Agenda Item No. __6a_reso_____
Meeting Date
December 19, 2017__

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RESOLUTION NO. 3742
A RESOLUTION of the Port Commission of the Port of Seattle adopting bylaws
governing the organization and transaction of business of
the Port of Seattle Commission and repealing Resolutions
No. 3611, 3672, 3673, 3689, 3690, 3733, and all other
resolutions dealing with the same subject matter.
WHEREAS, the voters of King County authorized and approved the formation of a port
district co-extensive with King County to be known as the Port of Seattle in a special election
on September 5, 1911; and
WHEREAS, the Port of Seattle Commission is the legally constituted governing body of
the Port of Seattle; and
WHEREAS, the commission now wishes to revise, update, and reorganize its bylaws to
reflect its current policies and practices;
NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of Seattle that
the current Port of Seattle Commission Bylaws, last amended on August 15, 2017, be replaced
in their entirety by the text attached as Exhibit A.
ADOPTED by the Port Commission of the Port of Seattle at a duly noticed public meeting
thereof, held this
______ day of _______________________________ , 2017, and duly
authenticated in open session by the signatures of the commissioners voting in favor thereof
and the seal of the commission.

Port of Seattle Commission

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EXHIBIT A to Resolution 3742
PORT of SEATTLE COMMISSION BYLAWS

As proposed for adoption on December 19, 2017
Blue text is proposed by omnibus technical amendment (Amendment 1)
Redlines are proposed by amendment as noted

Article I - Object
1. 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 municipal
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 state law and is charged with the responsibility to fulfill particular legislatively
mandated purposes and objectives.
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. [Pursuant to Albro's Amendment 9, informed by Bowman comment]
2. These bylaws constitute the rules governing the transaction of business by the duly elected
Port of Seattle Commission. Commissioners shall faithfully, ethically, and transparently
perform all duties of office and shall abide by the principle that public service is a public
trust. It is the goal of these bylaws to outline the transaction of business in a way that
appropriately safeguards the rights of the majority, minority, and individual within the body
politic of the Port of Seattle Commission.
3. 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.
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.
[Pursuant to Albro's Amendment 9, informed by Felleman comments]

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Article II - Commissioners
1. Membership. The members of the Port of Seattle Commission shall be those commissioners
duly elected pursuant to the laws of the State of Washington. Election and terms of port
commissioners shall be pursuant to applicable law. As elected officials, each commissioner
shall exercise the responsibilities of office and be accountable to the general public, the
electors of the port district citizens of King County, and one another.
2. Collegiality. The commission exercises port powers and [Pursuant to Albro's Amendment 10, informed by
Bowman comments]
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. It
is the right of the individual or the minority of commissioners to dissent from the will of the
majority, just as it is the right of the majority to act by whatever vote is needed for passage
of a question. Commissioners are independently elected and have the right to voice
personal opinions on matters under consideration or that are pending final action by the
commission. Commissioners have the right to express opinions that differ from the decision
of the majority of the commission, provided that each commissioner transparently
distinguishes his or her individual opinion from the collective decisions of the commission
as a whole body.
3. Oath of office. Pursuant to the requirements of RCW 29A.60.280, newly elected
commissioners shall take the oath of office required by law during the time period defined
by law. The oath shall be administered by a notary public holding the position of
commission clerk. Another person qualified to administer oaths may administer the oath of
office to newly elected commissioners when compliance with the legally required time
period necessitates it. In addition to taking the oath of office required by statute,
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.
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.
4. Transparency pledge. Annually, prior to the first public meeting of the year, each
commissioner shall execute the following transparency pledge:
As a duly elected Port of Seattle commissioner, I am responsible for ensuring that
the Port of Seattle, a public agency of the state of Washington, conducts its business
in the open in compliance with the state's Open Public Meetings Act, Chapter 42.30
RCW. In fulfillment of my duties to the commission as a body, and in recognition of
my responsibilities as an elected official serving the citizens of King County, I give my
personal commitment to fostering and maintaining a culture of accountability and
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transparency within the commission, among Port of Seattle employees, and
between the Port of Seattle and the citizens of King County. Therefore, I affirm my
commitment to openly governing the Port of Seattle pursuant to the Open Public
Meetings Act and the state's Public Records Act (Chapter 42.56 RCW). As a
commissioner, I will support and advance policies and practices that increase the
Port's openness and accountability and expand citizen access to the port's decisionmaking consistent with the intent of the Open Public Meetings Act. Signed this ____
day of ____ , ____ , for the term of January 1 through December 31, ____ .
Commissioner ____
5. Ethical behavior, conflict of interest, recusal procedure.
(a) 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. [Pursuant to Gregoire's Amendment 11]
Procedures related to alleged misconduct and potential conflicts 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.
(b) If conflicts of interest arise, If a potential or actual conflict of interest arises,
commissioners shall resolve the conflict pursuant to the requirements of the Code of
Ethics for Port Commissioners, including when necessary, recusing themselves from any
consideration and voting upon the issue that creates the conflict. When recusing, a
commissioner shall announce the conflict or apparent conflict of interest When
recusing himself or herself, a commissioner shall announce the conflict of interest or
the potential conflict of interest prior to deliberation on the matter subject to recusal.
Unless a recusing commissioner's presence during a public meeting is required in order
to preserve a quorum, the commissioner shall leave the meeting room during
consideration of business subject to the conflict issue and may return upon its
completion. Abstention from voting does not presume recusal, and is described further
in Article VI, Section 2.
6. Vacancy in office.
(a) A vacancy in the office of port commissioner may occur as provided in Chapter 42.12
RCW or by the port commissioner's nonattendance at meetings of the port commission
for a period of 60 days unless the commissioner is excused by the port commission. In
the event a vacancy in the office of port commissioner occurs, such vacancy shall be
filled in accordance with RCW 53.12.140 pursuant to Chapter 42.12 RCW and other
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applicable law. The remaining commissioners shall fill the vacancy by appointment no
later than 90 days after the creation of the vacancy. If the vacancy is created due to a
commissioner resigning his or her position, the commission shall appoint a new
commissioner within 90 days of the effective date of the commissioner's resignation.
(b) Solicitation of applications. The commission shall take the following steps upon
provision of a notice of resignation or the creation of a vacancy in the office of port
commissioner. Within five business days after receiving notice of a vacancy or the
creation of a vacancy, the commission shall solicit applications to fill the vacancy by
issuing a press release and posting a request for applications on the Port of Seattle
website. Applications shall be solicited from citizens in King County interested in being
considered for the appointment. All applications for the appointment shall be
submitted to the port commission by the deadline noted in the commission's request
for applications.
(c) Review and selection of candidates. The commission shall review the applications and
shall obtain background investigations of the applicants. The commission may conduct
interviews in public of the most qualified candidates. The commission shall fill the
vacancy by selecting one candidate by majority vote of its membership in a public
meeting.
(d) Vacancy in office of three or more commissioners. When a majority of the
commissioner positions fixed by law are vacant, the provisions of RCW 42.12.070 and
applicable law shall govern the filling of the vacancies.
(e) Appointment until the next election. As provided in Chapter 29A.24 RCW, each person
appointed to serve in the office of commissioner shall serve until a qualified person is
elected at the next election at which a member of the governing body normally would
be elected. The person elected shall take office immediately and serve the remainder of
the unexpired term.
7. Outside boards and commissions. Commissioners may serve on external port-related
boards and commissions. No more than two commissioners shall serve on the same
external board or commission at the same time in order to avoid having creating a quorum
of commissioners at the meetings of such a board or commission. 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
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 shall consider the following factors when determining
participation and length of service for commissioners on external boards and commissions:
(a) The membership and office-holding requirements of the external boards in question;
(b) The interests of individual commissioners in serving on various external boards; and
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(c) Whether the port commission is adequately represented on the external boards and
commissions needed to effectively advocate for the interests of the Port of Seattle.
8. 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. [Pursuant to
Amendment 16 based on Bowman comments]

