Agenda Item No. __6a_amend_____ Meeting Date December 19, 2017__ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 PORT COMMISSION BYLAWS REVISION PROPOSED AMENDMENTS For consideration on December 19, 2017, during Second Reading and Final Passage of Resolution 3742. All amendments are written to the text as introduced on December 5, 2017. (TECHNICAL) AMENDMENT 1 - proposed based on reviewer comments, including legal counsel. (All of these are technical language improvements for clarity that do not alter the effect of the text. They are shown in the bylaws redline in blue text.) In Article 1, Section 1, delete "Title 53 RCW" and insert the following in lieu thereof: state law And in Article 2, Section 1, delete "electors of the port district" and insert the following in lieu thereof: citizens of King County And in Article 2, Section 2, delete "whole" and insert: body And in Article 2, Section 3, after "In addition to taking the oath of office required by statute," delete "the commission may arrange for a second, ceremonial opportunity for newly elected commissioners to take their oath of office in a public setting. Provided such commissioners have already taken the oath in the manner required by applicable law, any person may administer the oath in such a ceremonial setting." and insert the following in lieu thereof: newly elected commissioners may take their oaths of office in a public ceremony. Provided such commissioners have already taken the oath in the manner required by applicable law, any person may administer the oath during such a ceremony. And in Article 2, Section 5(b) at the beginning of the first sentence, delete "If conflicts of interest arise," and insert the following in lieu thereof: If a potential or actual conflict of interest arises, And at the beginning of the second sentence, delete "When recusing, a commissioner shall announce the conflict or apparent conflict of interest" and insert the following in lieu thereof: When recusing himself or herself, a commissioner shall announce the conflict of interest or the potential conflict of interest And after "consideration of business subject to the conflict" insert: issue And in Article 2, Section 6(a) before "nonattendance" insert: the port commissioner's And before "excused by the port commission" insert: the commissioner is And before "resignation" insert: commissioner's And in subsection (b) after "Solicitation of applications" delete "The commission shall take the following steps upon provision of a notice of resignation or the creation of a Bylaws amendments proposed on December 19, 2017 Page 1 of 25 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 vacancy in the office of port commissioner." And insert after "Within five business days" the following: after receiving notice of a vacancy or the creation of a vacancy And in Article 2, Section 7, delete "avoid having" and insert the following in lieu thereof: avoid creating And delete "The process for determining committee and external board and commission assignments in consultation with commissioners is described in Article V, Section 3. The president shall make these assignments as described in Article III, Section 5, and" and insert the following in lieu thereof: The president shall make committee and external board and commission assignments in consultation with commissioners as described in Article III, Section 5, and Article V, Section 3. The president And in Article 3, Section 2, delete "As described elsewhere in this article," And in Article 3, Section 5(d) after "hiring and firing and firing decisions with respect to the" delete "professional" And after "notified of the proposed decision" delete "and a reasonable opportunity shall be given for commissioners to consult" and insert the following in lieu thereof: and provided a reasonable opportunity to consult And in subsection (e) after "standing or special committees" insert: of the commission And delete "the chair of the audit committee shall be the vice president and" and insert the following in lieu thereof: the vice president shall chair the audit committee; And delete "The procedures for consultation and appointment of commissioners to committees or external boards and commissions shall be pursuant to the requirements of these bylaws related to committee structure." And in subsection (h) delete "Port of Seattle" And in Article 3, Section 6(a), delete "succeed the president for the subsequent calendar year" and insert the following in lieu thereof: succeed to the office of president at the expiration of his or her term as vice president And delete "in the calendar year following the completion of his or her term as vice president" and insert the following in lieu thereof: at that time And delete "A motion to elect a president under these circumstances shall be in order as soon as reasonably possible after the commission learns that the vice president will be unable to serve as president" and insert the following in lieu thereof: The motion to elect a president under these circumstances may be offered at any regular or special meeting Bylaws amendments proposed on December 19, 2017 Page 2 of 25 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 And in subsection (c) delete "Port of Seattle" And in Article 3, Section 7(b) delete "Port of Seattle" And in Article 3, Section 8(e) delete "The commission clerk shall be responsible for the