Proposed amendments to the bylaws as presented on December 5, 2017 Page 1 of 9
PORT COMMISSION BYLAWS REVISION 1
PROPOSED AMENDMENTS 2
For consideration on First Reading, December 5, 2017 3
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AMENDMENT 1 – proposed by Commissioner Albro 6
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(Revises text in sections 1 and 3 of the Object statement.) 8
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In Article 1, Section 1, delete “The Port of Seattle was chartered by the voters of King County as 10
a port district by special election on September 5, 1911. The Port of Seattle is a special-purpose 11
corporation of the State of Washington that is governed by the Port of Seattle Commission. The 12
Port of Seattle Commission is authorized to perform its responsibilities under Title 53 RCW and 13
is charged with the responsibility to fulfill particular legislatively mandated purposes and 14
objectives.” 15
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And insert in lieu thereof the following: The Port of Seattle was chartered by the voters of King 17
County as a port district by special election on September 5, 1911, as a special-purpose 18
municipal corporation of the State of Washington. The Port of Seattle Commission is vested 19
with all port powers and governs the Port of Seattle in accordance with Title 53 RCW to fulfill 20
particular legislatively mandated purposes and objectives. 21
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And in Article 1, Section 3, delete “Commissioners shall safeguard the mission of the Port of 23
Seattle as a public agency whose primary mission shall be to invest public resources to advance 24
trade and commerce, promote industrial growth, preserve limited maritime and aviation 25
resources of unique value for port uses, stimulate economic development, and create jobs. This 26
mission depends upon the transportation of people and goods by air, water, and land, 27
commitment to environmental stewardship, and collaboration with neighboring communities. 28
It ensures economic vitality and a sustainable quality of life for all of the people of King County 29
and the Puget Sound region.” 30
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And insert in lieu thereof the following: Commissioners shall serve the public and uphold the 32
mission of the Port of Seattle as a public agency to create jobs by advancing trade and 33
commerce, promoting industrial growth, and stimulating economic development.
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Proposed amendments to the bylaws as presented on December 5, 2017 Page 2 of 9
AMENDMENT 2 – proposed by Commissioner Albro 35
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(Revises the text in Article 2, Section 2, Collegiality.) 37
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In Article 2, Section 2, before “governs the Port of Seattle” insert: exercises port powers and 39
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(The amendment in context:) 41
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Collegiality. The commission exercises port powers and governs the Port of 43
Seattle only when a quorum of its membership is assembled in a properly 44
noticed public meeting and action is taken by the required vote. 45
Proposed amendments to the bylaws as presented on December 5, 2017 Page 3 of 9
AMENDMENT 3 – proposed by executive staff 46
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(Creates an option to place actions on the consent calendar if the authorization amounts are 48
between $300,000 and $1 million and construction contract extensions are between 60 and 49
120 days and allows them to be offered in a single action request.) 50
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In Article 4, Section 5(g), after “do not require a public hearing or amendment” insert the 52
following: The consent calendar may include any action for which the requested dollar 53
amount of the authorization lies between the value threshold delegated to the executive 54
director (generally $300,000) and $1,000,000 or for which construction contract time 55
extensions are requested between 60 days and 120 days and staff may submit an agenda 56
memorandum for multiple actions of this kind with a brief description of each action. 57
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(The amendment in context:) 59
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Unanimous consent calendar. Items on the consent calendar shall include 61
routine matters and actions considered by the president to have general 62
consensus of all commissioners, including approval of the minutes of prior 63
meetings available for commission approval. Resolutions may be included on the 64
consent calendar for final adoption if they are routine and considered by the 65
president to have general consensus of all commissioners, have been introduced 66
on a prior day, and do not require a public hearing or amendment. The consent 67
calendar may include any action for which the requested dollar amount of the 68
authorization lies between the value threshold delegated to the executive 69
director (generally $300,000) and $1,000,000 or for which construction contract 70
time extensions are requested between 60 days and 120 days and staff may 71
submit an agenda memorandum for multiple actions of this kind with a brief 72
description of each action. Items on the consent calendar shall not be subject to 73