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. [Pursuant to Felleman's Amendment 8]
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. [Pursuant to Felleman's Amendment 8]
Article III - Officers
1. All officers shall serve at the pleasure of the Port of Seattle Commission and shall carry out
the responsibilities described in these bylaws. Commission officers may be censured or
removed from office at any public meeting of the port commission legally convened in
accordance with applicable laws and these bylaws. The Code of Ethics for Port
Commissioners shall identify the procedures for addressing complaints of misconduct,
abuse of authority, and neglect of the duties of office by officers. If a majority of the
commissioners determine that an officer should be censured or removed from office, this
decision shall require a vote of the majority of commissioners as prescribed by applicable
law and these bylaws.
2. Election. At the first meeting of each calendar year, the commission shall elect a vice
president and secretary. As described elsewhere in this article, The vice president shall
succeed to the office of president in the following calendar year at the expiration of his or
her term as vice president.
3. Term of office. An officer's term shall run from the date of election until the end of the
calendar year.

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4. Commission officer vacancy.
(a) In the event that a commission officer resigns or is removed from the office of
president, vice president, or secretary, a commissioner may be selected to serve out the
officer's uncompleted term and shall so serve until the end of the calendar year. When
such vacancies arise, they may be filled at any regular or special meeting of the
commission. During the temporary absence of any commission officer, the officer next
in line shall assume the duties of the absent officer in an acting capacity in the following
order of succession, provided that this order of succession does not apply to meetings
of committees composed of fewer than a quorum of the port commission:
(b) In the physical absence of the president, the vice president temporarily shall assume
the duties of the president.
(c) In the physical absence of the vice president, the secretary temporarily shall assume the
duties of the vice president.
(d) In the physical absence of both the president and vice president, the secretary
temporarily shall assume the duties of the president.
5. Duties of the president.
(a) Order and decorum. The president shall preside over all public meetings and executive
sessions of the Port of Seattle Commission and shall be responsible for maintaining
order and decorum in accordance with the provisions of these bylaws.
(b) Preliminary agenda. The president shall authorize the formation of the commission's
preliminary public meeting agenda and shall propose the agenda for commission
approval on the day of the meeting in the appropriate order of business.
(c) Notice of meetings. The president shall authorize the issuance of such legal notices of
public meetings as may be required by law and these bylaws.
(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 a
reasonable opportunity shall be given for commissioners to consult and provided a
reasonable opportunity to consult on such decisions as time and circumstances warrant.
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
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of staff of the office of the commission. [Pursuant to Felleman's Amendment 8]
(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.
(e/f)
Committee and external board appointments. In consultation with individual
commissioners, the president annually shall appoint commissioners to serve on and
chair standing or special committees of the commission
and to serv1e on external boards and commissions, subject to the considerations
described In Article II, Section 7.
As described in these bylaws, the chair of the audit committee shall be the vice
president and the vice president shall chair the audit committee; therefore, the
president does not appoint this position. 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.
(f/g)
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. [Pursuant to Gregoire's Amendment 6]
The president may delegate this role on a case-by-case basis. The president shall make
reasonable efforts to consult with affected 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. [Pursuant to Felleman's Amendment 7]
(g/h)
Signature of instruments. On behalf of the commission, the president shall sign
all proclamations adopted in public session. The president shall execute all agreements
required in the normal course of fulfilling his or her duties. The president shall sign all
official correspondence and other instruments on behalf of the commission that are
consistent with the opinions or policy direction of the commission established by public
action.
(h/i)
Other duties of the president. The president shall perform other duties
incidental to the office of the president, as established from time to time by the Port of
Seattle commission.
6. Duties of the vice president.
(a) Succession to president. The vice president shall succeed the president for the
subsequent calendar year succeed to the office of president at the expiration of his or
her term as vice president. If he or she is unable to fill the office of president in the
calendar year following the completion of his or her term as vice president at that time,
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the commission shall elect another commissioner to serve as president. 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. The motion to elect a president under these circumstances may be offered
at any regular or special meeting.
(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 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. [Pursuant to Felleman's Amendment 8]
(c) Other duties of the vice president. The vice president shall perform other duties
incidental to the office of the vice president, as established from time to time by the
Port of Seattle commission.
7. Duties of the secretary.
(a) The secretary shall oversee the proper recording of official actions of the Port of Seattle
Commission and shall oversee the distribution, retention, and disposition of such
records as described in these bylaws. To carry out this responsibility, the secretary shall
coordinate with a commission clerk. The secretary shall present minutes for approval to
the commission and shall attest to the authenticity of approved minutes by signature.
When the secretary is physically absent, the presiding officer shall so attest.
(b) Other duties of the secretary. The secretary shall perform other duties incidental to the
office of the secretary, as established from time to time by the Port of Seattle
commission.
8. Duties of the commission clerk.
(a) There shall be a staff position to perform the duties of a commission clerk. The
commission clerk shall be supervised by the commission chief of staff. The work of the
commission clerk shall support the secretary as the officer responsible for overseeing
the recording of actions of the Port of Seattle Commission.
(b) Legal notices. Subject to authorization of the president, as described in Section 5, the
commission clerk shall ensure the posting, distribution, retention, and disposition of
port commission public meeting notices as may be required by law and these bylaws.
(c) Minutes. The commission clerk shall ensure the recording, distribution, retention, and
disposition of records of the official actions of the Port of Seattle Commission in
accordance with applicable law and best practices.

