Agenda Item No.: 8i_supp
Meeting Date: January 28, 2025
2025 Revised Commission Code of Ethics
Policy Directive
January 28, 2025
Requested Action
-Adopt Resolution No. 3833 with or without
Amendment to Update the Commission's Code of
Ethics and Governance Committee Charter
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2025 Proposed Revised Commission Code of Ethics
Project Team
Aaron Pritchard, Commission Chief of Staff
Pete Ramels, General Counsel
Jessica Nadelman, Senior Counsel
Michelle M. Hart, Commission Clerk
Elizabeth Black, Deputy General Counsel
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2025 Proposed Revised Commission Code of Ethics
• Last Code Revision - May 2013
• Project Work Started in 2021 and Continued Through
2022
• July 2022 Presentation to Governance Committee
-Discussed Components of 2013 Ethics Code
• Structure of the Document
• Content of the Document
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2025 Proposed Revised Commission Code of Ethics
• Work was Paused in 2023 and Resumed in 2024
• Project Team Reviewed the Entire Code with a Fresh
Perspective Based on Code Construction and Needs
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2025 Proposed Revised Commission Code of Ethics
Work Done To-Date
• Reviewed the Code for Technical Updates; Duplicity;
Consistency with Statute; Process Trigger Points;
Transparency; Confidentiality-Balance; Neutrality/Equity;
and Clarity in Construction of the Document and its Policies
and Procedures
• Feedback on New Draft
- Commission's Counsel; General Counsel; Board of Ethics;
Governance Committee
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2025 Proposed Revised Commission Code of Ethics-
New Draft
• General Alignment with Statute
- Aligns Conflicts of Interests and Interest in Contracts
Provisions with State Law
- Aligns Acceptance of Gifts Provisions with State Statute
• Structures Commission Requirements and Behavioral
Standards - Consistent with Bylaws Revisions
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2025 Proposed Revised Commission Code of Ethics-
New Draft
• Former Port Commissioners - General Section Clean-up
and Added Language Around Maintaining Confidentiality
• Added a New Section 7 Regarding Non-Profit Boards
- Addressing Service on these Boards, with Service Creating a
Remote Interest in Contracts
• Revamped the Board of Ethics Section 8
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2025 Proposed Revised Commission Code of Ethics-
New Draft
• Added Section 9 Related to Written Complaints of Alleged
Violations of Commission Behavioral Standards When Such
Complaints are Unaccompanied by an Ethics Complaint
Filing - to the Governance Committee.
• Removed Definitions Where Duplicative with State Statute
and Added Definitions for Admonishment; Censure; and
Reprimand.
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2025 Proposed Revised Commission Code of Ethics Next Steps
• Introduction of Resolution to Adopt a New Code of Ethics -
Jan. 14, 2025
• Adoption of Resolution to Adopt a New Code of Ethics -
Jan 28, 2025
• Corresponding Bylaws and Governance Committee Charter
Amendments
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Questions and Discussion
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Appendix
SECTIONAL ANALYSIS
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Revised Code of Ethics
• Sectional Analysis
- Preamble
• New
-Has been made succinct, clear, and includes references to
statutes governing the Code and modelled after applicable
sections of RCW 42.52, Ethics in Public Service.
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Revised Code of Ethics
• Sectional Analysis
- Sections 1 and 2 - General Requirements (Consolidated):
• Added reference to applicable Port employee policies
• Aligned language with RCW 42.52, Ethics in Public Service
• Removed duplicative sections
• Added training requirement
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Revised Code of Ethics
• Sectional Analysis
- Section 2 - Conflicts of Interest:
• Aligned language with RCW 42.52, Ethics in Public Service
• Commission legal counsel opines on questions of outside
employment
• Removed references to appearance of impropriety violations
except as to contracts
• Changed title of "Financial Interest Prohibited" to "Activities
Incompatible with Public Duties" to align with state law and
incorporate wider potential application i.e. service on non-profit
boards
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Revised Code of Ethics
• Sectional Analysis
- Section 3 - Interest in Contracts:
• Contracting violations can be from direct or indirect interests
• Updated exceptions to include consistent references to immediate
family
• Updated exceptions consistent with RCW 42.23
• Added termination of leadership position (Commission officers) as
a possible corrective action
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Code of Ethics Rewrite Project
• Sectional Analysis
- Section 4 - Statement of Financial Affairs:
• Simplified to align with PDC requirements
• Removed timeline requirement because already set out in state
law.
