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FMSIB Bylaws


updated January 5, 2024

The Freight Mobility Strategic Investment Board (“Board”) is created in Chapter 47.06A.030 RCW and is composed of 17 members appointed by the governor for terms of four years.  The Board shall carry out the provisions of Chapter 47.06A RCW, as now or hereafter amended, and shall perform the duties and functions as therein prescribed. The purpose of the Board is to:

(a)    Provide strategic guidance to the governor and the legislature regarding the highest priority freight mobility needs in the state;

(b)    Identify and recommend a program of high-priority strategic freight mobility investments;

(c)    Encourage policies that support a competitive, resilient, sustainable, and equitable freight system;

(d)    Serve as a forum for discussion of state transportation decisions affecting freight mobility; and

(e) Appoint an Executive Director who shall serve at the Board's pleasure.


Section 1. Officers of the Freight Mobility Strategic Investment Board (FMSIB). 

The presiding officer of the Board shall be the public member appointed by the Governor and shall be designated the Chairperson. The Chairperson shall preside over all meetings of the Board and do all such other things that are appropriate for or delegated to such officer by law and the Board. 

The Chairperson is delegated the following authorities by the Board:  appoint Board members to serve as Chairpersons of Board committees; establish ad hoc committees; act as spokesperson for the Board with the media; sign official correspondence; speak on behalf of the Board with the Governor and Legislature, and represent the Board in the process of hiring, evaluation, and firing of the Executive Director.

The Board may elect a Vice Chairperson, by a majority vote of the membership of the Board for a two-year term.  The vice Chairperson shall preside in the absence of the Chairperson, as well as act for the Chairperson and the Board under its direction.

In the absence of both the Chairperson and Vice Chairperson, an acting Vice Chairperson may be appointed by a majority of the voting members of the Board present at that meeting to preside at that meeting of the Board as acting Vice Chairperson.


Section 1. Open Public Meetings Act.

All meetings of the Board are subject to Chapter 42.30 RCW.  All Board meetings shall be open and public. All persons shall be permitted to attend any meeting of the Board, except executive sessions as provided for under RCW 42.30.110.

For purposes of these bylaws, a meeting takes place whenever Board members gather with a collective intention to conduct Board business, which may include discussions about Board business; meetings may take place remotely.  Board members are expected to be familiar with and comply with the requirements of the Open Public Meetings Act. 

Section 2. Time and Place of Meetings.

By December of each year, the Board shall adopt a calendar showing the time, date, and location of Board meetings for the following year. 

A special meeting of the Board may be called by the Chairperson or by a majority of the members of the Board, by delivering personally, by electronic communication or by mail written notice to all other members of the Board at least twenty-four hours before the time of such meeting as specified in the notice. The notice calling a special meeting shall state the purpose for which the meeting is called, and the date, hour, and place of such meeting and all provisions of Chapter 42.30 RCW shall apply.  

Section 2. Notice to Members of Meetings. 

Notice of all regular meetings, shall be given by the Executive Director in writing to each member by posting in the U.S. mail or by electronic communication, a notice addressed to the member at their business or residence address furnished to the Board. Such notice shall be posted on the board website at least seven (7) days prior to the meeting. Members present at any meeting shall be deemed to have waived notice as to that meeting. 

Section 3. General Notice of Meeting.

Agendas of each regular meeting of the Board shall be available online no later than 24 hours in advance of the published start time of the meeting. 

Section 4.  Agendas.

In advance of any regular meeting of the Board, at least 24-hours, subject material on agenda items shall be provided by the Executive Director and electronically distributed to Board members. Each item for which action is requested of the Board shall have a written staff report and full briefing of all information necessary for the Board’s review, discussion, and action on said business item. All regular meeting agendas shall be posted on the Board’s website. 

The Chairperson in conjunction with the Executive Director shall be responsible for developing the agenda for Board meetings. 

Any Board member desiring to have any issue, project, commitment of resources, or other matter considered at a Board meeting may have such item placed on the agenda of the Board meeting following submission of the item to the Chairperson. The deadline for submission of the proposed agenda item should if possible be not less than two weeks prior to the date of the meeting for which the agenda item is proposed to be added. 

The Board shall vote to approve the meeting’s agenda at the beginning of each Board meeting.

A quorum of the currently appointed Board members may add, strike, and/or reinstate items to any regular meeting agenda, by vote taken in public session prior to the public vote to approve that meeting’s agenda, 

Section 5. Business of the Board.

All business of the Board shall be transacted by motion which may be made by any member in attendance, including the Chairperson, and shall require a second. Voting on all motions shall be by voice unless a special division is called for by a member, in which case the roll shall be called by the presiding officer and the vote of each member shall be recorded. Except as otherwise provided, Robert's Rules of Order, latest edition, shall govern the meetings of the Board. 

Section 6. Public Comment.

