispensed with and a copy of the order shall be
posted as described here. (Res. 3742, 2017)
8. Executive sessions.
(a) Executive sessions shall be closed to the public pursuant to the limitations imposed by
state law, including but not limited to the Open Public Meetings Act, Chapter 42.30 RCW.
No final actions shall be taken during an executive session. Executive sessions may be
held only during a regular or special meeting of the port commission and may be held at
any time following convening of the public meeting in accordance with the procedures
required by statute and described in these bylaws.
(b) [RECORDING OF EXECUTIVE SESSIONS. EXECUTIVE SESSIONS SHALL BE RECORDED
ELECTRONICALLY, AND THE GENERAL COUNSEL SHALL BE THE RECORD HOLDER OF THE
ORIGINAL RECORDINGS. EXECUTIVE SESSIONS HELD FOR THE PURPOSE OF DISCUSSING
EVALUATION OF QUALIFICATIONS FOR PUBLIC EMPLOYMENT OR REVIEW OF THE
PERFORMANCE OF A PUBLIC EMPLOYEE AS DESCRIBED IN RCW 42.30.110(1)(G) SHALL BE
EXEMPT FROM THE RECORDING REQUIREMENTS OF THIS SECTION. EXECUTIVE SESSIONS
HELD TO DISCUSS OTHER MATTERS AUTHORIZED BY RCW 42.30.110 MAY BE MADE
EXEMPT FROM RECORDING BY A MOTION DECIDED IN PUBLIC SESSION PRIOR TO
CONVENING THE EXECUTIVE SESSION. THE EXTENT TO WHICH THE EXECUTIVE SESSION
OR PARTS THEREOF SHALL BE EXEMPT FROM RECORDING SHALL BE STATED IN THE
MOTION TO EXEMPT FROM RECORDING. OUTSIDE COUNSEL ANNUALLY SHALL MONITOR

Exhibit A – Resolution No. 3817

THE COMMISSION’S COMPLIANCE WITH CHAPTER 42.30 RCW – THE OPEN PUBLIC
MEETINGS ACT – AND OTHER LAWS BY REVIEWING RECORDINGS OF COMMISSION
EXECUTIVE SESSIONS ON A REPRESENTATIVE SAMPLING BASIS.]
(c) Recessing to executive session; public present. The following procedure shall apply when
an executive session is conducted prior to transacting other business of a regular or
special meeting and when the public is present in the scheduled location of the public
meeting. A quorum of port commissioners shall assemble at the location of the executive
session. Once the required quorum is present and the published time for convening the
regular or special meeting has arrived, the presiding officer and the commission clerk
shall meet in the scheduled location of the public meeting and the presiding officer shall
call the meeting to order. If the required quorum of commissioners is present at the
location of the executive session but not present in the location of the public meeting,
the presider shall announce that such a quorum is present. The presiding officer shall
announce the number of topics to be discussed in executive session and identify them
sufficiently to establish their legal exemption from public deliberation. The
announcement shall provide an estimate of the time at which the public session will
reconvene, and the public meeting will then immediately stand in recess. The time
announced for reconvening the special or regular meeting shall not be earlier than the
time otherwise published for commencement of the public session of such a regular or
special meeting in accordance with the notice requirements of Chapter 42.30 RCW.
(d) Recessing to executive session; public not present. The following procedure shall apply
when an executive session is conducted prior to transacting other business of a regular
or special meeting and when the public is not present in the scheduled location of the
public meeting. A quorum of port commissioners shall assemble at the location of the
executive session. Once the required quorum is present and the published time for
convening the regular or special meeting has arrived, the commission clerk shall notify
the presiding officer that there are no members of the public assembled in the scheduled
location of the public meeting, and the announcement procedures of subsection (c)
above may be dispensed with. Under these circumstances, a notice listing the matters to
be discussed in executive session and noting the applicable legal exemptions from public
deliberation shall be posted on or near the door of the scheduled location of the public
meeting. This notice shall include the time previously published for reconvening of the
public session of the regular or special meeting as required under Chapter 42.30 RCW.
(e) Extension of executive session. The following procedure shall apply when an executive
session is conducted prior to transacting other public business of a regular or special
meeting and the length of the executive session requires extension by more than five
minutes. The presiding officer shall return to the public meeting room and announce, or
may designate the commission clerk to announce, the extension of the executive session
pursuant to the requirements of Chapter 42.30 RCW. The announcement of extension
shall include a revised time for reconvening the public session, and a quorum of
commissioners shall not reconvene the public session at a time earlier than announced.
The announcement of extension shall be made both within the meeting room and in any
common area immediately adjacent to the meeting room where participants may be