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(d) Catalogs and indices. The commission clerk shall ensure the collection and cataloguing
of policy directives and governance-related resolutions of the Port of Seattle
Commission. He or she shall coordinate with the office of the port's executive director
to ensure that policies and procedures promulgated by the executive leadership of the
port are regularly reviewed for conformity with such policy directives. The commission
clerk shall maintain such indices of the records of the port commission as are
considered appropriate to accommodate the normal course of business. At a minimum,
the commission clerk shall maintain indices of actions of the port commission contained
in its minutes, and the subject matter of adopted resolutions, policy directives, and
other formal motions.
(e) Record holder. The commission clerk shall be the record holder and custodian of the
commission's approved minutes, adopted resolutions, proclamations, formal motions,
policy directives, and Delegation of Responsibility and Authority to the Executive Director
(General Delegation of Authority). 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. The commission clerk also shall
be the record holder of certificates of election of port commissioners, commission
transparency pledges, lists of commissioner assignments to commission committees and
external boards and commissions, and secondary copies of commissioner oaths of office,
which shall be recorded with the King County recorder's office.
(f) Port seal. The commission clerk shall be the custodian of the official Seal of the Port of
Seattle and shall affix its impression on official instruments whenever required.
(g) Administration of oaths. The commission clerk shall be the ordinary administrator of
the oath of office for newly elected port commissioners as within the manner required
pursuant to RCW 29A.60.280, shall ensure the recording of such oaths with the King
County Recorder's Office, and shall provide other notarial services as required in the
regular course of business. If the commission clerk is not available to administer the
oath of office during the time period required pursuant to RCW 29A.60.280 or other
law, another official authorized to administer oaths pursuant to Chapter 5.28 RCW may
administer the oath, a copy of which shall be provided to the commission clerk for
submission to the recorder's office. The provisions of this section are intended to
ensure compliance with legal requirements and do not preclude additional public oathof-office ceremonies.
(h) Notice of adjournment. When circumstances prevent assembly of a quorum of port
commissioners at the scheduled place or time, the commission clerk shall call the
scheduled meeting to order exclusively for the purpose of adjourning to another time
or location and shall ensure the posting of a notice of adjournment as described
elsewhere in these bylaws.
(i) Public comment. When the public is invited to comment pursuant to the provisions of
law or these bylaws, the commission clerk shall assemble a list of speakers.

