Resolution No. 3772 – Amendment of Commission Bylaws Page 1 of 10

RESOLUTION NO. 3772

A RESOLUTION of the Port of Seattle Commission amending Resolution Nos. 3761,

3742, 3744, and 3754, regarding bylaws governing the

organization and transaction of business of the Port of

Seattle Commission.

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, Roberts Rules of Order, Newly Revised, continues to be the adopted

parliamentary authority of the Port of Seattle Commission; and

WHEREAS, the commission has decided to revise its bylaws to provide clarity, improve

transparency, and better align its special procedural rules with the goals and priorities of the

port commission;

NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of Seattle as

follows:

SECTION 1.

The following substantive amendments to the commission’s bylaws are hereby adopted:

Article III, Section 5. Insert a new subsection (h) as follows and renumber the remaining

subsections:

Travel Coordination. For the purpose of port policies on reimbursement of acceptable

travel and business expenses, the president shall be responsible for administering all

domestic and international travel of port commissioners. Administrative approval shall

be in the form of a memorandum issued or revised in advance of the subject travel. It

shall list the number of commissioners traveling and the dates and destinations of travel.

The memorandum will apply to a range of dates and may be revised as necessary. An

appropriate port official may be delegated administrative approval tasks related to

travel reimbursement pursuant to the terms of the travel memorandum and port policy.

Commissioners shall submit information about planned domestic and international

travel to the president at least 14 days before the start of the trip. The president shall

coordinate commissioner travel to ensure that travel opportunities are equitable and

consistent with the interests of the Port of Seattle and individual commissioners.

Item Number: 7c_reso

Meeting Date: March 10, 2020

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Article IV, Section 4(a). Amend the first, second, and fifth sentences to read as follows:

Regular meetings of the Port of Seattle Commission shall be held on the second and

fourth Tuesdays of every month except August and December. In August and December,

regular meetings shall be held on the second and third Tuesdays.… The meeting held on

the third Tuesdays of August and December shall be held at the conference center at

Seattle-Tacoma International Airport, 17801 International Boulevard, Seattle,

Washington.

Article IV, Section 4(a). Amend the seventh sentence to read as follows:

When an executive session is to be held, the regular meeting may convene at 10:30 a.m.

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.

Article IV, Section 5(a). Delete “Executive Director’s Report” and insert instead the following:

Reports of the Executive Director and Committees

Article IV, Section 5(d). From the fifth sentence, amend the section to read as follows:

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 a require a second to be considered, and shall be

decided by a vote of a majority of the membership. The approved agenda, including any

successful amendments, shall constitute the specific order of the day. Upon approval of

the agenda, the proposed motions requesting commission approval or authorization on

it the agenda shall be considered filed with the commission clerk and, in the possession

of the commission, and these shall not be withdrawn or amended prior to adoption except

by the required 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

consideration. Final actions shall not be added to the agendas of special meetings at the

time of approval of the agenda.

Article IV, Section 5(e). Amend the subsection to read as follows:

Reports of the Executive director and committees ’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. During the

same order of business, committee staff liaisons or their delegates may report on recent

committee activities.

Article IV. Insert the following new Section 9:

Study Sessions. Study sessions are special public meetings held for the purpose of close

consideration and informal discussion of any matter by commissioners. These meetings

are open to the public pursuant to law and these bylaws. Study sessions may be held

without electronic recording or invitation of public comment, as appropriate to the

subject matter. No final actions shall be taken at a meeting described as a study session

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in its published notice under Chapter 42.30 RCW.

Article IV. Insert the following new Section 10:

Public Hearings.

(a) Public hearings are defined by law and are characterized by an obligation to allow

the public to testify on matters that may be legislative or quasi-judicial in nature.

Public hearings shall be held when required by law and when required shall be

held as part of a regular or special public meeting and shall be included on the

meeting agenda.

(b) At the commission’s discretion, special opportunities for public comment may be

provided, even when a public hearing is not legally required. Such engagement to

obtain public comment may be described on a meeting agenda as a “public

hearing.”

be as follows:

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The matter to be considered shall be announced.