Exhibit A – Resolution No. 3817

waiting.
(Res. 3778, 2020; Res. 3742, 2017)
9. Study Sessions. Study sessions are held for the purpose of close consideration and informal
discussion of any matter by commissioners. Study sessions are considered special meetings
of the commission, unless otherwise regularly scheduled. These meetings are open to the
public pursuant to law and these bylaws. Study sessions may be held with or without
electronic recording or invitation of public comment, as appropriate to the subject matter.
No final actions shall be taken at a meeting described as a study session in its published notice
under Chapter 42.30 RCW. (Res. 3778, 2020)
10. Public Hearings.
(a) Public hearings are defined by law and are characterized by an obligation to allow the
public to testify on matters that may be legislative or quasi-judicial in nature. Public
hearings shall be held when required by law and when required shall be held as part of a
regular or special public meeting and shall be included on the meeting agenda.
(b) At the commission’s discretion, special opportunities for public comment may be
provided, even when a public hearing is not legally required. Such engagement to obtain
public comment may be described on a meeting agenda as a “public hearing.”
(c) The order for conducting any public hearing on matters requiring final action shall be as
follows:
The matter to be considered shall be read into the record.
There may be a staff presentation on the matter and questions of staff by commissioners.
The presiding officer shall open the public hearing.
After receipt of testimony, the presiding officer shall close the public hearing.
The presiding officer shall entertain a motion and second for consideration of the matter.
Following a motion to take action, there may be debate by commissioners.
Once debate has concluded, the commission shall proceed to the vote on final action.
(11) Sponsorship of regular meeting orders, resolutions, policy directives, and proclamations.
(a) A commissioner wishing to sponsor an order, resolution, or policy directive before the
commission for action shall submit a request for sponsorship to the commission clerk
prior to official publication of a regular meeting agenda, and no less than five business
days prior to the meeting. The clerk shall ensure that sponsors’ names are reflected on
finalized records kept for historic preservation.
(b) Sponsorship of an agenda memo is not permitted, as commission memos are generated
by the executive director to the commission and are authorizations of the commission,
not commission directives.

Exhibit A – Resolution No. 3817

(c) A second commissioner may join a first commissioner in sponsorship of an item if they
submit this request for joining sponsorship to the commission clerk prior to the
publication of a regular meeting agenda, and no less than five business days prior to
the meeting. If more than one commissioner timely submits such a request, the first in
time shall join in the sponsorship of the item. After the five business days prior to the
meeting deadline, a commissioner may request their name be added to the
sponsorship of a commission order, resolution, or policy directive at the time of the
meeting. However, a quorum or more of commissioners may not join in sponsorship
of any item until such time as the main motion to approve the item is on the floor and
before the commission for action.
(d) Proclamations of the commission. As noted in Article VI, Section (7), proclamations are
ceremonial, in observance of, and commemorative in nature only. Proclamations are
not intended to provide commission policy directives. Proclamations may also be
sponsored by individual commissioners, as outlined here in this section; however, by
their nature, proclamations are a statement of the entire body.
(Res. 3778, 2020)
Article V – Committees
(1) The commission may establish standing or special committees at any time to aid in the
transaction of its business. The composition and leadership of committees shall be
determined as provided elsewhere in this article. To ensure compliance with Chapter 42.30
RCW and other applicable law related to open public meetings, committees shall include not
more than two commissioners and the presence of both commissioners shall be required to
establish a quorum for the purpose of conducting the committee’s business. Additional
committee members may be appointed from among port staff, public stakeholders, or
subject matter experts, as appropriate to the committee’s scope. Non-commissioners on a
committee shall not be counted for purposes of establishing a quorum and shall not vote on
any question put to the committee. An alternate commissioner may be identified as needed
to attend meetings during times of absence of regular committee members. (Res. 3778,
2020; Res. 3742, 2017)
(2) Charter required. Every committee of the port commission shall be established by adoption
of a charter informed by the commission’s strategic priorities and workplans and which shall
include the following information:
(a) The name of the committee;
(b) The extent to which meetings of the committee shall be open to the public;
(c) A schedule of regular committee meetings, if applicable;
(d) The scope of work;
(e) The extent to which the committee is legally authorized to act on behalf of the
commission;