recording, distribution, retention, and disposition of these records and any related indices pursuant to the procedures provided for in these bylaws." And in subsection (g) after "newly elected port commissioners" delete "as" and insert the following in lieu thereof: within the manner And in Article 4, Section 2, delete ", except as otherwise may be provided for by law" And in Article 4, Section 3(a) delete "Failure to attend port commission meetings" and insert in lieu thereof: The failure of a port commissioner to attend port commission meetings And delete "When commissioners are absent from meetings" and insert the following in lieu thereof: If a port commissioner is absent from port commission meetings And in subsection (b) delete "can interact in deliberations and be heard" and insert the following in lieu thereof: can interact in the deliberations and can be heard And after "participating in a meeting" delete "in this manner" and insert the following in lieu thereof: remotely And after "put for a decision" delete "as long as they are present at the time of the vote" and insert the following in lieu thereof: during the meeting And in Article 4, Section 5(d) delete "passage. Items" and insert: consideration. Final actions And in subsection (g) before "been introduced on a prior day" insert: already And in subsection (j) after "present to participate" insert: or participating remotely And in Article 5, Section 2, after "every committee" insert: of the port commission And in Article 5, Section 3, delete "As noted in Article III above" and insert the following in lieu thereof: As noted elsewhere in these bylaws And in Article 5, Section 3(b) delete "Care shall be taken during the consultation process to comply with legal requirements applicable to open public meetings." And in subsection (c) at the beginning of the sentence, delete "Having in mind those considerations" and insert the following in lieu thereof: Bearing in mind the considerations Bylaws amendments proposed on December 19, 2017 Page 3 of 25 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 And in subsection (f) after "Assignments to committees" insert: of the port commission And in Article 5, Section 8, after "during their deliberations and" insert: of And delete "staff person identified in the committee's charter as its" and insert the following in lieu thereof: committee's And in Article 6, Section 2(a) after "when appropriate to do so" delete "because of the appearance of a conflict" and insert the following in lieu thereof: because of a potential conflict And after "abstain from the consideration of a matter" delete "because of the appearance of a conflict" and insert the following in lieu thereof: because of the potential of a conflict And in subsection (b) delete "A motion is a proposal to take an action, whether verbalized or formalized in writing, such as in the form of a resolution or by written motion." and after "vote prescribed by law" delete ", these bylaws, or applicable parliamentary authority" and insert the following in lieu thereof: or these bylaws And delete "instructions" and insert in lieu thereof: actions And delete "or other agents of the Port of Seattle" and insert in lieu thereof: and staff of the Port of Seattle as actions or decisions of the port commission And in subsection (f) delete "when support for passage of an action is clearly unanimous" and insert the following in lieu thereof: it is the presiding officer's opinion that there is general approval for it among commissioners And in Article 6, Section 5, delete "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" and insert the following in lieu thereof: An amendment may be adopted by unanimous consent pursuant to the voting procedures of these bylaws provided the amendment is submitted in writing And in Article 6, Section 6(b) after "and shall include" insert: the following components: And in subsection (c) after "legislative action" delete "as required by law" And in subsection (d) delete "introduced through" and insert: filed by And in Article 6, Section 6(f) delete "The commission clerk shall maintain adopted resolutions pursuant to required retention schedules, shall provide for the numbering and indexing of resolutions by subject and date of adoption, and shall make all resolutions available for public review" and insert the following in lieu thereof: The commission clerk shall maintain records of adopted resolutions as described in these bylaws Bylaws amendments proposed on December 19, 2017 Page 4 of 25 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 And in Article 6, Section 10, after "inflammatory language" delete "comment about others' motives, criticism of past actions," And in Article 6, Section 11(a) delete "testify" and insert: comment And in subsection (f) delete "interruption" and insert: disruption And in Article 6, Section 12(b) after "presiding officer's announcement" insert the following: If a vote is taken on whether to record a commissioner as either excused or absent, the question shall be put as a request to show the commissioner "excused." And in Article 7, Section 1, after "by the commission" insert: at any regular or special meeting And in Section 3, after "shall refer the bylaws to" delete "a governance" and insert: an appropriate (TECHNICAL) Amendment 1 OUTCOME: ______________________ Bylaws amendments proposed on December 19, 2017 Page 5 of 25 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 AMENDMENT 2 - 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. Note that matters on establishment or revision of policy directives or governance - like WMBE, Quality Jobs, Priority Hire, Bylaws, etc. would be REQUIRED to be considered by an appropriate committee.) 