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PORT COMMISSION BYLAWS REVISION
PROPOSED AMENDMENTS
For consideration on December 12, 2017, prior to Second Reading

AMENDMENT 1 - proposed by Commissioner Albro
(Revises text in sections 1 and 3 of the Object statement.)
In Article 1, Section 1, delete "The Port of Seattle was chartered by the voters of King County as
a port district by special election on September 5, 1911. The Port of Seattle is a special-purpose
corporation of the State of Washington that is governed by the Port of Seattle Commission. The
Port of Seattle Commission is authorized to perform its responsibilities under Title 53 RCW and
is charged with the responsibility to fulfill particular legislatively mandated purposes and
objectives."
And insert in lieu thereof the following: The Port of Seattle was chartered by the voters of King
County as a port district by special election on September 5, 1911, as a special-purpose
municipal corporation of the State of Washington. The Port of Seattle Commission is vested
with all port powers and governs the Port of Seattle in accordance with Title 53 RCW to fulfill
particular legislatively mandated purposes and objectives.
And in Article 1, Section 3, delete "Commissioners shall safeguard the mission of the Port of
Seattle as a public agency whose primary mission shall be to invest public resources to advance
trade and commerce, promote industrial growth, preserve limited maritime and aviation
resources of unique value for port uses, stimulate economic development, and create jobs. This
mission depends upon the transportation of people and goods by air, water, and land,
commitment to environmental stewardship, and collaboration with neighboring communities.
It ensures economic vitality and a sustainable quality of life for all of the people of King County
and the Puget Sound region."
And insert in lieu thereof the following: Commissioners shall serve the public and uphold the
mission of the Port of Seattle as a public agency to create jobs by advancing trade and
commerce, promoting industrial growth, and stimulating economic development.

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AMENDMENT 2 - proposed by Commissioner Albro
(Revises the text in Article 2, Section 2, Collegiality.)
In Article 2, Section 2, before "governs the Port of Seattle" insert: exercises port powers and
(The amendment in context:)
Collegiality. The commission exercises port powers and governs the Port of
Seattle only when a quorum of its membership is assembled in a properly
noticed public meeting and action is taken by the required vote.

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AMENDMENT 3 - proposed by executive staff
(Creates an option to place actions on the consent calendar if the authorization amounts are
between $300,000 and $1 million and construction contract extensions are between 60 and
120 days and allows them to be offered in a single action request.)
In Article 4, Section 5(g), after "do not require a public hearing or amendment" insert the
following: The consent calendar may include any action for which the requested dollar
amount of the authorization lies between the value threshold delegated to the executive
director (generally $300,000) and $1,000,000 or for which construction contract time
extensions are requested between 60 days and 120 days and staff may submit an agenda
memorandum for multiple actions of this kind with a brief description of each action.
(The amendment in context:)
Unanimous consent calendar. Items on the consent calendar shall include
routine matters and actions considered by the president to have general
consensus of all commissioners, including approval of the minutes of prior
meetings available for commission approval. Resolutions may be included on the
consent calendar for final adoption if they are routine and considered by the
president to have general consensus of all commissioners, have been introduced
on a prior day, and do not require a public hearing or amendment. The consent
calendar may include any action for which the requested dollar amount of the
authorization lies between the value threshold delegated to the executive
director (generally $300,000) and $1,000,000 or for which construction contract
time extensions are requested between 60 days and 120 days and staff may
submit an agenda memorandum for multiple actions of this kind with a brief
description of each action. Items on the consent calendar 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 unanimous consent calendar for separate
consideration and vote. Items removed from the consent calendar for separate
consideration and vote shall become special orders for the day and shall be
taken up following those items previously scheduled for consideration as special
orders.

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AMENDMENT 4 - proposed by commission staff
(Articulates a procedure for handling technical aspects of 24-hour meeting notice when waiver
of written notice in invoked under RCW 42.30.080.)
In Article 5, Section 6, insert the following new subsection (c):
When special meetings are called with less than 24 hours' notice pursuant to notice waiver
under this section, written notice shall be posted as far ahead of convening such a special
meeting as practicable through the usual methods required by law and these bylaws. If a
special meeting is called with less than 24 hours' notice, other than to deal with an
emergency involving injury or damage to persons or property as described in RCW 42.30.080,
and 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 not less than 24 hours later than the actual time of
posting the written notice for such a special meeting. The procedures for adjourning a special
meeting shall apply under these circumstances as described by law and these bylaws.

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AMENDMENT 5 - provided based on comments from Commissioner Gregoire
(Restores the requirement to record executive sessions. This feature was not carried forward
into the proposed revised text. Annual monitoring by outside counsel is not proposed at this
time.)
In Article 4, Section 8, insert a new subsection (b) as follows and renumber the subsequent
subsections:
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 prior to convening the executive session pursuant to the voting requirements of these
bylaws. The extent to which the executive session or parts thereof shall be exempt from
recording shall be stated in the motion, which shall be decided in public session. Outside
counsel shall annually monitor 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.

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AMENDMENT 6 - proposed by commission staff
(Provides a mechanism to refer policy-related work to a committee, while maintaining the
commission's control over the matters referred.)
In Article 5, insert the following new Section 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 particular 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 a particular
matter. The motion to so discharge shall refer the matter to a different committee or place it
on the agenda for commission consideration at an appropriate time.