Exhibit A – Resolution No. 3817

(f) Whether the committee is authorized to hold public hearings or other public engagement
activities;
(g) The duration of the committee’s work; and
(h) Specific outcomes or recommendations expected of the committee in the conduct of its
business.
(Res. 3778, 2020; Res. 3742, 2017)
(3) Committee membership. As noted elsewhere in these bylaws, commissioners shall serve on
or chair standing or special committees of the port commission and on external boards and
commissions. Committee and external board and commission assignments shall be
completed by the end of January each year. When there is not consensus among
commissioners, the president shall make the appointment. Assignments to committees of
the port commission and external boards and commissions may change during the year, and
the commission clerk shall maintain an updated list, noting the dates and the nature of any
revisions. Changes to such assignments shall be made only after consulting the
commissioners affected, and the president shall provide the commission clerk with written
notice of any changes. It is important the commission recognizes the need to rotate
participation on its committees among members. This aides in maintaining diversity in
committees and in providing succession and learning opportunities. As such, commissioners
shall not serve more than two consecutive years on the same standing or special committee
without at least one year between the next term of service. This lapse in term of service may
be waived by majority vote of the commission. (Res. 3778, 2020; Res. 3742, 2017)
(4) Standing committees. The charter for a standing committee shall be adopted by resolution,
and adoption of such resolution shall add the committee to the list of standing committees
included in these bylaws. The standing committees of the Port of Seattle Commission are the
following:
(a) Audit Committee
(b) Aviation Committee
(c) [ENERGY AND SUSTAINABILITY COMMITTEE]
(c) Equity and Workforce Development Committee
(d) Governance Committee
(e) Portwide Arts and Culture Board
(f) Sustainability, Environment, and Climate Committee
(g) Waterfront and Industrial Lands Committee
(Res. 3778, 2020; Res. 3742, 2017)
(5) Special committees. Special committees are those committees established at any time by the
commission that have a limited purview and limited duration. The charter of a special
committee shall be adopted by a commission order and shall include the same kind of

Exhibit A – Resolution No. 3817

information prescribed for other committee charters under these bylaws. A special
committee legally empowered to act on behalf of the commission, conduct hearings, or take
testimony or public comment shall conduct its business in meetings duly noticed and open
to the public. (Res. 3778, 2020; Res. 3742, 2017)
(6) Referral to committee. Topics that involve establishment or revision of policy directives or
governance structures shall be referred to a committee of appropriate purview for
recommendations on action by the commission. Other matters may be referred to
appropriate committees at the discretion of the commission by public action. If there is no
standing or special committee of appropriate purview constituted for the policy matter, one
shall be constituted by a charter adopted pursuant to the requirements of these bylaws. Such
committee referral shall be made by the president or may be ordered by the commission by
public action. Notwithstanding the timeline set in the committee’s charter for consideration
and recommendation to the commission, the commission may, by a vote of a majority of its
membership, discharge a committee from further consideration of any matter. The motion
to so discharge shall refer the matter to a different committee or place it on the agenda for
commission consideration. (Res. 3778, 2020; Res. 3742, 2017)
(7) Attendance at committees by additional commissioners. When more than two
commissioners plan to attend a meeting of a standing or special committee, the additional
commissioner(s) planning to attend shall notify the commission clerk in writing of their
intention to attend the meeting. Notice to the commission clerk shall be provided at least
three business days in advance of the date set for convening the meeting. If a quorum of
commissioners will be present at a committee meeting, the commission clerk shall provide
public notice of the meeting as both a committee meeting and a commission meeting with
the agenda limited to the committee’s business. No final action of the Port of Seattle
Commission shall be taken at such a committee meeting. (Res. 3778, 2020; Res. 3742, 2017)
(8) Record of committee proceedings and recommendations. Standing and special committees
shall keep records of actions taken and assigned during their deliberations and of final
recommendations made to the commission. These records shall be prepared by the
committee’s staff coordinator [AND SHALL BE AUTHENTICATED BY THE SIGNATURE OF THE
COMMITTEE CHAIR]. The commission clerk shall be the record holder for these records and
shall make them available for public review. Final recommendations of standing or special
committees shall be placed on the agenda of a commission public meeting as soon as
practicable and may be discussed by the commission in public session. The charter of a
standing committee may require it to electronically record its deliberations. (Res. 3778, 2020;
Res. 3742, 2017)
(9) Workplans and year-end reports.
(a) Standing committees shall adopt annual workplans that list the activities or specific,
measurable tasks by which the committee will implement its charter. Annual workplans
shall be presented to the commission in public session, prior to their adoption by a
standing committee, as close to the beginning of the calendar year as practicable. A yearend report of standing committees shall be made to the commission detailing committee