discussion or debate and shall be decided by a single vote. Any commissioner 74
present at the time of consideration of approval of the agenda may request 75
removal of an item from the unanimous consent calendar for separate 76
consideration and vote. Items removed from the consent calendar for separate 77
consideration and vote shall become special orders for the day and shall be 78
taken up following those items previously scheduled for consideration as special 79
orders. 80
Proposed amendments to the bylaws as presented on December 5, 2017 Page 4 of 9
AMENDMENT 4 – proposed by commission staff 81
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(Articulates a procedure for handling technical aspects of 24-hour meeting notice when waiver 83
of written notice in invoked under RCW 42.30.080.) 84
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In Article 5, Section 6, insert the following new subsection (c): 86
When special meetings are called with less than 24 hours’ notice pursuant to notice waiver 87
under this section, written notice shall be posted as far ahead of convening such a special 88
meeting as practicable through the usual methods required by law and these bylaws. If a 89
special meeting is called with less than 24 hours’ notice, other than to deal with an 90
emergency involving injury or damage to persons or property as described in RCW 42.30.080, 91
and any commissioner has not filed a written waiver of notice as prescribed in this section, 92
and such commissioner is not present when the special meeting convenes, the special meeting 93
shall immediately adjourn to a time that is not less than 24 hours later than the actual time of 94
posting the written notice for such a special meeting. The procedures for adjourning a special 95
meeting shall apply under these circumstances as described by law and these bylaws.
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Proposed amendments to the bylaws as presented on December 5, 2017 Page 5 of 9
AMENDMENT 5 – provided based on comments from Commissioner Gregoire 97
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(Restores the requirement to record executive sessions. This feature was not carried forward 99
into the proposed revised text. Annual monitoring by outside counsel is not proposed at this 100
time.) 101
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In Article 4, Section 8, insert a new subsection (b) as follows and renumber the subsequent 103
subsections: 104
Recording of executive sessions. Executive sessions shall be recorded electronically, and the 105
general counsel shall be the record holder of the original recordings. Executive sessions held 106
for the purpose of discussing evaluation of qualifications for public employment or review of 107
the performance of a public employee as described in RCW 42.30.110(1)(g) shall be exempt 108
from the recording requirements of this section. Executive sessions held to discuss other 109
matters authorized by RCW 42.30.110 may be made exempt from recording by a motion 110
decided prior to convening the executive session pursuant to the voting requirements of these 111
bylaws. The extent to which the executive session or parts thereof shall be exempt from 112
recording shall be stated in the motion, which shall be decided in public session.
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AMENDMENT 6 – proposed by commission staff 114
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(Provides a mechanism to refer policy-related work to a committee, while maintaining the 116
commission’s control over the matters referred.) 117
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In Article 5, insert the following new Section 6: 119
Referral to committee. Topics that involve establishment or revision of policy directives or 120
governance structures shall be referred to a committee of appropriate purview for 121
recommendations on action by the commission. Other matters may be referred to 122
appropriate committees at the discretion of the commission by public action. If there is no 123
standing or special committee of appropriate purview constituted for the particular matter, 124
one shall be constituted by a charter adopted pursuant to the requirements of these bylaws. 125
Such committee referral shall be made by the president, or may be ordered by the commission 126
by public action. Notwithstanding the timeline set in the committee’s charter for 127
consideration and recommendation to the commission, the commission may, by a vote of a 128
majority of its membership, discharge a committee from further consideration of a particular 129
matter. The motion to so discharge shall refer the matter to a different committee or place it 130
on the agenda for commission consideration at an appropriate time. 131
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AMENDMENT 7 – proposed by commission staff 132
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(Documents for transparency an informal opinion-polling process currently in use, though 134
infrequently needed. Adds for clarity when the process is invoked, and adds a process for 135
ratifying public statements by a vote in public session.) 136
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In Article 6, insert the following new Section 3: 138
Informal polling of commissioner opinions. 139
(a) When it is desirable in the opinion of the commission president for the opinion of the 140
port commission to be reported publicly in support or opposition to any position 141
