Template revised January 10, 2019.
COMMISSION
AGENDA MEMORANDUM
Item No.
8b
ACTION ITEM
Date of Meeting
October 27, 2020
DATE: October 9, 2020
TO: Stephen P. Metruck, Executive Director
FROM: Michelle M. Hart, MMC, Commission Clerk
SUBJECT: 2020 Commission Bylaws Amendment Package
Amount of this request:
Not Applicable
Total estimated project cost:
Not Applicable
ACTION REQUESTED
Request adoption of Resolution No. 3778: 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.
EXECUTIVE SUMMARY
The Port of Seattle Commission’s Bylaws and Rules of Procedure require a review at least every three
years. The last substantive review was undertaken in 2017. The previous Commission Clerk conducted a
review at the end of 2019 and held discussions with staff, the legal team, and Members of the Commission
regarding substantive and technical revisions. This body of work was set aside by the Commission during
the onset of the COVID-19 crisis. It is necessary to complete the review and updates to the document at
this time. Changes proposed enhance transparency, neutralizes gender language in the document,
improves clarity in writing and processes, and addresses process changes and clarifications.
As the previous amendment package brought forward in February 2020 was tabled and never removed
from the table, the amendment package brought forward at this time is considered ‘new’ for the purposes
of review. All previous amendments from the February package are carried forward to this October
presentation, with the exception of a proposed amendment to lengthen public testimony time, which,
the Commission has the ability to do at its choosing, at any time, without the need for an amendment.
Legal counsel has reviewed the proposed amendments and these amendments are consistent with
Commission practice and the Commission’s parliamentary authority, Robert’s Rules of Order, Newly
Revised.
JUSTIFICATION
Article VII, Section 3 of the Port of Seattle Commission Bylaws and Rules of Procedure requires a review
of the document every three years. The last review was conducted in 2017.
COMMISSION AGENDA – Action Item No. 8b Page 2 of 4
Meeting Date: October 27, 2020
Template revised June 27, 2019 (Diversity in Contracting).
DETAILS AND SECTIONAL ANALYSIS
Substantive amendments proposed in Resolution No. 3778 are summarized in this agenda memo. The
attached redlined/blue line document displays the exact wording of all proposed amendments. Deleted
language in the red/blueline document is shown with strike-through. Language to be added is shown in
red or blue italics, and underlined. Technical amendments (in blue text) made to restructure sentences
and clean up superfluous language are not discussed here due to their grammatical and clarifying nature;
however, they are shown throughout the attachment. Those technical amendments would be included
by virtue of adoption of the proposed resolution. There are twenty-seven (27) substantive amendments
(in red text and green shading) proposed; of these, we believe there are eight (8) of particular interest to
the Commission. These eight encompass what we believe to be the largest process changes/clarifications
within the proposed amendment package. The presentation will focus discussion on these 8
amendments; however, all 27 substantive amendments are inclusive in adoption of the proposed
resolution and are subject to debate.
➢ Removes the ability to abstain from voting.
o The bylaws contain the parliamentary procedure of abstaining from voting on a question
put before the deliberative body. Roberts Rules of Order Newly Revised (RONR) was not
made for legislative bodies, but rather, for deliberative assemblies in general. It does not
consider the public official component of governmental bodies. A conflict exists in the
bylaws with respect to abstaining. This conflict is the provision stating that it is the
responsibility of commissioners to vote on all questions put before them. This
requirement is in direct opposition to the ability to abstain from voting. Under RONR, an
abstention does not count as either a ‘yes’ vote or a ‘no’ vote.
Washington State law is silent on abstentions and how it is applied for governmental
bodies. Many jurisdictions have adopted rules prohibiting abstentions based on the
perspective that it is an elected official’s responsibility to cast a vote on all questions put
before them. Others have qualified abstentions, stating that they count as ‘yes’ vote, or
as a ‘no’ vote. Still, others allow for abstentions. Abstentions can cause issues with
addressing questions that come before the body. Generally speaking, if three members
were to abstain from voting on a question put before them, the item simply would not
have enough ‘yes’ votes to pass (a majority of the quorum). Other parliamentary options
exist to dispose of a motion without taking a direct vote on it and are based on majority
vote to pass. Currently, the commission’s bylaws provide for abstentions which do not
count as a ‘yes’ or ‘no’ vote.