Exhibit A – Resolution No. 3817

recommendations to the Commission and work products produced.
(b) Special committees shall adopt workplans as described above, adopted by the port
commission, to execute the scope of the special committee. Because special committees
have limited purview and duration, the scope defined in the committee’s charter may be
deemed sufficient so long as it includes objectives and strategies for carrying out the
scope of work.
(Res. 3778, 2020)
Article VI – Rules of Order
(1) Parliamentary authority. The rules contained in the current edition of Robert's Rules of Order
Newly Revised shall govern the commission in all cases to which they are applicable and in
which they are not inconsistent with these bylaws and any special rules of order the
commission may adopt. (Res. 3742, 2017)
(2) Voting.
(a) It shall be the responsibility of each commissioner to vote on all questions put for action.
Commissioners shall recuse themselves when appropriate because of a conflict of
interest. Commissioners shall announce their reasons for recusing themselves from
consideration of a matter pursuant to the requirements of these bylaws. Commissioners
who do not cast a yes or no vote because of a conflict or potential conflict of interest shall
be subject to rules pertaining to recusal described in Article II, Section 5.
(b) Motion required. The commission shall transact its business only by motion made by any
commissioner during a public meeting, including the presiding officer. Motions shall be
decided by the vote prescribed by law or these bylaws. The decision of the commission
shall be announced by the presiding officer. Only actions in the form of a motion adopted
by the required vote shall be binding decisions of the port commission. Nonprocedural
motions shall be submitted in writing for consideration by the commission. Motions of this
kind shall include action requests submitted in a commission agenda memorandum that
are attached to an approved agenda; commission orders as described in Section 6 of this
article; ceremonial proclamations as described in Section [8] 7 of this article; and
amendments to main questions documented on forms provided for that purpose.
(c) Motions to be seconded. Motions shall require a second to be considered, unless exempt
from the need for a second by the adopted parliamentary authority or the provisions of
these bylaws.
(d) Motions postponed. Main motions and any associated subsidiary motions may be
postponed to a time certain, postponed indefinitely, or may be tabled. Items laid on the
table may be taken from the table during the same session or shall be listed as new
business, or unfinished business as appropriate, at the next regular meeting.

Exhibit A – Resolution No. 3817

(e) Majority vote. In all cases where a majority vote is required for passage of any
question, it shall require an affirmative vote of a majority of the commission’s
membership to pass.
(f) Voting procedure. A vote by voice shall be sufficient for the passage of any matter,
provided any commissioner may call for a vote by roll call as described in Article III,
Section 8. Votes shall be indicated by “[YEA] aye” for approval or “nay” for objection.
(g) Unanimous consent. The commission may act by unanimous consent when it is the
presiding officer’s opinion that there is consensus among commissioners. In such cases
“[YEAS] ayes” and “nays” need not be called for, provided the presider calls for objections
and no objections are voiced. Actions taken by unanimous consent are decisions of the
commission. The outcome of an action taken by unanimous consent shall be announced
by the presider and shall be recorded in the minutes as taken “without objection.” A
single objection to action by unanimous consent shall put the question to a voice vote,
or, if requested by any commissioner, a roll-call vote.
(Res. 3778, 2020; Res. 3742, 2017)
(3) Excusing absences. Those commissioners announced by the presider as excused shall be
deemed excused by unanimous consent of the commissioners present provided there is no
objection. Upon receipt of an objection to a commissioner’s status as excused or absent, the
presider may correct his or her previous announcement. The commission shall decide the
attendance status if clarification is required. The question shall be for approval to record the
subject commissioner as excused. (Res. 3778, 2020; Res. 3742, 2017)
(4) Amendment of questions. Once a motion has been made and seconded, or a requested
action filed by its inclusion on an approved agenda, it shall be modified prior to adoption only
by amendment. Any commissioner, including the presiding officer, may offer an amendment
to a question that is subject to amendment. Amendments shall follow the parliamentary
process for amendments as established by Roberts Rules of Order Newly Revised.
Amendments shall be filed with the commission clerk at least 24 hours prior to the convening
of a public meeting during which they will be offered for consideration in order to be
considered timely filed. Amendments from the floor shall be written on forms provided at
the time of the meeting in order to establish specificity of the amendment, as provided for
in Article VI(2)(b). (Res. 3778, 2020; Res. 3742, 2017)
(5) Resolutions.
(a) The port commission shall act by resolution for actions that are required by law to be in
resolution form; that repeal or amend actions previously taken by resolution; that
establish or revise policy directives or governance structures; or that are actions of a
legislative character, as defined by law and below.