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(j) Roll-call votes. When a vote by roll call is required pursuant to the rules of order, the
commission clerk shall call the roll, announce the result to the presiding officer, and
record the votes so cast. The presiding officer shall announce the decision of the
commission on any motion.
(k) Parliamentarian. When questions of order arise, the commission clerk may advise the
presiding officer at the officer's discretion based on the commission's rules of order and
established parliamentary authority.
(l) Other duties of the clerk. The commission clerk shall perform other duties consistent
with the responsibilities of a municipal clerk as may be required from time to time.
(m) Delegation of duties. The duties of the commission clerk may be performed on a
temporary basis by a deputy commission clerk or suitable delegate, as circumstances
require.
Article IV - Meetings
1. Public meetings.
(a) All meetings of a quorum of port commissioners shall be open to the public as required
by law and these bylaws; provided deliberations may be closed to the public pursuant
to the exemptions provided for explicitly in state law and in accordance with the
procedures required by statute and these bylaws.
(b) Record of proceedings. A record of all actions of the port commission taken during its
public meetings shall be kept by the commission clerk and shall be made available to
the public in the form of minutes approved by the port commission. When the
commission has approved the minutes of a meeting, the minutes so approved shall
represent the sole, final, and considered determination of the commission as to the
actions contained therein, superseding all statements made by commissioners at the
meeting. Unless prevented by extenuating circumstances, regular meetings shall, and
special meetings may, be recorded electronically.
2. Quorum. A majority of the persons holding the office of port commissioner at any time
shall constitute a quorum of the port commission for the transaction of business. No
business of the port commission shall be transacted unless there are in office at least a
majority of the full number of commissioners fixed by law, except as otherwise may be
provided for by law. No action defined by statute as the transaction of the official business
of a public agency shall occur in the absence of a quorum. 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
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executive director or staff of the Port of Seattle in the same manner as are actions or
decisions of the port commission. [Pursuant to staff Amendment 12] 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.
3. Absences.
(a) Failure to attend port commission meetings The failure of a port commissioner to attend
port commission meetings for a period of 60 days, unless excused by the commission,
shall constitute a vacancy in office as described in RCW 53.12.140. When commissioners
are absent from meetings If a port commissioner is absent from port commission
meetings in order to attend to other port business, such absences shall be deemed
excused. Absences shall be noted in the meeting minutes as either "excused" or "absent."
(b) Remote participation. Commissioners shall attend public meetings of the Port of Seattle
Commission in person unless prevented from doing so by extenuating circumstances.
Commissioners who are unable to attend in person may participate in meeting
deliberations electronically or by telephone, provided the commissioner can interact in
deliberations and be heard can interact in the deliberations and can be heard by the
other commissioners and others attending the meeting. Commissioners participating in
a meeting in this manner remotely shall be counted for purposes of establishing a
quorum and shall vote on all matters put for a decision as long as they are present at
the time of the vote during the meeting. Except in cases of special meetings called to
deal with an emergency involving injury or damage to persons or property or the
likelihood of such injury or damage as described in RCW 42.30.080, at least one
commissioner shall be physically present to preside over a public meeting when other
commissioners are participating electronically or by telephone.
4. Regular meetings.
(a) Date, place, and time. Regular meetings of the Port of Seattle Commission shall be held
on the second and fourth Tuesdays of every month except December. In December,
regular meetings shall be held on the second and third Tuesdays. The meeting held on
the second Tuesday of the month shall be held at port headquarters at Pier 69, 2711
Alaskan Way, Seattle, Washington. When a regular meeting is held on the fourth
Tuesday of the month, it shall be held at the conference center at Seattle-Tacoma
International Airport, 17801 International Boulevard, Seattle, Washington. The meeting
held on the third Tuesday of December shall be held at the conference center at
Seattle-Tacoma International Airport, 17801 International Boulevard, Seattle,
Washington. Regular public meetings shall be convened at 12:00 noon. When an
executive session is to be held, the regular meeting may convene at 11:00 a.m. and
shall immediately recess to an executive session that shall be closed to the public, after
which the public session shall reconvene at 12:00 noon. When a regular meeting falls on
a holiday, such regular meeting shall be rescheduled as soon as possible thereafter.
Regular public meetings held pursuant to the schedule described in this section shall
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not require additional publication of notice; however, notice similar to that provided for
special meetings may be provided for regular meetings.
(b) Cancellation. Regular or special meetings may be cancelled by authorization of the
president or by written request of a majority of the membership of the commission. Such
a request shall be provided to the president and the commission clerk at least 25 hours in
advance of the scheduled convening time of the meeting to be cancelled. The
commission clerk shall issue notice of such cancellations no later than 24 hours in
advance of the scheduled convening time pursuant to the same procedures required for
notice of special meetings. Meetings requiring cancellation less than 24 hours in advance
of the scheduled convening time due to extenuating circumstances shall be convened at
the scheduled time and immediately adjourned as otherwise provided for in this section.
5. Order of business for regular meetings.
(a) The order of business for regular meetings shall be as follows, subject to the conditions
specified in this section:
Call to Order
Executive Session
Approval of the Agenda
Executive Director's Report
Public Comment
Unanimous Consent Calendar
Special Orders
Authorizations and Final Actions
Presentations, Reports, and Staff Briefings
Questions on Referral to Committee
Adjournment
(b) Call to order. At the time specified by notice or these bylaws, the presiding officer shall
call the meeting to order, announce the date, location, and convening time, and
announce the presence of those commissioners constituting a quorum. When using the
regular order of business, upon establishing a quorum, the presiding officer shall
announce any absences and shall lead the commissioners and public assembled in
reciting the Pledge of Allegiance to the Flag before continuing with other public
business.
(c) Executive session. An executive session closed to the public may be held as described
elsewhere in these bylaws for the purposes permitted by state law. When an executive
session is held prior to transacting public business pursuant to the procedures in these
bylaws, the commission shall reconvene in public session and may again recess into
executive session as provided for by law.
(d) Approval of the agenda. Following convening of the public session of a meeting using
the regular order of business, the presiding officer shall call for approval of the day's