- Section 5 - Acceptance of Gifts:
• Aligned with RCW 42.52
• Added exception for food and beverages consistent with state law
• Added tokens of appreciation
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Code of Ethics Rewrite Project
• Sectional Analysis
- Section 6 - Former Port Commissioners:
• Added language re maintaining confidentiality
• Aligned with prohibitions applicable to sitting Commissioners.
- Section 7 - Participation on Non-Profit Boards (New Section):
• Provides guidance and provisions related to participation on non-profit
boards.
• States that service on non-profit boards creates a remote interest in contracts
• Duty of Loyalty Provision - States that no violation exists if engaging in certain
activities on behalf of the port related to the non-profit board upon which a
Commissioner also serves.
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Code of Ethics Rewrite Project
• Sectional Analysis
- Section 8 - Board of Ethics
• 2025 rewrite increases clarity in many areas regarding the complaint
process - including, intake, notices during the process, screening
process, investigation, complaint timelines, confidentiality, provisions
in case of public hearings, board recommendation to the
Commission, and final review and decision of the Commission.
• The rewrite includes authority to the board to issue advisory
opinions.
• Definitions have also been removed if otherwise already defined in
statute and definitions added for final actions of the Commission.
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Code of Ethics Rewrite Project
• Sectional Analysis
- Section 8 - Board of Ethics
• Added language to define the Board as an investigative agency to allow
potential use of Public Records Act exemption 42.56.240(2) for complainants
• Public records act exemption above - names will not be released.
• Provided clarity around submission of complaints to the Board or to Port
Workplace Responsibility (WR) - Complaint Intake Points
• Clarified intake process by the Board for non-employees or by the Office of
Workplace Responsibility for employees
• Notice provided at intake - to respondent Commissioner, Commission COS,
Commission's legal counsel, and Port General Counsel
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Code of Ethics Rewrite Project
• Sectional Analysis
- Section 8 - Board of Ethics
• Clarified screening process to be completed by the Board with assistance of
outside investigator when necessary
• Thirty days to complete screening
• Five days to inform key stakeholders
• One day to inform Commission when screened in
• Port pays Commissioner legal fees
• Investigation by outside investigator - goal to complete in 60 days
• Board deliberates in executive session
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Code of Ethics Rewrite Project
• Sectional Analysis
- Section 8 - Board of Ethics
• Commissioner can exercise right for public meeting or hearing
• Board provides findings, conclusions and corrective action
recommendation in goal of 45 days
• Board's decisions are final if there is a quorum of subject
Commissioners
• Commission decides on corrective action
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Code of Ethics Rewrite Project
• Sectional Analysis
- Section 8 - Board of Ethics
• Board has power to issue advisory opinions. Protection for reliance on
advisory opinion provided.
• Board members removed without hearing
- Section 9 -Complaints of Alleged Violations of Commissioner
Behavioral Standards Not Accompanied by an Ethics Complaint Filing
• Governance committee handles complaints addressing the Port's Statement
of Values and Commission's respect standards
• Board of Ethics will have jurisdiction when accompanied by Code violations
(Section 8)
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Code of Ethics Rewrite Project
• Sectional Analysis
- Section 10 - Definitions
• Definitions removed where duplicative of state law
• Added definitions of admonishment, censure and reprimand based on judicial
code
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