Exhibit A – Resolution No. 3817

(b) Form of resolutions. Resolutions shall be consecutively numbered and shall include the
following components:
(i) A title representative of the resolution’s intent with reference to all prior resolutions
on the same subject amended or repealed;
(ii) A preamble of recitals (“whereas” clauses) stating the rationale for the action to be
taken;
(iii) A decision (“resolved”) clause similar to the enactment clause of a city ordinance,
organized into sections as needed and asserting the proposed action; and
(iv) A section indicating the date of public adoption with places to affix signatures and the
impression of the port seal.
The commission clerk shall maintain a form for drafting of resolutions as approved for
use by legal counsel.
(c) Matters of a legislative character. For the purposes of this section, “actions of a legislative
character” shall include [INTERAGENCY] interlocal agreements requiring the
corresponding governmental entity to adopt the [INTERAGENCY] interlocal agreement
by ordinance or take similar legislative action.
(d) A resolution shall be introduced and adopted by separate votes on the introduction of
the resolution and the adoption of the resolution. No resolution shall be adopted on the
same day upon which it is introduced, except by unanimous consent of all commissioners
as described in these bylaws. Once a motion for introduction of a resolution has been
made or a resolution has been filed by its inclusion on an approved agenda, it shall be
modified prior to adoption only by amendment. Commissioners may give their consent
to adopt a resolution on the same day it is introduced in person at the meeting during
which final passage of the resolution is sought or, in the case of commissioners absent
from such meeting, by advance written consent. Written consent for a vote on adoption
of a resolution at the same meeting as its introduction shall include the resolution
number or series of numbers, a brief description of the resolution(s), the date of the
meeting for which such consent is given, and the name and signature or similar
authentication of the commissioner giving consent. Such written consent shall be
included in the record of the meeting.
(e) The commission clerk shall provide a form for consent to adoption of a resolution on the
same day it is introduced.
(f) The commission clerk shall maintain records of adopted resolutions as described in these
bylaws.
(Res. 3778, 2020; Res. 3742, 2017)

Exhibit A – Resolution No. 3817

(6) Commission Orders. The commission may adopt formal, written motions known as
“commission orders.” Commission orders may address subjects of limited applicability or
duration and shall not be used to adopt policy or governance direction of indefinite duration.
Commission orders shall be used to adopt special committee charters as described in Article V.
The commission clerk shall keep a record of adopted commission orders of the Port of
Seattle, which shall be sequentially numbered; shall include a brief title and text of the order;
may include a statement in support of the order; and shall be indexed and made available
for public review. (Res. 3778, 2020; Res. 3742, 2017)
(7) Proclamations. The commission may take actions of [A CEREMONIAL] ceremony (to persons
given to ceremony or to acts attended by ceremony), observance, and commemorative in
nature by proclamation. Adopted proclamations shall be signed by the commission
[PRESIDENT] and shall have the port seal affixed. (Res. 3742, 2017)
(8) Limitation on debate. As a board of less than twelve members, the Port of Seattle
Commission President, or designated presiding officer, may allow any commissioner to
speak multiple times on any subject under consideration. Before a commissioner speaks
twice on the same subject, the other commissioners shall have an opportunity to speak on
that subject in turn. It is the role of the president, or designated presiding officer, to
promote efficient operation of commission meetings. The presiding officer shall preserve
order and decorum and in the interest of efficiency may impose time limits for testimony
and comment given by the public and members of the commission. Time limits enacted by
the President, or designated presiding officer, must be stated at the beginning of discussion
on any motion or briefing before the Commission. Time limitations enacted later in a
discussion on a motion or briefing before the Commission shall require a majority vote of
the Commission. The presiding officer’s ruling on limitations for debate may be appealed
according to Roberts Rules of Order Newly Revised. [A MOTION TO LIMIT DEBATE MAY BE
MADE. THE MOTION SHALL STIPULATE THE AMOUNT OF TIME TO WHICH COMMISSIONER
COMMENT WILL BE LIMITED AND REQUIRES A TWO-THIRDS VOTE FOR PASSAGE.] (Res. 3742,
2017)
(9) Order and decorum. The presiding officer shall be responsible for maintaining order and
decorum during public meetings. Commissioners shall address motions and procedural
inquiries to the presiding officer and may address staff and guest presenters directly during
consideration of any matter, provided they have been recognized by the presiding officer. All
persons speaking during consideration of any matter, including commissioners, staff, and
members of the public, shall limit remarks to the matter at hand and shall refrain from
reference to personal traits, insults, inflammatory language, threats, abusive or harassing
behavior including but not limited to obscene language and gestures, and other nongermane
comments and actions. During a public meeting or hearing, commissioners shall refrain from
engaging in dialog with speakers offering public comment but may request further
information or consultation from the presiding officer or appropriate staff representative on
a topic raised during comment. (Res. 3778, 2020; Res. 3742, 2017)

Exhibit A – Resolution No. 3817

(10)