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agenda by putting the question for the revision of the proposed agenda. If any
commissioner objects to the day's agenda, the commissioner shall offer an amendment
to add to, remove from, or reorder items on the preliminary agenda. If there are no
amendments offered for the day's agenda, the proposed agenda shall be deemed
approved without objection. Any commissioner present at the time of approval of the
agenda may remove an item from the consent calendar for separate consideration and
vote. Removal of an item from the consent calendar by a commissioner shall not
require a vote of the other commissioners attending the meeting unless the proposal is
to remove the item from the day's agenda altogether. Any other amendments to the
agenda shall be decided in the order moved and shall require a second to be
considered. The approved agenda, including any successful amendments, shall
constitute the specific order of the day. Upon approval of the agenda, proposed
motions requesting commission approval or authorization on the agenda shall be
considered filed with the commission clerk, in the possession of the commission, and
shall not be withdrawn or amended except by a vote of a majority of the membership.
Further changes to the approved agenda may be made later in the meeting and shall
require a two-thirds vote for passage. Items consideration. Final actions shall not be
added to the agendas of special meetings at the time of approval of the agenda.
(e) Executive director's report. The executive director may make a brief report and
announcements to the commission on matters relevant to commission deliberations
prior to consideration of the orders of the day.
(f) Public comment. The commission may accept public comment at a regular or special
meeting and shall accept public testimony during public hearings and at other times as
required by law. Submission of written comment to the commission shall be
encouraged.
(g) 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 already been introduced on a prior day, and do not require a
public hearing or amendment. 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.
(h) Special orders. Special orders of business are items designated to be considered at a
particular time in the orders of the day. Special orders of business shall be listed on the
day's agenda and may include presentations or recognitions of a ceremonial nature,
stakeholder engagement sessions, policy roundtables, public hearings, or any actions
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the commission chooses to take up at a special time on its agenda.
(i) Authorizations and final actions. Requested authorizations and other final actions
requiring a decision by the commission shall be listed on the day's agenda and shall be
considered in their regular order. Authorizations and final actions laid on the table may
be taken from the table by a vote of a majority of the membership during the same
session or shall become special orders of business at the next regular meeting of the
commission or at the meeting specified in the motion to lay on the table.
(j) Presentations, reports, and staff briefings. Presentations not requiring immediate final
action shall be considered during the order of presentations, reports, and staff
briefings. Final action may be taken on such matters by a majority vote of the
membership only when all commissioners are present to participate or participating
remotely in the meeting.
(k) Questions on referral to committee. Matters referred to committees for
recommendation in advance of public consideration by the commission may be
discharged from committee pursuant to the provisions of Article V.
(l) Adjournment. Provided there is no further scheduled business to transact, the
commission shall adjourn without the need for a motion for adjournment.
6. Special meetings.
(a) Any meeting held at a time or location other than as described for a regular meeting
pursuant to these bylaws constitutes a special meeting of the Port of Seattle
Commission. Special meetings may be called at any time by the president or a majority
of the membership of port commissioners, provided notice is issued by the commission
clerk in the manner prescribed by law not later than 24 hours in advance of the
convening time of a special meeting. The date, time, and location for convening such
meetings shall be described in the notice for the special meeting as required pursuant
to Chapter 42.30 RCW. The call for a special meeting shall include a description of the
business to be transacted during the special meeting and final action shall not be taken
on any other matter at such meeting. A special meeting may follow the order of
business prescribed for a regular meeting.
(b) Waiver of notice. Written notice issued at least 24 hours in advance of convening a
special meeting shall not be required when a special meeting is called to deal with an
emergency involving injury or damage to persons or property as described in
RCW 42.30.080. The requirement to issue written notice at least 24 hours in advance of
convening a special meeting may be dispensed with in the case of any commissioner
who files with the commission clerk a written waiver of notice prior to the convening of
such meeting. Such written notice may also be dispensed with as to any commissioner
who is actually present at the time of convening the special meeting. The written waiver
of notice shall include the commissioner's signature or similar authentication and shall
state the date, time, location, and description of the business to be transacted at the
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special meeting. The commission clerk shall provide forms for executing notice waivers.
(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. [pursuant to staff's Amendment 3]
(d) Special meetings called by a quorum of commissioners. When a majority of the
membership of the commission calls a special meeting, the commissioners calling the
meeting shall notify the president and commission clerk in writing of their intention to
convene the special meeting. The written request shall indicate the place and time for
convening the special meeting and a description of the business to be transacted. This
information shall be included in the notice for the special meeting pursuant to the
notice requirements of law and these bylaws. Final action shall not be taken on any
other matter at such meeting. Such a written notification to call a special meeting by a
majority of the membership of the commission shall be delivered to the commission
clerk at least 25 hours prior to the convening time of such a special meeting. No special
meeting called pursuant to the procedures in these bylaws shall commence earlier than
24 hours after the time of posting of the required meeting notice.
(e) Special meetings; community engagement. At least twice every year, the commission
shall hold special meetings for the purpose of engaging the public in the consideration
of matters relevant to the work of the Port of Seattle. The meeting locations, times, and
agendas shall be appropriate to the intended participants and shall comply with
applicable law and these bylaws.
7. Adjournment or continuation of a public meeting. Regular and special meetings may be
adjourned or continued pursuant to the notice requirements of Chapter 42.30 RCW. When
a meeting is so adjourned and provided members of the public are present at the time of
the adjournment or continuation, the presiding officer or the commission clerk shall
announce the place and time to which the meeting is to be adjourned or continued. An
order of adjournment shall be posted on or near the door of the room where the meeting
was adjourned or continued immediately following the announcement of adjournment or
continuation. If no members of the public are present at the time the meeting is adjourned
or continued, the announcement may be dispensed with and a copy of the order shall be
posted as described here.
8. Executive sessions.

