1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Item Number: Meeting Date: 10c_reso January 14, 2025 PORT OF SEATTLE RESOLUTION NO. 3834 A RESOLUTION of the Port of Seattle Commission amending Resolution No. 3817(AM) and prior corresponding enacting and amending resolutions through incorporation, pertaining to the Commission's Bylaws and Rules of Procedure. WHEREAS, the voters of King County authorized and approved the formation of a port district coterminous 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, the Commission Bylaws and Rules of Procedure require a review and recommendation as to any needed revisions at least once every three years, as provided by policy directive, Article VII, Amendment of Bylaws; and WHEREAS, the last substantive review and amendment of the Commission's Bylaws and Rules of Procedure policy directive occurred in 2020, with an interim review and amendment occurring in January 2024; and WHEREAS, amendments made to the Commission Code of Ethics in 2025 require corresponding amendments to the Commission Bylaws and Rules of Procedure, including to incorporate the Governance Committee's jurisdiction to review alleged violations of the Commission's behavioral commitments contained in the Commission Code of Ethics and the Port of Seattle Statement of Values; to provide clarification and alignment to state statute where needed, including vacancy in office provisions; and to reflect provisions governing Commissioners' participation in matters involving non-profit boards on which they also serve; and WHEREAS, additional administrative revisions were identified and are included in the proposed policy directive amendment. NOW, THEREFORE, BE IT RESOLVED by the Port of Seattle Commission as follows: SECTION 1. Amendment of Policy Directive. The technical and substantive amendments contained in Exhibit A of this resolution are hereby adopted. SECTION 2. The Commission Clerk is hereby authorized to execute scrivener's error revisions in finalizing amendments to the Commission Bylaws and Rules of Procedure made through adoption of this resolution, as needed, to address technical corrections. Resolution No. 3834, 2025 Amendment to Bylaws and Rules of Procedure Page 1 of 3 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 SECTION 3. Effective Date. This resolution shall become effective upon adoption. ADOPTED by the Port of Seattle Commission at a duly noticed public meeting thereof, held this ____ day of January, 2025, and duly authenticated in open session by the signatures of the commissioners voting in favor thereof and the seal of the commission. Port of Seattle Commission Resolution No. 3834, 2025 Amendment to Bylaws and Rules of Procedure Page 2 of 3 65 66 67 EXHIBIT A to Resolution No. 3834 Resolution No. ______, 2025 Amendment to Bylaws and Rules of Procedure Page 3 of 3