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. Amendment 2 OUTCOME: ________________ Bylaws amendments proposed on December 19, 2017 Page 6 of 25 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 AMENDMENT 3 - 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 4, Section 6, insert the following new subsection (c): Notice waiver not submitted. Special meetings called with less than 24 hours' written notice shall comply with all requirements of law and these bylaws. Special meetings called to deal with an emergency involving injury or damage to persons or property as described in RCW 42.30.080 do not require 24 hours' written notice. When any other special meeting is called with less than 24 hours' notice, written notice shall be posted as far ahead of convening the meeting as practicable. In such a case, if 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 at least 24 hours after the actual time of posting the written notice for the meeting. The procedures for adjourning a special meeting are described further in Section 7 below. Amendment 3 OUTCOME: ______________________ Bylaws amendments proposed on December 19, 2017 Page 7 of 25 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 AMENDMENT 4 - 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. Amendment 4 OUTCOME: _______________________ Bylaws amendments proposed on December 19, 2017 Page 8 of 25 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 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.) 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 in public session prior to convening the executive session. The extent to which the executive session or parts thereof shall be exempt from recording shall be stated in the motion to exempt from recording. Outside counsel annually shall 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. Amendment 5 OUTCOME: ________________ Bylaws amendments proposed on December 19, 2017 Page 9 of 25 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 AMENDMENT 6 - 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. (The amendment in context:) (5)(f) 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. Amendment 6 OUTCOME: ________________ Bylaws amendments proposed on December 19, 2017 Page 10 of 25 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 AMENDMENT 7 - proposed by Commissioner Felleman (Requires the president to make reasonable efforts to consult with affected commissioners before making public statements on their behalf and limits the president's use of the title of president to only statements made in his or her official capacity on behalf of the commission.) In Article 3, Section 5(f) after "The president may delegate this role on a case-by-case basis." insert the following: The president shall make reasonable efforts to consult with commissioners prior to making public statements on behalf of the commission. When the president expresses his or her own individual opinions, he or she shall refrain from using the title of commission president in such a context. (The amendment in context:) (5)(f) 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. The president shall make reasonable efforts to consult with commissioners prior to making public statements on behalf of the commission. When the president expresses his or her own individual opinions, he or she shall refrain from using the title of commission president in such a context. Amendment 7 OUTCOME: ___________________ Bylaws amendments proposed on December 19, 2017 Page 11 of 25 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 AMENDMENT 8 - proposed based on comments from Commissioner Felleman. (Acknowledges the oversight and review roles of the commission and the commission president over certain non-commission positions.) In Article 2, insert the following new Section 9: Oversight and review of the executive director. As a body, the commission provides oversight and review of the performance of the executive director in accordance with the executive director's employment agreement. And in Article 2, insert the following new Section 10: Review of staff reporting to both the commission and the executive director (dual reports). In addition to oversight of the executive director and direct reports of the office of the commission, the commission as a body provides input to the executive director regarding the performance of those employees who report directly to the executive director. In particular, the commission as a body provides review of the general counsel and public affairs senior director, who report dually to the commission and the executive director. And in Article 3, delete Section 5(d) strike "Supervision of commission staff. Acting on behalf of the commission, the president shall supervise the commission chief of staff, who in turn shall be responsible for the organization and management of the staff of the office of the commission. Prior to executing any hiring and firing decisions with respect to the professional staff of the office of the commission, all commissioners shall be notified of the proposed decision and a reasonable