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The presiding officer shall entertain a motion and second for

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consideration of the matter.

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Prior to taking a vote, the presiding officer shall declare the public hearing

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open.

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There may be a presentation on the matter and discussion by

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commissioners.

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The presiding officer shall call for public testimony.

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Following public testimony, there may be further discussion by

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commissioners.

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The presiding officer shall declare the public hearing closed and proceed

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to the vote on final action.

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Article V, Section 2. After “adoption of a charter” insert the following:

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informed by the commission’s strategic priorities and workplans and

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Article V, Section 3. Insert after the last sentence the following:

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Commissioners shall not serve more than two consecutive years on the same standing or

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special committee.

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Article V, Section 4. Amend the section to read as follows:

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Standing committees. The charter for a standing committee shall be adopted by

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resolution, and adoption of such resolution shall add such the committee to the list of

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standing committees included in these bylaws. Standing committees shall conduct their

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business in meetings open to the public with notice provided pursuant to Chapter 42.30

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RCW and the notice requirements of these bylaws. The standing committees of the Port

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of Seattle Commission are the following: (a) Audit Committee

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Article V, Section 5. Amend the section as follows:

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Special committees. Special committees are those committees established at any time

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by the commission which that have a limited purview and limited duration of existence.

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The charter of a special committee shall be adopted by a commission order formal

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written motion and shall include the classes of same kind of information specified for

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inclusion in any prescribed for other committee charters as described in under these

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bylaws. A special committee legally empowered to act on behalf of the commission,

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conduct hearings, or take testimony or public comment shall conduct its business in

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meetings duly noticed and open to the public. Special committees need not meet in

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public session when their membership is less than a quorum of commissioners and they

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are not legally authorized to act on behalf of the commission as described above.

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Article V, Section 8. Amend the last sentence as follows:

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The charter of a standing committee may require it to electronically record its

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deliberations Unless prevented from doing so by extenuating circumstances, standing

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committees shall record their deliberations electronically.

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Article V. Insert the following new Section 9:

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Workplans.

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(a) Standing committees shall adopt annual workplans that list the activities or

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specific, measurable tasks by which the committee will implement its charter.

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Annual workplans shall be presented to the commission in public session prior to

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their adoption by a standing committee.

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(b) The work of special committees may be subject to workplans as described above

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adopted by the port commission, as needed. Because special committees have

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limited purview and duration, the scope defined in the committee’s charter may

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be deemed sufficient.

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Article VI, Section 4. Amend the first five sentences as follows:

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Amendment of questions. Once a motion has been made or a requested action filed by

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virtue of its inclusion on an approved agenda, it shall be modified prior to adoption only

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by amendment. Any commissioner, including the presiding officer, may offer an

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amendment to a question that is subject to amendment. Amendments other than simple

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amendments to procedural motions shall be offered in writing and their content

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repeated by the presiding officer prior to taking a vote on the amendment as a subsidiary

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question. Amendments filed in writing with the commission clerk at least 24 hours prior

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to the convening of the public meeting during which they are intended to will be offered

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shall require a majority vote of the membership for passage. Amendments offered less

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than 24 hours prior to the convening of the public meeting during which they are

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intended to will be offered shall require a vote of two-thirds of the membership for

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passage.

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Article VI, Section 5(d). From the third sentence, amend the section to read as follows:

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Once a motion for introduction of a resolution has been made or a resolution has been

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filed by its inclusion on an approved agenda, it shall be modified prior to adoption only

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by amendment. Commissioners may give their consent to adopt a resolution on the

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same day it is introduced in person at the meeting during which final passage of the

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resolution is sought or, in the case of commissioners absent from such meeting, by

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advance written consent. Written consent for a vote on final passage adoption of a

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resolution at the same meeting as its first introduction shall include the resolution

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number or series of numbers, a brief description of the resolution(s), the date of the

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meeting for which such consent is given, and the name and signature or similar

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authentication of the commissioner giving consent. Such written consent shall be

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included in the record of the meeting for which the written consent concerning the

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resolution(s) is granted.