Rules governing public comment.
(a) Persons wishing to address the commission shall sign up to provide spoken public
comment on lists provided by the commission clerk and shall identify the specific
agenda item or subject to be addressed. Public comment at commission meetings is
limited to matters on the commission agenda and to the conduct of port business.
Recorded spoken public comment and the identity of speakers shall be public
records subject to the disclosure requirements of Chapter 42.56 RCW. The names of
speakers shall be recorded in the minutes of the public meeting.
(b) Written public comment related to spoken public comment presented at the time
of a commission meeting shall be attached to the approved minutes of the meeting.
Written public comment submitted for a commission meeting, in lieu of spoken
public comment, shall also be attached to the approved minutes of the meeting and
shall be summarized by the commission clerk at the time of the meeting. Written
public comment shall be public records subject to the disclosure requirements of
Chapter 42.56 RCW. Written public comment shall identify the commentor’s name
and the agenda item or other subject related to the conduct of port business to be
addressed, and shall follow the same rules as spoken comment provided for in the
relevant provisions of subsection (f) of this section. Written public comment not in
compliance with these provisions shall not be included as a part of the meeting
record.
(c) The time allotted for public spoken comment shall be limited to a total of 45 minutes,
unless extended at the commission’s discretion. Each speaker shall be limited to two
minutes unless extended by the presiding officer.
(d) Public spoken comment shall be heard only during the time designated for public
comment on the day’s agenda.
(e) Persons providing public spoken comment shall approach the podium or testimony
table when recognized by the presiding officer and shall use the microphone
provided. Each speaker shall repeat their name for the record, and shall identify the
agenda item or other subject related to the conduct of port business to be
addressed. An initial failure to repeat a speakers name or identify the subject of
public comment will not be considered a disruption under subsection (f) if the
speaker immediately does so when reminded by the presiding officer. Public
comment at commission meetings is an opportunity for members of the public to
address the commission and not a dialogue between the commission and the public.
(f) Individuals attending a commission meeting, including those providing spoken
public comment, must not engage in speech or conduct that disrupts, disturbs or

Exhibit A – Resolution No. 3817

otherwise impedes the orderly conduct of any meeting. Disruptions include, but are
not limited to, violations of the following standards:
(1) Individuals may speak out only if they have been recognized by the presiding
officer for spoken public comment.
(2) Individuals may not hold or place a banner or sign in the meeting room in a way
that endangers others or obstructs the free flow of people or the view of others
at the meeting.
(3) Individuals may not intentionally disrupt, disturb or otherwise impede
attendance or participation at a meeting.
(4) Individuals must follow the direction of the presiding officer or security
personnel.
(5) Public comment must be related to agenda items or the conduct of port business.
(6) Public comment must be made to the commission as a body and not to any
individual member except as related to action taken by that member in the
member’s commission capacity.
(7) Spoken public comment must be completed within the allotted time.
(8) An individual’s spoken public comment period may not be used for purposeful
delay, including remaining silent or engaging in other activity without conveying
a discernible message.
(9) Public comment for the purpose of assisting a campaign for election of any
person to any office or for the promotion of or opposition to any ballot
proposition is not allowed except when addressing action being considered or
taken by the port on a ballot proposition.
(10) Spoken public comment cannot be directed to the audience.
(11) Individuals, including those providing spoken public comment, must not engage
in abusive or harassing behavior including, but not limited to, derogatory
remarks based on age, race, color, national origin/ancestry, religion, disability,
pregnancy, sex/gender, sexual orientation, transgender status, marital status
or any other category protected by law; the use of obscene or profane language
and gestures; assaults or other threatening behavior; and sexual misconduct or
sexual harassment.
(12) Individuals, including those providing spoken public comment, may not
physically approach commissioners or staff during the meeting, provided
individuals may provide written public comment before or after the meeting,

Exhibit A – Resolution No. 3817

and in addition, speakers may offer written materials to the commission clerk
for distribution during their testimony to commissioners.
(g) Consequences for disruptions.
(1) Warning process for disruption and loss of speaking privileges.
(i) If a meeting is disrupted, the presiding officer shall warn the individual that
the disruptive conduct is out of order and that further disruption will result
in the speaker’s loss of speaking privileges.
(ii) A second disruption at the same meeting or within 90 days after the first
disruption, will result in loss of speaking privileges. The presiding officer will,
if the individual is providing public comment, direct that the speaker’s
microphone be turned off to end the individual’s comment period, and will
announce that any further disruption by the individual within the next 180
days will be grounds for exclusion from commission meetings.
(2) Exclusion from meetings.
(i) If an individual engages in a disruption within 180 days from losing speaking
privileges, the individual shall lose attendance privileges for the commission
meeting in which the disruption occurs and for 180 days thereafter. The
presiding officer will, if the individual is providing public comment, direct that
the speaker’s microphone be turned off, and will direct that the individual be
removed from the meeting. In addition, the presiding officer shall inform the
individual that they are excluded from attendance at future commission
meetings for a period of 180 days.
(ii)If, during the three years following a 180-day period of exclusion, an
individual engages in another disruption, the presiding officer shall follow the
process in subsection (g)(2)(i) and the individual shall lose attendance
privileges for the commission meeting in which the disruption occurs and for
one year thereafter.
(h) Notice of exclusion. At the commission president’s direction, the commission clerk
or designee shall notify an individual in writing of the specific reasons and length of
the exclusion by mailing the notice to the individual’s last known address, if any.
The notice shall advise that if the person desires to address the commission during
the period of exclusion, they may submit written comment to the commission clerk
by email or by leaving them at the port reception desk, which will be provided to
the commission if the comments follow the rules set forth above in subsection (b)
of this section. If the individual attempts to attend a commission meeting during the
period they are excluded, the commission clerk shall provide the individual with a

