COMMISSION 
AGENDA MEMORANDUM                        Item No.          8b 
ACTION ITEM                            Date of Meeting      January 23, 2024 

DATE :     January 10, 2024 
TO:        Stephen P. Metruck, Executive Director 
FROM:    Aaron Pritchard, Commission Chief of Staff 
Michelle M. Hart, MMC, Commission Clerk 
SUBJECT:  Adoption of Resolution Establishing the Governance Standing Committee 
Amount of this request:                       $0 
Total estimated project cost:                   $0 

ACTION REQUESTED 
Commission adoption of Resolution No. 3818, adopting a standing committee of the Port of
Seattle Commission, named the ‘Governance Committee.’ 
EXECUTIVE SUMMARY 
The Governance Committee of the Port of Seattle Commission has operated as an informal Ad
Hoc committee for the past three years. This committee meets on an as-needed basis to review,
input, and make recommendations on policy directives related to Commission governance
matters such as the Commission’s Bylaws and Rules of Procedure, the Board of Ethics Code, and
the Delegation of Responsibility and Authority to the Executive Director.
JUSTIFICATION 
As the work of this committee is ongoing, it the recommended that a formal standing committee
charter be adopted, further formalizing the scope and purpose of the committee. 
DETAILS 
• The committee will consist of two Port of Seattle Commissioners – the currently seated
President and the Past President of the Commission. 
• Development and/or review of policy directives created by the Commission directly
related to governance matters of the Commission, Commission transparency, and policy
not otherwise accounted for through the charters of other standing committees. 
• Supporting Commission standing committees in reviewing policies and procedures
related to governance and special rules of procedure. 

Template revised January 10, 2019.

             COMMISSION AGENDA – Action Item No. 8b                                  Page 2 of 2 
Meeting Date: January 23, 2024 
• Review and advise the Commission regarding guidelines for  long-term succession
planning for the Executive Director position, in consultation with the Executive Director
and the Human Resources Director. 
• General oversight and reporting on Governance Committee duties, responsibilities, and
charter. 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
The Commission may choose to keep the Governance Committee Ad Hoc; however, the
Governance Committee has recommended adoption of the attached charter. 
FINANCIAL IMPLICATIONS 
None. 
ATTACHMENTS TO THIS REQUEST 
(1)   Draft Resolution No. 3818 
(2)   Draft Charter 
(3)   Presentation slides 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
December 4, 2023 – Governance Committee Briefing 
January 9, 2024 – Introduction of Resolution 3818 









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