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(a) Executive sessions shall be closed to the public pursuant to the limitations imposed by
state law, including but not limited to the Open Public Meetings Act, Chapter 42.30
RCW. No final actions shall be taken during an executive session. Executive sessions
may be held only during a regular or special meeting of the port commission and may
be held at any time following convening of the public meeting in accordance with the
procedures required by statute and described in these bylaws.
(b) 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. [Pursuant to Gregoire's
Amendment 5]

(b/c)
Recessing to executive session; public present. The following procedure shall
apply when an executive session is conducted prior to transacting the other business of
a regular or special meeting and when the public is present in the scheduled location of
the public meeting. A quorum of port commissioners shall assemble at the location of
the executive session. Once the required quorum is present and the published time for
convening the regular or special meeting has arrived, the presiding officer and the
commission clerk shall meet in the scheduled location of the public meeting and the
presiding officer shall call the meeting to order. If the required quorum of
commissioners is present at the location of the executive session but not immediately
present in the scheduled location of the public meeting, the presider shall announce
that such a quorum is present. The presiding officer shall announce the number of
topics to be discussed in executive session and identify them sufficiently to establish
their legal exemption from public deliberation. The announcement shall provide an
estimate of the time at which the public session will reconvene, and the public meeting
will then immediately stand in recess. The time announced for reconvening the special
or regular meeting shall not be earlier than the time otherwise published for
commencement of the public session of such a regular or special meeting in accordance
with the notice requirements of Chapter 42.30 RCW.
(c/d)
Recessing to executive session; public not present. The following procedure shall
apply when an executive session is conducted prior to transacting the other business of
a regular or special meeting and when the public is not present in the scheduled
location of the public meeting. A quorum of port commissioners shall assemble at the
location of the executive session. Once the required quorum is present and the
published time for convening the regular or special meeting has arrived, the
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commission clerk shall notify the presiding officer that there are no members of the
public assembled in the scheduled location of the public meeting, and the
announcement procedures of subsection (c) above may be dispensed with. Under these
circumstances, a notice listing the matters to be discussed in executive session and
noting the applicable legal exemptions from public deliberation shall be posted on or
near the door of the scheduled location of the public meeting. This notice shall include
the time previously published for reconvening of the public session of the regular or
special meeting as required under Chapter 42.30 RCW.
(d/e)
Extension of executive session. The following procedure shall apply when an
executive session is conducted prior to transacting other public business of a regular or
special meeting and the length of the executive session requires extension by more
than five minutes. The presiding officer shall return to the public meeting room and
announce, or may designate the commission clerk to announce, the extension of the
executive session pursuant to the requirements of Chapter 42.30 RCW. The
announcement of extension shall include a revised time for reconvening the public
session, and a quorum of commissioners shall not reconvene the public session at a
time earlier than so announced. When an executive session is so extended, a revised
notice listing the updated time for reconvening the public session, the matters to be
discussed in executive session, and the applicable legal exemptions from public
deliberation shall be posted on or near the door of the scheduled location of the public
meeting.
Article V - Committees
1. The commission may at any time establish such standing or special committees as it deems
necessary for the transaction of business. Except as otherwise prescribed in these bylaws,
the composition and leadership of committees shall be determined by the president. To
ensure compliance with Chapter 42.30 RCW and other applicable law related to open public
meetings, committees shall include not more than two commissioners and the presence of
both commissioners shall be required to establish a quorum for the purpose of conducting
the committee's business. Additional committee members may be appointed from among
port staff, public stakeholders, or subject matter experts, as appropriate to the scope of the
work of the particular committee. Non-commissioners on a committee shall not be counted
for purposes of establishing a quorum and shall not vote on any question put to the
committee.
2. Charter required. Every committee of the port commission shall be established by adoption
of a charter that shall include the following information:
(a) The name of the committee;
(b) Whether meetings of the committee shall be open to the public;
(c) If applicable, a schedule of regular committee meetings;
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(d) The scope of the committee's work;
(e) The extent to which the committee is legally authorized to act on behalf of the
commission;
(f) Whether the committee is authorized to hold public hearings or other public
engagement activities;
(g) The duration of the committee's work; and
(h) Specific outcomes or recommendations expected of the committee in the conduct of its
business; and
(i) Which staff of the Port of Seattle Commission shall support the committee's work.
[Pursuant to Amendment 14 (Bowman comments)]

3. Committee membership. As noted in Article III above As noted elsewhere in these bylaws,
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. Care shall be taken during the consultation process to comply with
legal requirements applicable to open public meetings. The deadline for responding
may be extended by consultation with the vice president.
(c) Having in mind those considerations 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.