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AMENDMENT 7 - proposed by commission staff
(Documents for transparency an informal opinion-polling process currently in use, though
infrequently needed. Adds for clarity when the process is invoked, and adds a process for
ratifying public statements by a vote in public session.)
In Article 6, insert the following new Section 3:
Informal polling of commissioner opinions.
(a) When it is desirable in the opinion of the commission president for the opinion of the
port commission to be reported publicly in support or opposition to any position
affecting port interests and when circumstances prevent formal public action on a
specific position or view, the president, or professional staff acting on behalf of the
commission, may conduct an informal poll of commissioners' individual opinions.
Opinions polled in this manner shall not involve meetings of more than two
commissioners at a time and shall be characterized transparently in these or similar
words when reported publicly: "Although the Port of Seattle Commission has not
formally taken a position on ... by action in a public session, all commissioners (or a
majority of commissioners) have individually expressed the opinion that...."
(b) When a common view of the commission is thus represented, it shall be reported in
writing to the commission at its next public meeting as a special order of business. The
presiding officer shall put the question in the form of a request for objection to the
reported statement. Absent an objection, the collective view expressed shall be
considered ratified by unanimous consent and the statement on the matter shall be
entered into the record of the public meeting.
(c) The question on ratification of an opinion statement reported pursuant to this section
shall not be subject to amendment and shall require a unanimous vote of all
commissioners to pass; provided consent may be given in advance in writing in the
case of any commissioner who may be absent from the meeting at which ratification is
requested. Such written consent shall be included in the record of the meeting for
which it is granted.
(d) In the event of an objection to the reported statement described in this section, it shall
fail to pass. In order to provide a complete and transparent record of opinion
statements polled in this manner, the reported statement shall be entered upon the
record of the meeting at which the question is decided even if the question of
ratification fails to pass.
(e) The commission clerk shall provide a form for the giving of consent to ratification of an
informally polled opinion statement.
And in Article 6, Section 13, "Questions requiring unanimous consent of all commissioners,
insert the following new subsection (a):
Ratification of a statement of commission opinion polled informally, as described in Article VI,
Section 3.

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AMENDMENT 8 - provided based on commissioner comments
(Would increase the total amount of time for public comment as an order of business from 45
to 60 minutes.)
In Article 6, Section 11(b) "Rules governing public comment," delete "45" and insert in lieu
thereof: 60

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AMENDMENT 9 - provided based on comments from Commissioner Gregoire
(Requires a 24-hour filing deadline for substantive amendments to actions on the agenda.)
In Article 6, Section 5, after "repeated by the presiding officer prior to taking a vote on the
amendment as a subsidiary question" insert the following: Amendments filed in writing with
the commission clerk at least 24 hours prior to the convening of the public meeting during
which they are intended to be offered shall require a majority vote of the membership for
passage. Amendments offered less than 24 hours prior to the convening of the public meeting
during which they are intended to be offered shall require a vote of two-thirds of the
membership for passage.
(The amendment in context:)
Amendment of questions. Once a motion has been made or a requested action
filed by virtue of its inclusion on an approved agenda, it shall be modified only by
amendment. Any commissioner, including the presiding officer, may offer an
amendment to a question that is subject to amendment. Amendments other
than simple amendments to procedural motions shall be offered in writing and
their content repeated by the presiding officer prior to taking a vote on the
amendment as a subsidiary question. Amendments filed in writing with the
commission clerk at least 24 hours prior to the convening of the public meeting
during which they are intended to be offered shall require a majority vote of
the membership for passage. Amendments offered less than 24 hours prior to
the convening of the public meeting during which they are intended to be
offered shall require a vote of two-thirds of the membership for passage.
Amendments shall be subject to a vote for adoption. Amendments that are not
controversial and have clear unanimous support may be adopted by unanimous
consent, provided they are submitted in writing and are repeated when the
presiding officer announces the outcome of the vote. Amendments adopted by
unanimous consent shall be recorded in the minutes as adopted "without
objection." Amendments are subsidiary questions and shall be considered after
acceptance of a motion and second on the main question to which they are
attached and shall be decided before the vote on the main question.

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AMENDMENT 10 - provided based on comments from Commissioner Gregoire
(Adds a reference to commission's commitment to the port statement of values and port code
of ethics/workplace responsibility policy)
In Article 2, Section 5(a), delete "Commissioners shall uphold the standard of conduct described
in the Port of Seattle Code of Ethics for Port Commissioners and shall avoid conflicts of interest
and the appearance of conflicts of interest when performing their duties as port
commissioners" and insert the following in lieu thereof: Commissioners shall uphold the
standard of conduct reflected in 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
(The amendment in context:)
Commissioners shall uphold the standard of conduct described in the Port of
Seattle Code of Ethics for Port Commissioners and shall avoid conflicts of interest
and the appearance of conflicts of interest when performing their duties as port
commissioners Commissioners shall uphold the standard of conduct reflected in
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
conflict of interest are 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.

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AMENDMENT 11 - provided based on comments from Commissioner Gregoire
(Provides additional latitude to the scope of topics on which the commission president serves
as a spokesperson for the commission.)
In Article 3, Section 5(f), after "that have been established by action taken in public session"
insert the following: or that are consistent with the policies, statements, and actions of the
port commission.
And in Article 3, Section 5(f), after "case-by-case basis." insert the following: When acting as
the commission's spokesperson, the president shall exercise care to distinguish between
opinions or positions held collectively by the port commission which are based on actions
taken in public session and those views or positions which it is the president's opinion reflect
the general sentiment of port commissioners.
(The amendment in context:)
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. When
acting as the commission's spokesperson, the president shall exercise care to
distinguish between opinions or positions held collectively by the port
commission which are based on actions taken in public session and those views
or positions which it is the president's opinion reflect the general sentiment of
port commissioners. Article VI, Section 3, describes the procedures to be used
for informal polling of commissioner opinions when circumstances prevent
formal action in public session.

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