Minutes – Managing Member Regular Meeting | Port of Seattle Special Meeting
Date: February 6, 2024
Page 5 of 9
• Commissioners expressed support for the process of two readings for leases, but
certain commissioners also expressed a desire for the flexibility to advance non-
controversial/simple leases with as little process as possible.
• Commissioner McCarthy predicted that if the rules allow for the waiving of two
readings of leases, the waiver will become the norm rather than the exception.
• After discussion and amendment, the language at Article VI, Section 7 was revised
to strike the language that stated “If both Managing Members consent…” to instead
read “if there is no objection by a Commissioner present at the meeting…” a lease
may be put on for final passage at the first meeting at which it is introduced. This
allows for a single Commissioner to demand a lease be presented for two readings.
The revised language reads in full:
Leases that are being presented to the Managing Members for
authorization shall be presented at two meetings before a vote
is taken. No vote shall be taken at the first reading, but
Commissioners should provide staff with suggestions, input and
feedback on the proposed Lease either in the meeting or before
the second reading. At the second reading, staff shall report on
any substantive changes to the proposed Lease since the first
reading. If there is no objection by a Commissioner present at
the meeting, a lease may be put on for final passage at the first
meeting at which it is introduced.
• With no further amendments offered to the Bylaws as presented, Co-Chair
Mohamed called for the vote to adopt Resolution 2024-01 (superseding 2022-03)
and the associated Fifth Amended Northwest Seaport Alliance Bylaws as set forth in
Exhibit “A” attached thereto.
The motion carried by the following vote:
Port of Seattle: Port of Tacoma:
Ryan Calkins - Aye Kristin Ang - Aye
Sam Cho - Aye Deanna Keller - Aye
Fred Felleman - Aye John McCarthy - Aye
Toshiko Hasegawa - (Absent and excused) Dick Marzano - Aye
Hamdi Mohamed - Aye Don Meyer - Aye
C. Second Reading on Resolution 2024-03 Adopting The Northwest Seaport Alliance’s First
Amended Code of Governance and Conduct for Commissioners (superseding Resolution
2022-02).
General Counsel, Dana Henderson, presented proposed revisions based on feedback
received from Commissioners since first reading on January 3, 2024. Including:
• Removing the previously proposed section I.B that stated that if a Commissioner is
speaking publicly regarding the Alliance or other Commissioners, including in various
forms of media, the Commissioner should provide as much prior notice as is