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Article VI, Section 6. Amend the section to read as follows:

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Written motions. Motions that are not procedural in nature shall be submitted in writing

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for consideration by the commission. Written motions shall include action requests

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submitted in a commission agenda memorandum and attached to an approved agenda;

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ceremonial proclamations as described in Section 8 of this article; and amendments to

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main questions documented on forms provided for that purpose.

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Commission Orders. The commission may adopt formal, written motions known as

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“commission orders.” Commission orders may address subjects of limited applicability or

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duration and shall not be used to adopt policy or governance direction of indefinite

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duration. Commission orders shall be used to adopt special committee charters as

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described in Article V. The commission clerk shall keep a record of adopted formal

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motions commission orders of the Port of Seattle Commission, which shall be

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sequentially numbered; shall include a brief title and text of the motion and order; may

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include a statement in support of the motion order; and shall be indexed and made

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available for public review.

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Article VI, Section 2(b). Amend the subsection to read as follows:

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Motion required. The commission shall transact its business only by motion made by any

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commissioner during a public meeting, including the presiding officer, participating in a

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public meeting. Motions shall be decided by the vote prescribed by law or these bylaws.

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The decision of the commission shall be announced by the presiding officer. Only actions

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in the form of a motion adopted by the required vote shall be binding on the executive

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director and staff of the Port of Seattle as actions or decisions of the port commission.

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Nonprocedural motions shall be submitted in writing for consideration by the commission.

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Motions of this kind shall include action requests submitted in a commission agenda

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memorandum and attached to an approved agenda; commission orders as described in

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Section 6 of this article; ceremonial proclamations as described in Section 8 of this article;

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and amendments to main questions documented on forms provided for that purpose.

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Article III, Section 8(d). Amend the last sentence as follows:

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At a minimum, the commission clerk shall maintain indices of actions of the port

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commission contained in its minutes, and the subject matter of adopted resolutions,

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policy directives, and commission orders as described in Article VI, Section 6 other formal

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motions.

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Article III, Section 8(e). Amend the first sentence as follows:

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The commission clerk shall be the record holder and custodian of the commission’s

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approved minutes, adopted resolutions, proclamations, commission orders formal

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motions, policy directives, and Delegation of Responsibility and Authority to the

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Executive Director (General Delegation of Authority).

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Article VI, Section 9. Amend the section to read as follows:

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Order and decorum. The presiding officer shall be responsible for maintaining order and

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decorum during public meetings. Commissioners shall address motions and procedural

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inquiries to the presiding officer and may address staff and guest presenters directly

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during consideration of a particular any matter, provided they have been recognized by

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the presider presiding officer. All persons speaking during consideration of any matter,

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including commissioners, staff, and members of the public, shall limit remarks to the

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matter at hand, avoiding personalities, vulgarity and shall refrain from reference to

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personal traits, insults, inflammatory language, threats, abusive or harassing behavior

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including but not limited to obscene language and gestures, and other nongermane

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comments and actions not germane to the discussion of the matter at hand. During a

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public meeting or hearing, commissioners shall refrain from engaging in dialog with

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speakers offering public comment but may request further information or consultation

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from the presiding officer or appropriate staff representative on a topic raised during

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comment.

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Article VI, Section 10(a). Insert the following after the first sentence:

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Comments shall be limited to topics related to the conduct of port business.

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Article VI, Section 10. Insert a new subsection (b) as follows and renumber the subsequent

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subsections:

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(b) Written materials related to public comment or submitted in lieu of public comment

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by persons not present at the meeting may be attached to the meeting record at the

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commission’s discretion.

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Article VI, Section 10(b) [to be renumbered 10(b)]. Amend the first sentence as follows:

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The time allotted for public oral comment shall be limited to a total of 60 45 minutes,

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unless extended at the commission’s discretion.