opportunity shall be given for commissioners to consult on such decisions as time and circumstances warrant" and insert the following in lieu thereof: Oversight of the office of the commission. In consultation with the commission, the president shall provide oversight and review of the performance of the commission chief of staff. The commission chief of staff shall be responsible for the organization and management of the office of the commission. The commission chief of staff shall consult with the commission regarding the performance evaluation, hiring, and firing of staff of the office of the commission And in Article 3, Section 5, insert a new subsection (e) as follows and renumber the subsequent subsections: Oversight of staff reporting to both the commission and the executive director (dual reports). On behalf of the commission and in concert with the executive director, the president provides oversight to the general counsel and public affairs director, who report dually to the commission and the executive director. The president serves as the commission's primary point of contact to these positions And in Article 3, Section 6(b) after the second sentence, insert the following: The audit committee participates directly in the oversight and review of the performance of the internal audit director in accordance with policy directives related to Port of Seattle salaries and benefits. In consultation with the audit committee, the vice president shall contribute to the chief financial officer's performance review of the internal audit director. Bylaws amendments proposed on December 19, 2017 Page 12 of 25 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 (The amendment in context:) Article 2, Section 9. Oversight and review of the executive director. As a body, the commission provides oversight and review of the performance of the executive director in accordance with the executive director's employment agreement. Article 2, Section 10. Review of staff reporting to both the commission and the executive director (dual reports). In addition to oversight of the executive director and direct reports of the office of the commission, the commission as a body provides input to the executive director regarding the performance of those employees who report directly to the executive director. In particular, the commission as a body provides review of the general counsel and public affairs senior director, who report dually to the commission and the executive director. Article 3, Section 5(d) Supervision of commission staff. Acting on behalf of the commission, the president shall supervise the commission chief of staff, who in turn shall be responsible for the organization and management of the staff of the office of the commission. Prior to executing any hiring and firing decisions with respect to the professional staff of the office of the commission, all commissioners shall be notified of the proposed decision and provided a reasonable opportunity to consult on such decisions as time and circumstances warrant. (5)(d) Oversight of the office of the commission. In consultation with the commission, the president shall provide oversight and review of the performance of the commission chief of staff. The commission chief of staff shall be responsible for the organization and management of the office of the commission. The commission chief of staff shall consult with the commission regarding the performance evaluation, hiring, and firing of staff of the office of the commission. (5)(e) Oversight of staff reporting to both the commission and the executive director (dual reports). On behalf of the commission and in concert with the executive director, the president provides oversight to the general counsel and public affairs director, who report dually to the commission and the executive director. The president serves as the commission's primary point of contact to these positions. ... (6)(b) Audit committee chair. The vice president shall serve as chair of the commission's audit committee. For this reason, the president shall not appoint Bylaws amendments proposed on December 19, 2017 Page 13 of 25 429 430 431 432 433 434 435 436 the chair of the audit committee. The audit committee participates directly in the oversight and review of the performance of the internal audit director in accordance with policy directives related to Port of Seattle salaries and benefits. In consultation with the audit committee, the vice president shall contribute to the chief financial officer's performance review of the internal audit director. Amendment 8 OUTCOME: ___________________________ Bylaws amendments proposed on December 19, 2017 Page 14 of 25 437 438 439 440 441 442 443 444 445 446 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 AMENDMENT 9 - proposed by Commissioner Albro and informed by comments from Commissioners Bowman and Felleman (Revises text in sections 1 and 3 of the Object statement in Article 1. Aligns more closely with the Century Agenda and statutory language.) 