Exhibit A – Resolution No. 3817

copy of the written notice of exclusion and the individual shall be removed from the
meeting.
(i) The decision to exclude an individual from spoken public comment or meeting
attendance may be overruled by a majority vote of those commission members in
attendance at the meeting where the exclusion is announced or by a majority vote
of the commissioners at the next regularly scheduled meeting following the
exclusion.
(j) If a meeting is interrupted by a disruption, as provided in this section, that renders
the orderly conduct of the meeting infeasible, the presiding officer may recess or
adjourn the meeting to another location and order the room cleared. If a meeting is
adjourned due to a disruption, commissioners shall leave the meeting room until
the meeting is reconvened.
[(F) DISRUPTIONS OF COMMISSION PUBLIC MEETINGS ARE PROHIBITED. DISRUPTIONS
INCLUDE BUT ARE NOT LIMITED TO THE FOLLOWING:
(I) REFUSAL OF A SPEAKER TO LIMIT REMARKS TO TOPICS RELATED TO THE CONDUCT
OF PORT BUSINESS;
(II) THREATS AND ABUSIVE OR HARASSING BEHAVIOR INCLUDING BUT NOT LIMITED TO
OBSCENE LANGUAGE AND GESTURES;
(III) REFUSAL OF A SPEAKER TO COMPLY WITH THE ALLOTTED TIME SET FOR THE
INDIVIDUAL SPEAKER'S PUBLIC COMMENT;
(IV) OUTBURSTS FROM MEMBERS OF THE PUBLIC WHO HAVE NOT BEEN RECOGNIZED BY
THE PRESIDING OFFICER FOR PUBLIC COMMENT;
(V) DELAYING THE ORDERLY CONDUCT OR PROGRESS OF THE PUBLIC COMMENT PERIOD,
INCLUDING INTERFERING WITH THE TESTIMONY OF OTHERS;
(VI) DIRECTING REMARKS TO THE AUDIENCE;
(VII) HOLDING OR PLACING OF A BANNER OR SIGN IN THE COMMISSION MEETING ROOM
IN A WAY THAT ENDANGERS OTHERS OR OBSTRUCTS THE FREE FLOW OF PERSONS
ATTENDING THE COMMISSION MEETING;
(VIII) LEAVING THE PODIUM OR TESTIMONY TABLE TO PHYSICALLY APPROACH
COMMISSIONERS OR STAFF DURING ONE’S PUBLIC COMMENT, PROVIDED SPEAKERS
MAY OFFER WRITTEN MATERIALS TO THE COMMISSION CLERK FOR DISTRIBUTION
BEFORE, DURING, OR AFTER THEIR TESTIMONY TO COMMISSIONERS AND MAY
APPROACH THE COMMISSION CLERK TO ASK QUESTIONS OR FOR DIRECTION;

Exhibit A – Resolution No. 3817

(IX) ANY BEHAVIOR THAT DISRUPTS, DISTURBS, OR OTHERWISE IMPEDES ATTENDANCE
AT A COMMISSION PUBLIC MEETING.
(G) WARNING FOR DISRUPTION. IF A MEETING IS DISRUPTED AS PROVIDED IN THIS SECTION,
THE PRESIDING OFFICER SHALL WARN THE SPEAKER THAT THE DISRUPTIVE CONDUCT IS
OUT OF ORDER AND THAT FURTHER DISRUPTION MAY RESULT IN THE SPEAKER’S LOSS
OF SPEAKING PRIVILEGES OR REMOVAL FROM THE MEETING, DEPENDING ON THE
SEVERITY OF THE DISRUPTION. A SECOND DISRUPTION MAY RESULT IN LOSS OF
SPEAKING PRIVILEGES AND, FOLLOWING A SECOND WARNING, A THIRD DISRUPTION
MAY RESULT IN EXPULSION FROM THE MEETING. THE PRESIDING OFFICER MAY USE
DISCRETION IN REMOVING A SPEAKER, DEPENDING ON THE SEVERITY OF A DISRUPTION.
(H) IF A MEETING IS INTERRUPTED BY A DISRUPTION AS PROVIDED IN THIS SECTION THAT
RENDERS THE ORDERLY CONDUCT OF THE MEETING INFEASIBLE, THE PRESIDING OFFICER
MAY RECESS OR ADJOURN THE MEETING TO ANOTHER LOCATION AND ORDER THE
ROOM CLEARED. RECESS OR ADJOURNMENT BY THE PRESIDING OFFICER TO ANOTHER
LOCATION SHALL BE PURSUANT TO THE PROVISIONS OF ARTICLE IV, SECTION 7, OF THESE
BYLAWS AND SHALL BE AT THE DISCRETION OF THE COMMISSION. IF A MEETING IS
ADJOURNED DUE TO A DISRUPTION, COMMISSIONERS AND STAFF SHALL LEAVE THE
MEETING ROOM UNTIL THE MEETING IS RECONVENED.]
(Res. 3778, 2020; Res. 3742, 2017)
(11) Questions for which objection requires offering of an amendment. As noted in these
bylaws, the following are motions that are normally decided by unanimous consent and
which require that objection be accompanied by the offering of an amendment to the main
question:
(a) Approval of the agenda. The form for the question for approval of the agenda shall be
put as a call for revisions to the preliminary agenda as proposed, followed by a brief
pause. Objection shall take the form of an amendment to add to, remove from, or reorder
items on the preliminary agenda.
(b) Excusing absences. The form for excusing absences shall be put as an announcement of
those present, absent, and excused, followed by a brief pause. Objection shall take the
form of an amendment to the presiding officer’s announcement. If a vote is taken on
whether to record a commissioner as either excused or absent, the question shall be put
as a request to show the commissioner “excused.”
(c) Approval of the minutes. Minutes typically shall be included on the consent agenda.
When removed from the consent agenda for separate consideration, the question shall
be on approval of the minutes as proposed and circulated to commissioners in advance.
Objection shall take the form of the offering of an amendment to correct the record
contained in the minutes as proposed. All commissioners present at the time of the vote
to approve the minutes and any amendments offered to the proposed minutes shall vote
on the question put, regardless of their presence or absence from the meeting for which