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Article VI, Section 10(e) [to be renumbered 10(f)]. Insert new paragraphs (i) and (ii) as follows

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and renumber the subsequent paragraphs:

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(i) Refusal of a speaker to limit remarks to topics related to the conduct of port business;

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(ii) Threats and abusive or harassing behavior including but not limited to obscene

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language and gestures;

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Article VI, Section 10. After subsection (e) [to be renumbered (f)] insert a new subsection (g) as

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follows and renumber the subsequent subsections:

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(g) Warning and censure. If a meeting is interrupted by a disruption as provided in this

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section, the presiding officer shall notify the speaker that the disruptive comments or

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actions are out of order and that further disruption will result in censure. Censure is

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applicable to the single meeting during which disruption occurs. Censure for a second

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disruption will result in a loss of speaking privileges or expulsion from the meeting,

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depending on the severity of the disruption. Censure for a third disruption will result in

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expulsion from the meeting. The presiding officer may use discretion in applying the

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degree of censure depending on the severity of a disruption, subject to the will of the

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commission.

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SECTION 2.

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The following technical amendments to the commission’s bylaws are hereby adopted:

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Article II, Section 2. Amend the first two sentences as follows:

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The commission exercises port powers described by law and governs the Port of Seattle

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only when a quorum of its membership is assembled in a properly noticed public meeting

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and action is taken by the required vote. It is the right of the individual or the minority of

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commissioners to dissent from the will of the majority, just as and it is the right of the

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majority to act by whatever vote is needed for passage of a question.

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Article II, Section 5(b). Amend the second and third sentences as follows:

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When recusing themselves, commissioners himself or herself, a commissioner shall

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announce the conflict or potential conflict of interest or the potential conflict of interest

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prior to deliberation on the matter subject to recusal. Unless a recusing commissioner’s

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presence during a public meeting is required in order to preserve a quorum, the

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commissioner shall leave the meeting room during consideration of business subject to

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the conflict issue and may return upon its completion.

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Article II, Section 6(a). Amend the last sentence as follows:

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When a vacancy is due to resignation, If the vacancy is created due to a commissioner

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resigning his or her position, the commission shall appoint a new commissioner within 90

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days of the resignation effective date of the commissioner’s resignation.

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Article II, Section 7. Amend the second sentence as follows:

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No more than two commissioners shall serve on the same external board or commission

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at the same time in order to avoid creating a quorum of commissioners at the meetings

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of such a board or commission.

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Article III, Section 1. Amend the last sentence as follows:

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Censure or removal from office If a majority of the commissioners determine that an

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officer should be censured or removed from office, this decision shall require a vote of

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the majority of commissioners as prescribed by applicable law and these bylaws.

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Article III, Section 2. In the first sentence, before “meeting” insert: public

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Article III, Section 4(a). In the first sentence, delete “In the event that” and insert instead the

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following: When

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Article III, Section 5(f). In the last sentence, delete “in such a context”

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Article III, Section 5(g). In the first sentence, after “proclamations” insert: and resolutions

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Article III, Section 7. In the first sentence, delete “proper”

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Article III, Section 8(d). Amend the first and second sentences as follows:

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The commission clerk shall ensure the collection and cataloguing of policy directives and

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governance-related resolutions of the Port of Seattle Commission and . He or she shall

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coordinate with the office of the port’s executive director to ensure that policies and

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procedures promulgated by the executive leadership of the port are regularly reviewed

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for conformity with such commission policy directives.

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Article III, Section 8(k). Amend the subsection as follows:

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Parliamentarian. When questions of order arise, the presiding officer may consult the

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commission clerk may advise the presiding officer at the officer’s discretion based on the

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commission’s rules of order and established parliamentary authority.

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Article IV, Section 2. Amend the second-to-last sentence after “advisory only” as follows:

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and are not binding as on the executive director or staff of the Port of Seattle in the same

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manner as are actions or decisions of the port commission.

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Article IV, Section 5(g). Amend the first sentence as follows:

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Items on the consent calendar shall include routine matters and actions considered by

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the president to have general consensus of all commissioners, including approval of the

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minutes of prior meetings available for commission approval. Resolutions may be

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included on the consent calendar for final adoption if they are routine and considered by

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the president to have general consensus of all commissioners, have already been

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introduced on a prior day, and do not require a public hearing or amendment.