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(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
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. [Pursuant to Amendment 15 based on Bowman comments]
(f) Assignments to committees of the port commission 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.
4. Standing committees. The charter for a standing committee shall be adopted by resolution,
and such resolution shall add such committee to the list of standing committees included in
these bylaws. Standing committees shall conduct their business in meetings open to the
public with notice provided pursuant to Chapter 42.30 RCW and the notice requirements of
these bylaws. The standing committees of the Port of Seattle Commission are the following:
(a) Audit Committee
5. Special committees. Special committees are those committees established at any time by
the commission which have a limited purview and limited duration of existence. The
charter of a special committee shall be adopted by a formal written motion and shall
include the classes of information specified for inclusion in any committee charter as
described in these bylaws. A special committee legally empowered to act on behalf of the
commission, conduct hearings, or take testimony or public comment shall conduct its
business in meetings duly noticed and open to the public. Special committees need not
meet in public session when their membership is less than a quorum of commissioners and
they are not legally authorized to act on behalf of the commission as described above.
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
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a different committee or place it on the agenda for commission consideration at an
appropriate time. [Pursuant to staff's Amendment 2]
7. Attendance at committees by additional commissioners. Because the presence of three or
more commissioners at any meeting results in the assembly of a quorum of the port
commission, commissioners shall refrain from attending committees to which they are not
assigned. When circumstances compel attendance of more than two commissioners at a
meeting of a standing or select committee, the additional commissioner(s) planning to
attend shall notify the commission clerk in writing of their intention to attend the meeting.
Notice to the commission clerk shall be provided at least 25 hours in advance of the time
set for convening the meeting. The commission clerk shall provide public notice of the
committee meeting where a quorum of commissioners will be present pursuant to the
requirements of law and these bylaws.
8. Record of committee proceedings and recommendations. Standing and special committees
shall keep records of actions taken and assigned during their deliberations and of final
recommendations made to the commission. These records shall be prepared by the staff
person identified in the committee's charter as its committee's staff coordinator and shall
be authenticated by the signature of the committee chair. The commission clerk shall be
the record holder for these records and shall make them available for public review. Final
recommendations of standing or special committees shall be placed on the agenda of a
commission public meeting as soon as practicable and may be discussed by the commission
in public session. Unless prevented from doing so by extenuating circumstances, standing
committees shall record their deliberations electronically.
Article VI - Rules of Order
1. Parliamentary authority. The rules contained in the current edition of Robert's Rules of
Order Newly Revised shall govern the commission in all cases to which they are applicable
and in which they are not inconsistent with these bylaws and any special rules of order the
commission may adopt.
2. Voting.
(a) It shall be the responsibility of each commissioner to vote on all questions put for
action. Commissioners may abstain for any stated reason and shall recuse themselves
when appropriate to do so because of the appearance of a conflict because of the
potential of a conflict of interest or because of an actual conflict of interest.
Commissioners shall announce their reasons for abstaining or recusing themselves from
consideration of a matter pursuant to the requirements of these bylaws. Abstentions
are neither "yeas" nor "nays" and shall not be counted as part of the vote of the
commission. Commissioners who abstain from the consideration of a matter because of
the appearance of a conflict because of the potential of a conflict of interest or because
of an actual conflict of interest shall be subject to rules pertaining to recusal described
in Article II, Section 5.
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(b) Motion required. The commission shall transact its business only by motion made by
any commissioner, including the presiding officer, participating in a public meeting. 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. Motions shall be decided by the
vote prescribed by law, these bylaws, or applicable parliamentary authority or these
bylaws. The decision of the commission shall be announced by the presiding officer.
Only instructions actions in the form of a motion adopted by the required vote shall be
binding on the executive director or other agents of the Port of Seattle and staff of the
Port of Seattle as actions or decisions of the port commission.
(c) Motions to be seconded. Motions shall require a second to be considered, unless
exempt from the need for a second by the adopted parliamentary authority or the
provisions of these bylaws.
(d) Majority vote. In all cases where a majority vote is required for passage of any question,
it shall require an affirmative vote of a majority of the commission's membership to
pass.
(e) Voting procedure. A vote by voice shall be sufficient for the passage of any matter,
provided any commissioner may call for a vote by roll call as described in Article III,
Section 8. Votes shall be indicated by "yea" for approval or "nay" for objection.
(f) Unanimous consent. The commission may act by unanimous consent when support for
passage of an action is clearly unanimous it is the presiding officer's opinion that there
is general approval for it among commissioners. In such cases "yeas" and "nays" need
not be called for, provided the presider calls for objections and no objections are
voiced. Actions taken by unanimous consent are decisions of the commission. The
outcome of an action taken by unanimous consent shall be announced by the presider
and shall be recorded in the minutes as taken "without objection." A single objection to
action by unanimous consent shall put the question to a voice vote, or, if requested by
any commissioner, a roll-call vote.
3. [intentionally left blank]
4. Excusing absences. Those commissioners announced by the presider as excused shall be
deemed excused by unanimous consent of the commissioners present provided there is no
objection. Upon receipt of an objection to a commissioner's status as excused or absent,
the presider may correct his or her previous announcement. If there is a further objection
or if there is any confusion as to the subject commissioner's status as excused or absent,
the presider shall put the question for approval to record the subject commissioner as
excused.
5. 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
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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. [Pursuant to Gregoire's
Amendment 4]

