COMMISSION
AGENDA MEMORANDUM

Item No.

ACTION ITEM

Date of Meeting

DATE :

January 21, 2025

TO:

Stephen P. Metruck, Executive Director

FROM:

Aaron Pritchard, Commission Chief of Staff
Pete Ramels, General Counsel
Jessica Nadelman, Senior Counsel
Michelle M. Hart, Commission Clerk

8i
January 28, 2025

SUBJECT: Package of Amendments for the Commission Code of Ethics and Corresponding
Amendment to the Governance Committee Charter Scope of Work
Amount of this request:
Total estimated project cost:

n/a
n/a

ACTION REQUESTED
Request Commission adoption of Resolution No. 3833, a resolution of the Port of Seattle
Commission establishing a revised Code of Ethics for Port Commissioners and repealing
Resolution No. 3681, as amended; and making a corresponding amendment to the Commission's
Governance Committee charter scope of work to include jurisdictional review of written
complaints alleging behavioral standards violations of Commissioners when such complaints are
unaccompanied by a formal ethics complaint filing.
EXECUTIVE SUMMARY
Resolution No. 3833 proposes to repeal previously adopted Resolution No. 3681, as amended,
which established a revised Commission Code of Ethics for Port Commissioners in 2013.
Resolution No. 3833 and its Exhibit A (the code of ethics policy directive) aligns the Port
Commission's Code of Ethics more fully with statutory provisions, including for interest in
contracts and conflicts of interest; provides definition, organization, and structure to the code;
provides for advisory opinions to be issued by the Board of Ethics; provides for a standard of
conduct based on respectful interactions of Commissioners and provides a formal process to
review complaints related to alleged violations of Commission behavioral standards and the
Port's Statement of Values; creates a new section addressing remote contracting interests during
service on non-profit boards and duty of loyalty to the Port; and provides transparency and
predictability in the code complaint process.

Template revised January 10, 2019.

COMMISSION AGENDA - Action Item No. 8i
Meeting Date: January 28, 2025

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If adopted, a corresponding amendment to the Commission's Governance Committee Charter is
needed to reflect the committee's jurisdiction granted under the code of ethics to review written
alleged violations of Commission behavioral standards when such complaints are
unaccompanied by a formal ethics complaint filing to the board of ethics or the office of
workplace responsibility.
JUSTIFICATION
The Commission's Code of Ethics has not been reviewed or amended since 2013. The
Commission has expressed its position to incorporate respectful interactions and adherence to
the Port's Statement of Values in its ethical behavioral standards. The resolution, in part,
accomplishes the codification of these standards and provides a mechanism to address
allegations of violations of these standards, whether the question is before the Board of Ethics,
or the Commission's Governance Committee.
Review of the code further identified the need for better alignment of the Code's provisions to
state statute; general document clean-up; and the need for additional structure and timelines to
provide clear guidance for people involved in the complaint process.
Exhibit A, the amended code proposed, has been thoroughly reviewed and has received input
from the Port's legal team; Commission's counsel, the Board of Ethics, and the Commission's
Governance Committee. The Board of Ethics and the Governance Committee have both
recommended the proposal be forwarded to the Commission for its consideration of adoption.
ALTERNATIVES AND IMPLICATIONS CONSIDERED
The Commission could choose to (1) adopt the proposed amendments as presented; (2) amend
the proposed amendments presented; or (3) reject the proposals to amend the Commission Code
of Ethics and corresponding amendment to the Commission's Governance Committee charter,
leaving the code as adopted in 2013.
FINANCIAL IMPLICATIONS
None.
ADDITIONAL BACKGROUND
Sectional Analysis of Changes:
 Sections 1 and 2: General Requirements - aligned with RCW 42.52; added reference to
applicable port employee policies; removed duplicative sections; and reflects ethics
standards provisions adopted into the Commission's Bylaws and Rules of Procedure in
2024.
 Section 2: Conflicts of Interest - aligned with RCW 42.52; removed references to
appearance of impropriety violations because the listed examples were duplicative of
other sections; changed title of "Financial Interest Prohibited" to "Activities Incompatible

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

COMMISSION AGENDA - Action Item No. 8i
Meeting Date: January 28, 2025

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with Public Duties" to align with state law and incorporate wider potential application i.e.
service on non-profit boards.
Section 3: Interests in Contracts - aligned with state law (contracting violations can be
from direct or indirect interests; updated exceptions to align with state law and include
consistent references to immediate family; updated exceptions consistent with
RCW 42.23 (language and $3K statutory amount)).
Section 4: Statement of Financial Affairs - simplified provision to align with Public
Disclosure Commission requirements.
Section 5: Acceptance of Gifts - clarified rules regarding the acceptance of gifts on behalf
of the Port; added exceptions consistent with state law, including adding an exception for
food and beverages.
Section 6: Former Port Commissioners - added language regarding maintaining
confidentiality; and general section clean-up including timelines associated with
provisions.
Section 7: Participation on Non-Profit Boards - created a new section addressing service
on non-profit boards, with service creating a remote interest in contracts. The provision
states that Commissioners do not violate the code when approving membership fees for
non-profits upon which board the commissioner serves during the port budget approval
process. In approving the budget, commissioners shall not advocate for adjustment to
proposed fee amount or membership status for non-profits upon which board the
commissioner serves. Commissioners may express support of policy positions of a nonprofit organization upon which the commissioner serves except when the commission is
considering or approving a contract with the non-profit in which the commissioner has a
remote interest. This section aligns with statutory provisions.
Section 8: Board of Ethics - aligned with current Board of Ethics ('board') practices; added
language to define the board as investigative agency to allow potential use of Public
Records Act exemption 42.56.240(2) for complainants to provide confidentiality when
applicable; provided clarity around submission of complaints to the board (filed by nonemployees) or to the Port's Office of Workplace Responsibility (filed by employees);
provides for notice to parties at the point of complaint intake and throughout the
complaint process; clarifies the screening process to be completed by the board with
assistance of an outside investigator when necessary; specifies timelines to complete the
complaint screening process; timelines to complete investigations; specifies complaint
deliberation processes in-line with Open Public Meeting Act requirements; addresses
corrective action determinations; specifies provisions for the board of ethics to issue
advisory opinions with protections for reliance on these determinations; and if an ethics
complaint is dismissed by the board and its investigation indicates potential violations of
the behavioral standards referenced in Section 9 of the Code, the Board shall refer the
matter to the Governance Committee for further review.
Section 9: Violations of Commission Bylaws and Rules of Procedure Behavior
Commitments - sends written complaints of alleged Commission behavioral standards
and port statement of values violations to the Governance Committee (when such

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

COMMISSION AGENDA - Action Item No. 8i
Meeting Date: January 28, 2025

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allegations are unaccompanied by a formal ethics complaint filing or has been forwarded
by the ethics board).
Section 10 - Definitions - removed definitions where duplicative of state law; added
definitions of admonishment, censure, and reprimand based on judicial code definitions.

ATTACHMENTS TO THIS REQUEST
(1)
(2)
(3)
(4)
(5)

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Draft Resolution No. 3833 with Exhibit A (Revised Ethics Code)
Redline of Draft Resolution No. 3833
Governance Committee Charter Amendment
Board of Ethics' Correspondence
Presentation slides

PREVIOUS COMMISSION ACTIONS OR BRIEFINGS
January 14, 2025 - Introduction of Resolution No. 3833
December 30 - January, 2025 - Commissioner Briefings
November 21, 2024 - Governance Committee Briefing
November 11, 2024 - Board of Ethics Briefing

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