affecting port interests and when circumstances prevent formal public action on a 142
specific position or view, the president, or professional staff acting on behalf of the 143
commission, may conduct an informal poll of commissioners’ individual opinions. 144
Opinions polled in this manner shall not involve meetings of more than two 145
commissioners at a time and shall be characterized transparently in these or similar 146
words when reported publicly: “Although the Port of Seattle Commission has not 147
formally taken a position on … by action in a public session, all commissioners (or a 148
majority of commissioners) have individually expressed the opinion that.…” 149
(b) When a common view of the commission is thus represented, it shall be reported in 150
writing to the commission at its next public meeting as a special order of business. The 151
presiding officer shall put the question in the form of a request for objection to the 152
reported statement. Absent an objection, the collective view expressed shall be 153
considered ratified by unanimous consent and the statement on the matter shall be 154
entered into the record of the public meeting. 155
(c) The question on ratification of an opinion statement reported pursuant to this section 156
shall not be subject to amendment and shall require a unanimous vote of all 157
commissioners to pass; provided consent may be given in advance in writing in the 158
case of any commissioner who may be absent from the meeting at which ratification is 159
requested. Such written consent shall be included in the record of the meeting for 160
which it is granted. 161
(d) In the event of an objection to the reported statement described in this section, it shall 162
fail to pass. In order to provide a complete and transparent record of opinion 163
statements polled in this manner, the reported statement shall be entered upon the 164
record of the meeting at which the question is decided even if the question of 165
ratification fails to pass. 166
(e) The commission clerk shall provide a form for the giving of consent to ratification of an 167
informally polled opinion statement. 168
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And in Article 6, Section 13, “Questions requiring unanimous consent of all commissioners, 170
insert the following new subsection (a): 171
Ratification of a statement of commission opinion polled informally, as described in Article VI, 172
Section 3. 173
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AMENDMENT 8 – provided based on commissioner comments 174
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(Would increase the total amount of time for public comment as an order of business from 45 176
to 60 minutes.) 177
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In Article 6, Section 11(b) “Rules governing public comment,” delete “45” and insert in lieu 179
thereof: 60 180
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AMENDMENT 9 – provided based on comments from Commissioner Gregoire 182
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(Requires a 24-hour filing deadline for substantive amendments to actions on the agenda.) 184
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In Article 6, Section 5, after “repeated by the presiding officer prior to taking a vote on the 186
amendment as a subsidiary question” insert the following: Amendments filed in writing with 187
the commission clerk at least 24 hours prior to the convening of the public meeting during 188
which they are intended to be offered shall require a majority vote of the membership for 189
passage. Amendments offered less than 24 hours prior to the convening of the public meeting 190
during which they are intended to be offered shall require a vote of two-thirds of the 191
membership for passage. 192
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(The amendment in context:) 194
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Amendment of questions. Once a motion has been made or a requested action filed by 196
virtue of its inclusion on an approved agenda, it shall be modified only by amendment. 197
Any commissioner, including the presiding officer, may offer an amendment to a 198
question that is subject to amendment. Amendments other than simple amendments to 199
procedural motions shall be offered in writing and their content repeated by the 200
presiding officer prior to taking a vote on the amendment as a subsidiary question. 201
Amendments filed in writing with the commission clerk at least 24 hours prior to the 202
convening of the public meeting during which they are intended to be offered shall 203
require a majority vote of the membership for passage. Amendments offered less than 204
24 hours prior to the convening of the public meeting during which they are intended 205
to be offered shall require a vote of two-thirds of the membership for passage. 206
Amendments shall be subject to a vote for adoption. Amendments that are not 207
controversial and have clear unanimous support may be adopted by unanimous 208
consent, provided they are submitted in writing and are repeated when the presiding 209
officer announces the outcome of the vote. Amendments adopted by unanimous 210
consent shall be recorded in the minutes as adopted “without objection.” Amendments 211
are subsidiary questions and shall be considered after acceptance of a motion and 212
second on the main question to which they are attached and shall be decided before the 213
vote on the main question. 214
