2. Officer Elections and Terms. Officers shall be nominated from the membership of the Commission and shall be elected by the Commission at the first regularly scheduled meeting in each calendar year. Officers shall serve the longer of a one-year term or until their successors are elected. Terms shall commence immediately upon election.

3. Vacancies. In the event of a vacancy in the office of a Commissioner by death, resignation or otherwise, a replacement shall be selected in the manner specified in RCW 53.12.150 or its successor law. A vacancy in the office of President or that of Secretary shall be filled by one of the remaining Commissioners, who shall be elected at the first regularly scheduled meeting after the vacancy is known.

4. Rules and Procedures. The Commission shall operate according to these Bylaws unless amended or suspended by motion. In matters not addressed by and not inconsistent with these Bylaws meetings of the Commission shall follow the latest edition of Robert’s Rules.

ARTICLE II -- DUTIES OF OFFICERS

1. President. The President shall:

A. Preside at all Commission meetings, including recognizing speakers and making parliamentary rulings;

B. Call, and issue authorize required public notice, for all Commission meetings;

C. Oversee preparation and approval of the agenda for every meeting;

D. Act as public spokesperson for the Commission; and

E. Perform such other duties as are incident to the office or are properly required by the Commission.

2. Secretary. The Secretary shall:

A. Oversee preparation and retention of minutes and resolutions;

B. Supervise the safekeeping of the Port records;

C. Act as President when the President is absent or disabled; and

D. Perform such other duties as are incident to the office or are properly required by the Commission.

3. Interim Officers. Any Commissioner may be appointed by the Commission to act for an Officer who is absent or disabled. Such appointments shall be valid only during the Officer’s absence or disability.

ARTICLE III -- MEETINGS

1. Regular Meetings.

A. Regular meetings of the Commission will convene at 7:00 p.m. on the second Wednesday of every month. No additional notice shall be required for meetings at such time.

B. The Commission may establish an alternate meeting time or date, notice of which shall be published in the same manner as required for special meetings.

C. If a regular meeting would otherwise fall on a State holiday, the meeting will instead be held on the next weekday.

2. Special Meetings.

A. Special meetings may be called at any time by the President or by a majority of the Commission by delivering written notice of the time, place and agenda of the meeting to each Commissioner and to a newspaper of general circulation within the District at least twenty-four hours in advance.

B. The above notice requirement shall be waived as to any Commissioner who is present when the meeting convenes or who delivers a written waiver of notice to the Secretary at or prior to such time.

C. The notice required above may also be dispensed with when a special meeting is called to respond to an emergency involving actual or impending damage to persons or property, and delay to provide such notice would be impractical and would increase the likelihood of such injury or damage. In such case Commissioners and the public shall be given such notice as is reasonable under the circumstances.

3. Study Session

A. Study Session meetings of the Commission will convene at 5:00 PM on the

fourth Tuesday every other month.

B. If there is no agenda, there will be no meeting.

C. Written notice of the time, place and agenda items of the study session shall be delivered to a newspaper of general circulation within the district at least twenty-four hours in advance.

4. Location. Commission meetings shall be held in the Port facility leased to the Brownsville Yacht Club. The president or a majority of the Commission may designate a different location for meeting provided that prior notice is given in the same manner as required for a special meeting,

5. Public and Open Meetings. Meetings shall be open and public unless the President or a majority of the Commission adjourn to an executive session for any reason permitted by law.

6. Agendas. A draft agenda shall be approved by the President and delivered to each Commissioner at least three days in advance of any non-emergency meeting. Adequate opportunity shall be provided for Commissioners, staff and the public to suggest agenda items prior to circulation of the draft. The draft agenda may be amended by the Commission at any meeting as permitted by law.

7. Adjournment and Continuance. Any meeting may be adjourned and continued to a specified time and place as permitted by law and upon immediate posting of a notice, on or near the door of the place from which the meeting has adjourned, stating the adjournment and the place and time to reconvene.

8. Attendance.

A. It is the responsibility of each Commissioner to maintain regular attendance at meetings and to arrive prepared to transact business. Each Commissioner shall, when practicable, notify the Secretary’s designee in advance of any absence. The fact of every absence, and, if known, the cause, shall be noted upon the minutes.

B. Nonattendance for sixty days, unless excused by the Commission, shall create a vacancy in the absent Commissioner’s office, as provided in RCW § 53.12.140. Any absence required to attend to other Port business shall be automatically excused.

9. Quorum.

A. Two commissioners shall constitute a quorum.

B. If no quorum appears for a scheduled meeting, minutes shall be prepared which state that fact.

10. Rules of Conduct.

A. All persons at a meeting shall direct all comments to the Commission after first being recognized by the President. The President may allow any Commissioner to question anyone who addresses the Commission.

