Resolution No. 3818, Governance Committee Charter

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PORT OF SEATTLE COMMISSION

GOVERNANCE COMMITTEE

CHARTER

I. INTRODUCTION AND PURPOSE

A. The Governance Committee, herein referred to as “the Committee,” is a standing

committee created by the Port of Seattle Commission (“the Commission”).

B. The Committee is established to assist the Commission in creating, updating, and

monitoring the Commission’s governance policies, procedures, and directives; reviewing

complaints related to commissioner behavioral standards; and items of interest that are

specifically related to the business operations of the Commission. Consistent with this function,

the Governance Committee encourages continuous process improvement of, and fosters

adherence to, the Port Commission’s governance policies, directives, and procedures at all levels

– the principle of continuous process improvement being to simplify processes and effectively

and creatively solve problems.

C. This Charter defines the composition, scope, authority, mission, duration,

responsibility, and meeting structure of the Committee.

II. COMPOSITION

The Committee will consist of two Port of Seattle commissioners. These commissioners shall be

the currently seated Commission President and the Past President in any given respective year

of the committee’s operation.

III. SCOPE OF WORK

The work of the Governance Committee shall be delineated in the following categories and shall

have the following duties:

A. Commission Bylaws and Rules of Procedure:

1. In concert with the Commission Clerk, Commission Chief of Staff, and the Legal

Department as needed, develop, review, and recommend amendments to the

Commission’s Bylaws and Rules of Procedure setting forth the governance

structure of the Commission and its rules and procedures for conducting its

Agenda Item No. 10b_attach3

Meeting Date: January 14, 2025

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business.

2. Periodic review of the Bylaws and Rules of Procedure shall be conducted every

three (3) years, as is consistent with the Bylaws.

B. General Commission Policy and Procedure:

1. At the direction of the Commission President or a quorum of the Commission,

develop and/or review policy directives created by the Commission directly

related to governance matters, and Commission transparency.

2. Consult with and support Commission standing and special committees in

reviewing policies and procedures related to governance and special rules of

procedure.

3. Advise the Commission of current best practices in governance.

C. Succession Planning:

1. Review and advise the Commission regarding guidelines for, and monitor

compliance with, long-term succession planning for the Executive Director, in

consultation with the Executive Director and the Human Resources Director.

D. Oversight and Reporting:

1. Establish annual workplans of the committee when needed.

2. Report annually to the Commission regarding the execution of the

Committee’s duties and responsibilities, activities, any issues encountered,

and related recommendations.

3. Conduct a periodic assessment of this Charter and the Governance

Committee’s purpose, duties, and responsibilities hereunder, and

recommend to the Commission any changes or amendments thereto.

4. Perform any other activities consistent with this Charter and governing laws

that the Commission determines are necessary or appropriate and are

referred to this standing committee.

E. Review Complaints of Violations of Commissioner Behavioral Standards

1. Consistent with the Port of Seattle Commission Code of Ethics, when

unaccompanied by complaints of Code of Ethics violations, review

complaints of violations of the bylaws’ behavioral standards.

2. Make recommendations to the Commission for action or non-action on the

complaint.

IV. AUTHORITY

In pursuit of its mission and scope, the Committee is not legally authorized to act on behalf of

the Commission, but is authorized to conduct the following activities:

A. Gather and evaluate information, consider matters within the committee’s scope of

work, and provide information, advice, and recommendations to the Commission.

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B. Communicate the priorities of the Commission.

C. Engage in outreach efforts and activities to gather and evaluate information to

provide to the Commission.

D. If the Committee determines that to meet its responsibilities it needs the independent

services of an outside advisor or consultant, it may propose the retention of such

advisor or consultant to the commission for approval or as otherwise authorized

under the Commission Code of Ethics.

V. DURATION

The Governance Committee is a standing committee with broad purview over matters related to

policy and procedure of the Port Commission and will continue indefinitely until the Commission

repeals its Charter.

VI. RESPONSIBILITY

A. The role of the committee chair(s) shall be to:

1. Preside at meetings and serve as committee sponsor(s);

2. Ensure that the committee addresses the purpose and areas of responsibility

described in this Charter; and

3. Set committee meeting agendas in concert with the Commission Clerk and

Commission Chief of Staff.

B. The Commission Chief of Staff is the Committee liaison, and the Commission Clerk will

support the work of the committee as assigned. The role of the committee liaison shall

be to:

1. Regularly update the Commission on the work of the committee in memos, individual

briefings, and public session;

2. Support the work of the committee;

3. Develop, manage, and distribute meeting materials;

4. Provide logistical support including procuring meeting rooms, scheduling, creating

meeting records, providing technical assistance, and public posting of Committee

information; and

5. Coordinate with the primary executive staff contact to keep the Executive Director

informed about committee progress and Commission policy and procedure.

C. The Port of Seattle Deputy Executive Director will support the Committee as the primary

executive staff contact. The role of the executive staff contact shall be to:

1. Inform the Executive Director about committee progress;

2. Support the committee with timely and responsive information;

3. Coordinate with other executive staff in support of the Committee’s work; and

4. Serve as a resource for committee deliberations.

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VII. Meetings

A. The Committee will meet on an as-needed basis to conduct the work of the

Commission. Reporting of the Committee shall be provided to the Commission to

provide transparency as to progress made in executing its Charter.

B. Workgroups composed of non-commissioner advisors and subject matter experts may

be formed by the Committee to provide in-depth analysis of issues for the Committee

and are expected to meet as frequently as needed. Workgroups meetings are not

considered official committee meetings for purposes of establishing a quorum or

management of records by the Commission Clerk.

C. A quorum of the Committee is required to conduct official committee business. A

quorum is defined as the presence of both commissioners assigned to the Committee.

D. Meetings of the Governance Committee shall be open to the public when required by

applicable law or the bylaws of the Port of Seattle Commission.

E. Agendas will be prepared and made available to committee members in advance of

meetings.

F. Agendas for updates to the Commission to be presented in public session will be

published as part of regular or special commission meeting notices.

G. Minutes will be prepared and retained for all meetings of the Committee.

H. Records of committee meetings shall be provided to the Commission Clerk for

appropriate retention in accordance with applicable law and best practices.