The amendment proposed for consideration in this resolution removes abstentions from
the bylaws in its entirety. Removing the ability to abstain from voting does not negate a
member’s responsibility to recuse themselves from voting in cases of conflict, or potential
conflicts of interest. Should the commission wish to retain abstentions in its bylaws, the
Clerk recommends a corresponding amendment to remove the provision requiring
members to vote on all questions put before them.
➢ Adds language requesting a courtesy copy of individual Commissioners’ media publications to be
sent to the Commission President, in the role of Commission spokesperson, 24 hours in advance
of issuance. (Commissioner Steinbrueck requested.)
COMMISSION AGENDA – Action Item No. 8b Page 3 of 4
Meeting Date: October 27, 2020
Template revised June 27, 2019 (Diversity in Contracting).
➢ Outlines the Port’s travel authorization policy, as it applies to the Commission.
o Port Travel Authorization Policy AC-2 is provided as an attachment for your information.
➢ Moves August and November 2
nd
meetings to the 3
rd
Tuesday of the month.
o Making this change does not preclude the Commission from canceling any meeting and
rescheduling meetings. The reason for the change in the bylaws is to allow for regular
meeting notice, as opposed to special meeting notice.
➢ Changes Executive Session start time from 11 a.m. to 10:30 a.m. (Commissioner Steinbrueck
requested.)
o Allows for a break between Executive Session and Commission regular meetings; and
o Allows for extra time in Executive Session, if needed, prior to the start of a regular
meeting.
➢ Changes the Order of Business for a Commission regular business meeting agenda. (Commissioner
Steinbrueck requested.)
o Restructures the agenda format for regular commission business meetings to flatten out
the structure, providing for more effective prioritization: a ‘ceremonial’ section on the
agenda “Special Orders of the Day;” a section for “Committee Reports;” “Unfinished
Business” where postponed items will be taken up; “New Business” for any items that are
not on the consent agenda and are otherwise not staff reports or informational
presentations; and adds a closing comment section for Commissioners.
➢ Provides a limitation on the number of years a commissioner may serve consecutively on a
standing or special committee. Also provides for a provision to waive this limitation.
(Commissioner Steinbrueck requested.)
o Recognizes the need to rotate participation on committees among members. This aides
in maintaining diversity in committees and in providing succession and learning
opportunities. If adopted, Commissioners would not be able to serve more than two
consecutive years on the same standing or special committee without at least one year
between the next term of service. This lapse in term of service may be waived by majority
vote of the commission.
➢ Removes the penalty requiring a 2/3rds vote for untimely filed amendments and returns the vote
threshold to a majority vote.
o Maintains the 24-hour in advance filing of amendments with the clerk for an amendment
to be considered timely filed.
o Acknowledges amendments from the floor in written format.
A sectional analysis of the remaining substantive amendments is provided as an attachment to this memo.
As noted above, all amendments are subject to questions and debate.
COMMISSION AGENDA – Action Item No. 8b Page 4 of 4
Meeting Date: October 27, 2020
Template revised June 27, 2019 (Diversity in Contracting).
Schedule
The Commission Clerk will work with Commissioners to answer any questions they may have regarding
the proposed amendments prior to the October 27, 2020, meeting.
ALTERNATIVES AND IMPLICATIONS CONSIDERED
Process to Amend Proposed Resolution at Time of Consideration
The Commission may choose to 1. strike language; 2. add language; 3. strike and amend language - once
the main motion is on the floor.
FINANCIAL IMPLICATIONS
None.
ATTACHMENTS TO THIS REQUEST
(1) Bylaws and Rules of Procedure redline/blueline
(2) Port Travel Authorization Policy AC-2
(3) Sectional Analysis by Article
(4) Presentation slides
(5) Proposed Resolution No. 3778
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS
January 30, 2018 – Resolution No. 3744 removed the requirement that the vice president be the chair
of the audit committee (Article III, Section 6) and moved provisions relating to oversight and
review of the internal audit director to Article II, Section 8.
January 8, 2019 – Resolution No. 3754 removed the automatic succession of the vice president to
president.
September 10, 2019 – Resolution No. 3761 revised the object statement in Article I and the
membership description of Article II, Section 1.
February 25, 2020 – Resolution No. 3772 was introduced in public session.
March 10, 2020 – Consideration of Resolution No. 3772 was laid on the table.
October 13, 2020 – Resolution No. 3778 was introduced in public session.