B. Only Commissioners shall be permitted to directly question on the record persons present at the meeting. Others wishing that a question be directed to another person must suggest that a Commissioner pose such question.

C. No discussion shall be held on any matter not placed on the agenda by the Commission.

D. All persons at the meeting are expected to speak and act with courtesy and respect for all others.

E. Commissioners shall refrain from passing notes or otherwise engaging in discussion amongst themselves which is not audible to the audience.

F. The President may impose reasonable time limits on comments by any person other than a Commissioner.

G. Following any permitted public comment on an item, and at the conclusion of discussion by the Commission, the President shall call for appropriate action by the Commission.

H. The president may order the removal of any persons whose conduct is disruptive of a meeting.

11. Recesses. A recess for a definite period may be called by the President or by the Commission at any time.

12. Cancellation of Meetings. The President may cancel any meeting he or she has called. A majority of the Commission may cancel any scheduled meeting. Notice of cancellation shall be given as for a special meeting. No regular meeting shall be canceled if that would result in a failure to meet for a period longer than three months.

ARTICLE IV -- ORDER OF BUSINESS

1. Standard Order. The order of business at all meetings, unless otherwise agreed to by the Commission, shall be:

Call to Order

Approval of Agenda

Approval of Consent Agenda

Financial Reports

Information and Staff and Committee Reports

Old Business

New Business

Public Comment

Adjournment

2. Public Comment. The Commission may schedule a public hearing on any item of old or new business, or may authorize the President to recognize members of the public to comment on individual items of old or new business as they arise. Any such hearing or public comment outside the standard order above shall precede final deliberation and decision by the Commission.

ARTICLE V -- MANNER OF ACTION AND PARLIAMENTARY PROCEDURE

1. Motions. Except as otherwise required by these By-laws or by law, the Commission shall transact its business by motion made by any Commissioner in attendance. After a motion is made and seconded the President shall call for discussion. The vote shall be called for only after discussion by the Commission is concluded, or upon passage of a motion for cloture, which shall be privileged.

Resolutions. All matters as required by State law, or which are of a legislative character shall be embodied in written, consecutively numbered resolutions. No resolution shall be put on the agenda for final passage at the same meeting at which it is first introduced, unless it is determined by the Board of Commissioners that time is of the essence in the passage of any given resolution

Voting. All votes of the Commission shall be by yeas or nays unless a division is called by a Commissioner, in which case the Chair shall call the roll and the vote of each Commissioner shall be recorded in the minutes.

Robert’s Rules. Where not inconsistent with these Bylaws or with law, meetings shall be conducted in accordance with the latest edition of Robert’s Rules of Order, a copy of which shall be present at each meeting.

ARTICLE VI -- RECORDS

1. Minutes and Resolutions. Written minutes shall be kept of all meetings. Minutes are to be prepared and presented for Commission approval no later than the next regular Commission meeting that is held at least one week after the meeting for which minutes are to be approved. The original copy of all approved minutes and resolutions shall be signed in open session by the Commissioners voting in their favor. All minutes and resolutions of the Commission shall be promptly recorded in a book or folder kept for such purpose.

2. Finality of Records. Minutes and resolutions as approved and signed shall represent the sole determination of the Commission as to the actions set forth therein, superseding all statements by Commissioners at the meting.

3. Audio Recordings. The Commission may direct that audio recordings be made meetings. Any such recordings shall be kept in Port records for at least one year.

4. Location of Records. The Port shall maintain at its offices copies of all its minutes, resolutions, budgets, financial statements, comprehensive schemes, contracts, leases, and other documents required by law to be so maintained.

5. Public Records. All Port records shall be open to the public to the full extent required by law.

ARTICLE VII -- ADVISORY COMMITTEES

1. Establishment of Committees. The Commission may by motion establish such advisory committees as are useful to advise the Commission. The motion shall establish the size, purpose, and duration of the Committee.

2. Committee Chairs. Every committee shall include one Commissioner, who shall serve as Chair of the Committee. Committee Chairs shall be appointed and may be removed by the President of the Commission. Each Committee shall elect from its members a Vice-Chair to serve in the absence of the Chair.

3. Committee Membership. Committee Chairs shall appoint other members, who may be employees or users of the Port, residents within the Port District, or others knowledgeable in the matters within the committee’s charge. Committee Chairs shall strive to insure that committees include a fair cross-section of opinion on the issues within the committee’s jurisdiction, and include persons with expertise in pertinent technical issues.