Exhibit A – Resolution No. 3817

the subject minutes have been prepared.
(Res. 3778, 2020; Res. 3742, 2017)
(12) Questions requiring unanimous consent of all commissioners. As noted elsewhere in these
bylaws, the following motions require unanimous consent of the membership, whether
present or absent, and an objection has the effect of defeating the question:
(a) Motion to allow adoption of a resolution on the same day it is introduced, as described
in Article VI, Section 6.
(Res. 3742, 2017)
(13) The waiver of any rule contained in these bylaws shall require either an affirmative vote of
two-thirds of those voting or the vote explicitly stipulated in these bylaws, whichever is
more restrictive. (Res. 3742, 2017)
Article VII – Amendment of Bylaws
(1) Amendment by resolution. These bylaws may be amended by the commission at any regular
or special meeting by resolution duly adopted. (Res. 3742, 2017)
(2) Publication. The commission clerk shall revise the bylaws to reflect amendments, record a
history of revisions to the bylaws, make the bylaws available for public review, and maintain
an index to the content of the bylaws. (Res. 3778, 2020; 3742, 2017)
(3) At least once every three years, the commission shall refer the bylaws to an appropriate
committee for review and recommendation for revisions. (Res. 3778, 2020; 3742, 2017)

Exhibit A – Resolution No. 3817

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

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

Form for consent to allow introduction and adoption of a resolution on the same day:
“MEMORANDUM
DATE:
TO:
FROM:
SUBJECT:

__[date of consent]__
__[Name]__, President, Port of Seattle Commission
__[Name]__, Port of Seattle Commissioner
Written Consent for Introduction and Adoption of Resolution ____

I will be unable to attend the port commission public meeting on __[date]__, to
be held in __[location]__, and will not be present when Resolution ____ is
considered and voted upon by the commission. However, I am familiar with
Resolution ____, which relates to __[subject]__. In accordance with Article VI,
Section 5, of the port commission bylaws, I consent to Resolution ____ being
introduced on __[date]__ and being offered for adoption at the same meeting at
which it is first introduced. Please proceed with consideration of Resolution ____,
and enter this advance written consent in the record of the meeting as required
by the bylaws.
__[Commissioner’s signature]__”

Exhibit A – Resolution No. 3817

Revision History
October 27, 2020

Resolution 3778 revised multiple sections throughout the document.

September 10, 2019

Resolution 3761 revised the object statement in Article I and the
membership description of Article II, Section 1.

January 8, 2019

Resolution 3754 removed the automatic succession of the vice
president to president.

January 30, 2018

Resolution 3744 removed the requirement that the vice president be
the chair of the audit committee (Article III, Section 6) and moved
provisions relating to oversight and review of the internal audit
director to Article II, Section 8.

December 19, 2017

Resolution 3742 repealed all prior resolutions amending the Port of
Seattle Commission bylaws. The previous version had been adopted
August 15, 2017. The December 19, 2017, version reorganized the
bylaws into seven articles, established Robert’s Rules of Order as a
parliamentary authority, changed the order of business and regular
meeting schedule somewhat, provided for formal committee
structures, incorporated rules for order and decorum, and otherwise
articulated several processes which previously had been left to
informal understanding.