Template revised January 10, 2019.
COMMISSION
AGENDA MEMORANDUM
Item No.
10c
ACTION ITEM
Date of Meeting
January 14, 2025
DATE : January 2, 2025
TO: Stephen P. Metruck, Executive Director
FROM: Aaron Pritchard, Commission Chief of Staff
Michelle M. Hart, Commission Clerk
SUBJECT: 2025 Amendment of the Commission Bylaws and Rules of Procedures Policy
Directive
Amount of this request:
n/a
Total estimated project cost:
n/a
ACTION REQUESTED
Request Commission Introduction of Resolution No. 3834: Amending Resolution No. 3817(AM)
and prior corresponding enacting and amending resolutions through incorporation, pertaining to
the Commission’s Bylaws and Rules of Procedure (‘Bylaws’) policy directive.
EXECUTIVE SUMMARY
Amendments proposed provide for: corresponding amendments to the Bylaws and Rules of
Procedure that are necessary due to amendment of the Commission Code of Ethics (‘code’);
exceptions to limitations on voting for ‘remote interests’ of Commissioners participating on non-
profits boards and providing for the ability for a Commissioner to abstain from voting in cases of
remote interests, as defined by the code; updates to vacancies in office provisions due to
statutory changes in Washington State statute; dual reporting requirements for Commission
Office strategic advisors/aides; clarifying that Commissioners may be removed from an officer’s
position as a means of corrective action in cases of code violations; and an amendment to the
public comment rules allowing a presiding officer to issue either an oral notice of disruption
during a meeting, or a written notice post-meeting.
DETAILS
Article II – Commissioners
• Section 5 – Ethical behavior, conflict of interest, recusal procedure, and respectful
interactions.
o Revision to the section title.
COMMISSION AGENDA – Action Item No. 10c Page 2 of 3
Meeting Date: January 14, 2025
Template revised June 27, 2019 (Diversity in Contracting).
o Reflecting Commission’s commitment to uphold the requirements and
behavioral standards reflected in the Code of Ethics.
o Incorporating the Governance Committee’s jurisdiction to review
potential violations of Commission’s behavioral commitments and the
Port’s Statement of Values when an alleged written complaint is
unaccompanied by a formal ethics complaint filing; or a matter has been
forwarded by the Board of Ethics to the committee.
o Incorporating limitations on voting for ‘remote interests’ in contracts for
Commissioners participating on non-profits boards and providing for the
ability for a Commissioner to abstain from voting in cases of remote
interests, as defined by the code.
• Section 6 – Vacancy in office.
o Aligning nomination, posting and notice, review, and appointment of
candidate provisions with Washington State statute pertaining to
vacancies in office.
• Section 7 – Outside boards and Commissions.
o Reflecting participation in matters involving non-profit boards.
• Section 11 – Oversight of the Office of the Commission and the Commission Chief
of Staff.
o To include dual reporting requirements of Commission Office strategic
advisors/aides.
Article III – Officers
• Clarifying that a Commissioner may be removed from an officer’s position as a potential
corrective action resulting from an Ethics Complaint finding.
Article VI – Rules of Order
• Voting. Recognizing that a Commissioner is not interested in a contract pertaining to a
non-profit organization, on which they also serve, if the Commissioner has only a remote
interest in the contract and the extent of the interest is disclosed prior to the formation
of the contract; and the Commission approves the contract without counting the vote of
the Commissioner having the remote interest; excepting if the Commissioner influences
or attempts to influence any other Commissioner or port employee to enter into the
contract.
• Technical Edit – Removing a provision that interlocal agreements be adopted by
resolution, as it is not our practice to adopt these by resolution, unless otherwise required
by law.
• Public Comment Rules. Recognizing the presiding officer may issue either an oral notice
for public comment rules disruptions at the time of the meeting, or a written notice of
disruption after the meeting.
COMMISSION AGENDA – Action Item No. 10c Page 3 of 3
Meeting Date: January 14, 2025
Template revised June 27, 2019 (Diversity in Contracting).
ALTERNATIVES AND IMPLICATIONS CONSIDERED
The Commission could choose to (1) adopt the proposed amendments as presented; (2) amend
the proposed amendments presented; or (3) reject the proposals to amend the Commission’s
Bylaws and Rules of procedure. Alternative (3) would misalign sections of these Bylaws with 2025
amendments proposed to the Commission Code of Ethics; would maintain differences in
Commission rules of procedure with state statute pertaining to vacancy in office provisions; and
would not provide a written requirement for dual reporting of strategic advisors/aides to the
Commission and the Chief of Staff.
FINANCIAL IMPLICATIONS
None.
ATTACHMENTS TO THIS REQUEST
(1) Draft Resolution No. 3834
(2) Exhibit A - Bylaws and Rules of Procedure policy directive
(3) Presentation
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS
December 30 – January, 2025 – Commissioner Briefings
November 21, 2024 – Governance Committee Briefing
November 11, 2024 – Board of Ethics Briefing