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.
An amendment may be adopted by unanimous consent pursuant to the voting procedures
of these bylaws provided the amendment is submitted in writing. 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.
6. Resolutions.
(a) The port commission shall take action by resolution for actions that are required by law
to be in resolution form; that repeal or amend actions previously taken by resolution;
that establish or revise policy directives or governance structures; or that are actions of
a legislative character, as defined by law and below.
(b) Form of resolutions. Resolutions shall be consecutively numbered and shall include the
following components:
(i) A title representative of the resolution's intent with reference to all prior
resolutions amended or repealed;
(ii) A preamble of "whereas" clauses stating the rationale for the action to be taken;
(iii) A "resolved" clause organized into sections as needed and asserting the proposed
action; and
(iv) A section indicating the date of public adoption with places to affix signatures and
the impression of the port seal.
The commission clerk shall maintain a form for drafting of resolutions as approved for
use by legal counsel.
(c) Matters of a legislative character. For the purposes of this section, "actions of a
legislative character" shall include interagency agreements requiring the corresponding
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governmental entity to adopt the interagency agreement by ordinance or take similar
legislative action as required by law.
(d) A resolution shall be introduced and adopted by separate votes on the introduction of
the resolution and the adoption of the resolution. No resolution shall be adopted on the
same day upon which it is introduced, except by unanimous consent of all
commissioners as described in these bylaws. Once a motion for introduction of a
resolution has been made or a resolution has been introduced through filed by its
inclusion on an approved agenda, it shall be modified only by amendment.
Commissioners may give their consent to adopt a resolution on the same day it is
introduced in person at the meeting during which final passage of the resolution is
sought or, in the case of commissioners absent from such meeting, by advance written
consent. Written consent for a vote on final passage of a resolution at the same
meeting as its first introduction shall include the resolution number or series of
numbers, a brief description of the resolution(s), the date of the meeting for which such
consent is given, and the name and signature or similar authentication of the
commissioner giving consent. Such written consent shall be included in the record of
the meeting for which the written consent concerning the resolution(s) is granted.
(e) The commission clerk shall provide a form for the giving of consent to adoption of a
resolution on the same day it is introduced.
(f) 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.
The commission clerk shall maintain records of adopted resolutions as described in
these bylaws.
7. Written motions. Motions that are not procedural in nature shall be submitted in writing
for consideration by the commission. Written motions shall include action requests
submitted in a commission agenda memorandum and attached to an approved agenda;
ceremonial proclamations as described in Section 8 of this article; and amendments to main
questions documented on forms provided for that purpose. The commission clerk shall
keep a record of adopted formal motions of the Port of Seattle Commission, which shall be
sequentially numbered; shall include a brief title and text of the motion and may include a
statement in support of the motion; and shall be indexed and made available for public
review.
8. Proclamations. The commission may from time to time take actions of a ceremonial nature
by proclamation. Adopted proclamations shall be signed by the commission president and
shall have the port seal affixed.
9. Limitation on debate. As a board of less than twelve members, the Port of Seattle
Commission may allow any commissioner to speak multiple times on any subject under
consideration. Before a commissioner speaks twice on the same subject, the other
commissioners shall have an opportunity to speak on that subject in turn. A motion to limit
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debate may be made. The motion shall stipulate the amount of time to which
commissioner comment will be limited and requires a two-thirds vote for passage.
10. Order and decorum. The presiding officer shall be responsible for maintaining order and
decorum during public meetings. Commissioners shall address motions and procedural
inquiries to the presiding officer and may address staff and guest presenters directly during
consideration of a particular matter, provided they have been recognized by the presider.
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 [Pursuant to Amendment 17 based on Bowman/Felleman comments] to the matter at
hand, avoiding personalities, vulgarity, insults, inflammatory language, comment about
others' motives, criticism of past actions, and other comments not germane to the
discussion of the matter at hand. During a public meeting or hearing, commissioners shall
refrain from engaging in dialog with speakers offering public comment, but may request
further information or consultation from the presiding officer or appropriate staff
representative on a topic raised during comment.
11. Rules governing public comment.
(a) Persons wishing to address the commission shall sign up to testify comment on lists
provided by the commission clerk and shall identify the specific agenda item or subject
to be addressed. Recorded comment and the identity of speakers shall be public
records subject to the disclosure requirements of Chapter 42.56 RCW. The names of
speakers shall be recorded in the minutes of the public meeting.
(b) The time allotted for public oral comment shall be limited to a total of 45 minutes,
unless extended at the commission's discretion. The presiding officer may limit the time
allotted to each person, may limit the number of persons speaking on any topic, may
limit the time allotted to any topic, may limit oral comment to those with new
information to present, or may otherwise limit oral comment in the interest of order
and decorum, subject to the will of the commission.
(c) Testimony related to a public hearing shall be heard during the corresponding public
hearing, which shall be listed on the day's agenda. The commission may accept further
oral public comment at other times on the agenda as deemed appropriate by consent
of a majority of the membership.
(d) Persons providing oral public comment shall approach the podium or testimony table
when recognized by the presiding officer and shall use the microphones provided. Each
speaker shall repeat his or her name for the record, shall identify the agenda item or
subject to be addressed, and shall address remarks to the commission as a body.
(e) Disruptions of commission public meetings are prohibited. Disruptions include but are
not limited to the following:
(i) Refusal of a speaker to comply with the allotted time set for the individual speaker's
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(ii)
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(vii)

public comment;
Outbursts from members of the public who have not been recognized by the
presiding officer for public comment;
Delaying the orderly conduct or progress of the public comment period, including
interfering with the testimony of others;
Directing remarks to the audience;
Holding or placing of a banner or sign in the commission meeting room in a way that
endangers others or obstructs the free flow of persons attending the commission
meeting;
Leaving the podium or testimony table to physically approach commissioners or
staff during one's public comment, provided that speakers may offer written
materials to the commission clerk for distribution before, during, or after their
testimony to commissioners and may approach the commission clerk to ask
questions or for direction;
Any behavior that disrupts, disturbs, or otherwise impedes attendance at a
commission public meeting.

(f) 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, [Pursuant to staff Amendment 13] 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 disruption, commissioners and staff shall leave the meeting room until the
meeting is reconvened.
12. Questions for which objection requires offering of an amendment. As noted in these
bylaws, the following are motions that are normally decided by unanimous consent and
which require that objection be accompanied by the offering of an amendment to the main
question:
(a) Approval of the agenda. The form for the question for approval of the agenda shall be
put as a call for revisions to the preliminary agenda as proposed, followed by a brief
pause. Objection shall take the form of an amendment to add to, remove from, or
reorder items on the preliminary agenda.
(b) Excusing absences. The form for excusing absences shall be put as an announcement of
those present, absent, and excused, followed by a brief pause. Objection shall take the
form of an amendment to the presiding officer's announcement. 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."
(c) Approval of the minutes. Minutes typically shall be included on the unanimous consent
calendar. When removed from the consent calendar for separate consideration, the
question shall be on approval of the minutes as proposed and circulated to
commissioners in advance. Objection shall take the form of the offering of an
amendment to correct the record contained in the minutes as proposed. All
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commissioners present at the time of the vote to approve the minutes and any
amendments offered to the proposed minutes shall vote on the question put,
regardless of their presence or absence from the meeting for which the subject minutes
have been prepared.
13. Questions requiring unanimous consent of all commissioners. As noted elsewhere in these
bylaws, the following motions require unanimous consent of the membership, whether
present or absent, and an objection has the effect of defeating the question:
(a) [intentionally left blank]
(b) Motion to allow adoption of a resolution on the same day it is introduced, as described
in Article VI, Section 6.
14. The waiver of any rule contained in these bylaws shall require either an affirmative vote of
two-thirds of those voting or the vote explicitly stipulated in these bylaws, whichever is
more restrictive.
Article VII - Amendment of Bylaws
1. Amendment by resolution. These bylaws may be amended by the commission at any
regular or special meeting by resolution duly adopted.
2. Publication. The commission clerk shall revise the bylaws to reflect amendments made
from time to time, shall record a history of revisions to the bylaws, shall make the bylaws
available for public review, and shall maintain an index to the content of the bylaws.
3. At least once every three years, the commission shall refer the bylaws to a governance an
appropriate committee for review and recommendation as to any needed revisions.

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