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 the following in lieu thereof: 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 described by law and governs the Port of Seattle in accordance with state law to fulfill the port's 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 the following in lieu thereof: Commissioners shall serve the public and the mission of the Port of Seattle as a public agency to create quality jobs throughout the diverse communities of King County by advancing trade and commerce, promoting industrial growth, and stimulating economic development. Commissioners shall advance the port's commitment to create economic opportunity for all, responsibly steward the environment, partner with surrounding communities, promote social responsibility, act transparently, and remain accountable. Amendment 9 OUTCOME: ________________ Bylaws amendments proposed on December 19, 2017 Page 15 of 25 475 476 477 478 479 480 481 482 483 484 485 486 487 488 489 AMENDMENT 10 - proposed by Commissioner Albro and informed by comments from Commissioner Bowman (Revises the text in Article 2, Section 2, Collegiality.) In Article 2, Section 2, before "governs the Port of Seattle" insert: exercises port powers described by law and (The amendment in context:) Collegiality. The commission exercises port powers described by law 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. Amendment 10 OUTCOME: ______________ Bylaws amendments proposed on December 19, 2017 Page 16 of 25 490 491 492 493 494 495 496 497 498 499 500 501 502 503 504 505 506 507 508 509 510 511 512 513 514 515 516 517 518 519 AMENDMENT 11 - 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. Amendment 11 OUTCOME: ________________ Bylaws amendments proposed on December 19, 2017 Page 17 of 25 520 521 522 523 524 525 526 527 528 529 530 531 532 533 534 535 536 537 538 539 540 541 542 543 544 AMENDMENT 12 - proposed by commission staff. (Distinguishes between comments non-binding in a non-quorum setting and requests Article 4, Section 2, after "Such presentations are not deliberations of the Port of Seattle Commission, and" delete "comments made by individual commissioners in this context are not directions binding on the executive director or other agents of the Port of Seattle" and insert the following in lieu thereof: comments made by individual commissioners in the absence of a quorum are advisory only and are not binding on the executive director or staff of the Port of Seattle in the same manner as are actions or decisions of the port commission (The amendment in context:) In the absence of a quorum, individual commissioners may participate in informational presentations. Such presentations are not deliberations of the Port of Seattle Commission, and comments made by individual commissioners in this context are not directions binding on the executive director or other agents of the Port of Seattle comments made by individual commissioners in the absence of a quorum are advisory only and are not binding on the executive director or staff of the Port of Seattle in the same manner as are actions or decisions of the port commission. In the event a public meeting is interrupted by the loss of a quorum of commissioners, the presiding officer shall announce that the commission meeting has been adjourned or recessed due to the absence of a quorum before continuing with further informational presentations. Amendment 12 OUTCOME: _____________________ Bylaws amendments proposed on December 19, 2017 Page 18 of 25 545 546 547 548 549 550 551 552 553 554 555 556 557 558 559 560 561 562 563 564 AMENDMENT 13 - proposed by commission staff (Makes it clear that a decision to recess or adjourn and/or clear a meeting room because of a disruption is at the discretion of the commission.) In Article 6, Section 11(f) after "orderly conduct of the meeting not feasible, the presiding officer" insert the following: , at the discretion of the commission, (The amendment in context:) If a meeting is interrupted by a disruption as described in these bylaws so as to render the orderly conduct of the meeting not feasible, the presiding officer, at the discretion of the commission, may recess the meeting or adjourn the meeting to another location pursuant to the provisions of Article IV, Section 7, of these bylaws and may order the meeting room cleared. If a meeting is adjourned due to an interruption, commissioners and staff shall leave the meeting room until the meeting is reconvened. Amendment 13 OUTCOME: ______________________ Bylaws amendments proposed on December 19, 2017 Page 19 of 25 565 566 567 568 569 570 571 572 573 574 575 576 AMENDMENT 14 - prepared based on comments from Commissioner Bowman (Removes the need for a committee charter to name the commission staff supporting the committee.) In Article 5, Section 2, delete subsection (i) (The amendment in context:) (i) Which staff of the Port of Seattle Commission shall support the committee's work. Amendment 14 OUTCOME: _______________________ Bylaws amendments proposed on December 19, 2017 Page 20 of 25 577 578 579 580 581 582 583 584 585 586 587 588 589 590 591 592 593 594 595 596 597 598 599 600 601 602 603 604 605 606 607 608 609 610 611 612 613 614 615 616 617 618 619 620 AMENDMENT 15 - prepared based on comments from Commissioner Bowman (Would make the consultation process between commissioners and the commission president less prescriptive.) In Article 5, Section 3, after "consultation with other commissioners" delete "according to the following guidelines:" and all of subsections (a), (b), (c), (d), and (e) and insert the following in lieu thereof: and shall be completed by the end of January each year. (The amendment in context:) Committee membership. As noted in Article III above, the president