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Article IV, Section 5(l). Delete “for adjournment”

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Article IV, Section 8(c). In the first sentence, before “other business” delete “the”

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And in the fourth sentence, delete “immediately” and “scheduled”

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Article IV, Section 8(d). In the first sentence, before “other business” delete “the”

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Article V, Section 1. Amend the first and second sentences as follows:

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The commission may at any time establish such standing or special committees at any

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time to aid in as it deems necessary for the transaction of its business. Except as otherwise

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prescribed in these bylaws, t The composition and leadership of committees shall be

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determined as provided elsewhere in this article by the president.

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Article V, Section 1. In the second-to-last sentence, delete “scope of the work of the particular

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committee” and insert instead the following: committee’s scope

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Article V, Section 2(b). Delete “Whether” and insert instead the following: The extent to which

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Article V, Section 6. From the third sentence, amend the section to read as follows:

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If there is no standing or special committee of appropriate purview constituted for the

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particular policy matter, one shall be constituted by a charter adopted pursuant to the

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requirements of these bylaws. Such committee referral shall be made by the president or

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may be ordered by the commission by public action. Notwithstanding the timeline set in

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the committee’s charter for consideration and recommendation to the commission, the

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commission may, by a vote of a majority of its membership, discharge a committee from

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further consideration of a particular any matter. The motion to so discharge shall refer

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the matter to a different committee or place it on the agenda for commission

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consideration at an appropriate time.

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Article VI, Section 2(a). Amend the subsection to read as follows:

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It shall be the responsibility of each commissioner to vote on all questions put for action.

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Commissioners may abstain for any stated reason and shall recuse themselves when

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appropriate to do so because of the potential of a conflict or potential conflict of interest

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or because of an actual conflict of interest. Commissioners shall announce their reasons

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for abstaining or recusing themselves from consideration of a matter pursuant to the

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requirements of these bylaws. Abstentions are neither “yeas” nor “nays” and shall not be

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counted as part of the vote of the commission. Commissioners who abstain from the

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consideration of a matter because of the potential of a conflict or potential conflict of

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interest or because of an actual conflict of interest shall be subject to rules pertaining to

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recusal described in Article II, Section 5.

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Article VI, Section 2(f). In the first sentence delete “general approval for it” and insert instead the

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following: consensus

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Article VI, Section 3. Amend the third sentence to read as follows:

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If there is a further objection or if there is any confusion as to whether the commissioner is

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the subject commissioner’s status as excused or absent, the commission shall decide the

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attendance status. The question shall be presider shall put the question for approval to

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record the subject commissioner as excused.

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Article VI, Section 5(a). Delete “take action” and insert instead the following: act

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Article VI, Section 5(b)(i). Amend the paragraph as follows:

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A title representative of the resolution’s intent with reference to all prior resolutions on

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the same subject amended or repealed;

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Article VI, Section 5(b)(ii). Delete “‘whereas’ clauses” and insert instead the following: recitals

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(“whereas” clauses)

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Article VI, Section 5(b)(iii). Delete “‘resolved’ clause” and insert instead the following: decision

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(“resolved”) clause similar to the enactment clause of a city ordinance,

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Article VI, Section 5(e). Delete “the giving of”

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Article VI, Section 10(e)(viii) [to be renumbered 10(f)(viii)]. Delete “that”

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Article VI, Section 10(f). [to be renumbered 10(h).] Amend the subsection to read as follows:

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If a meeting is interrupted by a disruption as provided in this section described in these

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bylaws so as to render that renders the orderly conduct of the meeting not infeasible, the

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presiding officer may recess or adjourn the meeting to another location and order the

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room cleared. Recess or adjournment by the presiding officer , at the discretion of the

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commission, may recess the meeting or adjourn the meeting to another location shall be

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pursuant to the provisions of Article IV, Section 7, of these bylaws and shall be at the

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discretion of the commission may order the meeting room cleared. If a meeting is

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adjourned due to a disruption, commissioners and staff shall leave the meeting room until

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the meeting is reconvened.

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ADOPTED by the Port Commission of the Port of Seattle at a duly noticed public meeting

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thereof, held this ______ day of _______________________________, 2020, and duly

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authenticated in open session by the signatures of the commissioners voting in favor thereof and

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the seal of the commission.

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Port of Seattle Commission

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