shall appoint commissioners to serve on or chair standing or special committees and on external boards and commissions. Committee and external board and commission assignments shall be developed in consultation with other commissioners and shall be completed by the end of January each year. according to the following guidelines: (a) No later than December 1, the vice president, acting in the capacity of president-elect, shall forward to commissioners expecting to serve on the Port of Seattle Commission in the following calendar year a list of committees and external boards and commissions available for commissioner participation in the new year. The list shall be sent to any newly elected commissioners for whom election results have been certified by December 1. The list shall include the name of the standing or special committee of the commission and the names of all known available external boards and commissions, a brief description of the group, and the current commissioner assignments, if any. The vice president shall ask commissioners to consider service on the listed groups in the coming year and to propose their ranked preferences for such service. (b) By no later than December 15, commissioners shall consider and propose in writing their ranked preferences for service on the various committees, boards, and commissions and may propose service on additional committees, boards, or commissions as well. The deadline for responding may be extended by consultation with the vice president. (c) Bearing in mind the considerations described above and consulting further with individual commissioners as needed, the vice president shall prepare a preliminary list of committee, board, and commission assignments. (d) No later than the second Tuesday of January, the president shall distribute a preliminary list of assignments for commission committees, and external boards and commissions to commissioners. Commissioners shall have seven days to review the preliminary assignments and may propose revisions. (e) During the commission's public meeting on the fourth Tuesday of January, or if such Bylaws amendments proposed on December 19, 2017 Page 21 of 25 621 622 623 624 625 626 627 628 629 630 631 meeting is cancelled, at the commission public meeting next held, the president shall announce that assignments to committees and external boards and commissions have been made, and a copy of the list of assignments shall be entered upon the record of the meeting. Assignments to committees and external boards and commissions may change during the year, and the commission clerk shall maintain an updated list, noting the dates and the nature of any revisions. Changes to such assignments shall be made only after consulting the commissioners affected, and the president shall provide the commission clerk with written notice of any changes. Amendment 15 OUTCOME: ____________________________ Bylaws amendments proposed on December 19, 2017 Page 22 of 25 632 633 634 635 636 637 638 639 640 641 642 643 644 645 646 AMENDMENT 16 - prepared based on comments from Commissioner Bowman (Would make Audit Committee service required for all commissioners) In Article 2, Insert a new Section 8 as follows: All commissioners shall serve at least one, one-year term on the commission's audit committee prior to the completion of their fourth year in office. If this requirement results in the need for more than two commissioners to serve on the audit committee at the same time, the commission may waive the requirement for one or more commissioners to serve in the time allotted. The vote to waive this requirement under these circumstances shall be decided by a majority of the membership and the motion may include conditions for future audit committee service as deemed appropriate by the commission. Amendment 16 OUTCOME: _____________________________ Bylaws amendments proposed on December 19, 2017 Page 23 of 25 647 648 649 650 651 652 653 654 655 656 657 658 659 660 661 662 663 664 665 AMENDMENT 17 - proposed based on comments from Commissioners Felleman and Bowman (Clarifies that the order and decorum limitations on non-germane, insulting, and otherwise uncivil comments apply to everyone participating in the meeting - commissioners, staff, public, etc.) In Article 6, Section 10, delete "Those speaking during consideration of any matter shall limit remarks" and insert the following in lieu thereof: All persons speaking during consideration of any matter, including commissioners, staff, and members of the public, shall limit remarks (Amendment in context:) Those speaking during consideration of any matter shall limit remarks All persons speaking during consideration of any matter, including commissioners, staff, and members of the public, shall limit remarks to the matter at hand, avoiding personalities, vulgarity, insults, inflammatory language, and other comments not germane to the discussion of the matter at hand. Amendment 17 OUTCOME: __________________________ Bylaws amendments proposed on December 19, 2017 Page 24 of 25 666 667 668 669 670 671 672 673 674 675 676 677 678 679 680 681 682 683 684 685 686 687 688 689 690 691 692 693 694 695 696 697 698 699 700 701 702 [The following amendment, described on December 12, is no longer proposed for inclusion.] AMENDMENT - 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. Bylaws amendments proposed on December 19, 2017 Page 25 of 25