Except in an emergency the Board shall provide an opportunity at or before every regular meeting at which final action is taken for public comment. The public comment may be taken orally at a public meeting, or by providing an opportunity for written testimony to be submitted at least 24-hours prior to the meeting.  If the Board accepts written testimony, this testimony must be distributed to the Board. 
Section 7.  Executive Sessions.
The Board may consider matters in executive session in accordance with the requirements of the Open Public Meetings Act (Chap. 42.30 RCW, and specifically RCW 42.30.110) and other laws. 


Section 1. Quorum.

The presence of a majority of the currently appointed Board membership shall constitute a quorum for the transaction of the business of the Board. 

It shall require a majority of those members in attendance to carry any motion unless otherwise set forth in these rules. 

Section 2. Attendance.

If a member of the Board is absent for three consecutive regularly scheduled Board meetings or is absent from more than fifty percent of the regularly scheduled meetings in any one calendar year, the following action will be taken:

a.    The Board Chairperson shall call the member to determine if the member desires to continue to serve on the Board; and

b.    If the member continues to be absent, the FMSIB Chairperson shall document the absences in a letter to the member and send a copy to the appointment official and, if the member’s position is subject to nomination, to the member’s nominating organization.


All actions of the Board shall be by motion recorded in a book or books and may be kept in paper or electronic format for such purpose, maintained at the office of the Board, and shall be open to the public for inspection at all reasonable times. 


Changes to the rules governing internal management of the Board, not affecting regular procedures available to the public, and not in conflict with state law, may be made by resolution of the Board pursuant to other applicable sections of these rules. 


All financial instruments, including vouchers for payment from the FMSIB administered funds shall have more than one person responsible for approving checks and payments.  Financial instruments shall be submitted to the designated agent of the Executive Director for preparation and the Executive Director shall be responsible for approving all payments in the name of the Board. 

The Executive Director shall report to the Board at each regular meeting regarding the status of the operating and capital budget.  The Executive Director shall report to the Board one-time expenses that are not considered ordinary expenses. 


The Executive Director of the Board or their designee is the records custodian of the Board. 

The Board shall appoint and publicly identify a public records officer whose responsibility is to serve as a point of contact for members of the public in requesting disclosure of public records and to oversee the agency's compliance with the public records disclosure requirements of this chapter. The Board may appoint an employee or official of another agency as its public records officer.


Section 1. Establishment of Committees.

The Board may establish such Standing Committees as are necessary to conduct specialized work. A Standing Committee is defined as a Board Committee that meets regularly and has on-going business, as opposed to Committees with short-termed purposes. A Standing Committee Charter, if one is established, should address items such as scope of mission and authority, membership, meeting protocols and duration, and shall be approved by the Board. The membership of Standing Committees shall be proposed by the Chairperson, subject to Board approval. 

To remain in compliance with the Open Public Meetings Act (Chapter 42.30 RCW), Standing Committees shall not be comprised of a quorum of the currently appointed members of the Board.

The Board may form temporary committees whose mandate shall be defined in the motion creating the temporary committee. 

Section 2. Standing Committees.

Administrative Committee

The Administrative Committee shall consist of the Chair and Vice Chair two additional members selected by the Board.  On behalf of the Board, the Administrative Committee may take the following actions and perform the following functions:

a.    Review and recommend bylaw revisions; 

b.    Review and recommend policies and procedures; 

c.    Recruit and recommend hiring of the Executive Director;

d.    Set performance review criteria and conduct performance review of Executive Director;

e.    Serve as sounding Board for the Executive Director or Chair on personnel, and

f.    Oversee the daily administration of the Agency.

Freight Policy Advisory Committee

The FPAC is charged with developing recommendations as well as developing specific criteria and policy to make recommendations to the Board on capital project investments in fulfillment of FMSIB’s purpose.  

Legislative Committee

The Legislative Committee is charged with reviewing and formulating recommendations to the board on legislative matters affecting FMSIB’s mission, including coordination of testimony.

Section 3.  Committee Reporting.

All committee actions shall be reported at the next Board meeting. Committees do not have authority to take action on behalf of the Board.

ARTICLE X - Ethics and Conduct

Section 1.  Ethics in Public Service.

Members of the Board shall uphold a high standard of ethics.  Members of the Board shall avoid conflicts of interest or even the appearance of conflicts of interest and are subject to the Ethics in Public Service Act codified in chapter 42.52 RCW.   

Activities that may be considered violations of ethics statutes include but are not limited to:

Directing state contracts to a business in which one has a financial interest.
Using confidential information for private investments.
Accepting gifts or favors in exchange for certain regulatory rulings.
Accepting gifts or favors in exchange for making certain purchases.
Obtaining personal favors from employees.
Accepting favors for disclosure of confidential information.
Engaging in outside employment which assists non-governmental entities in their quests for state business.

Section 2. Conduct of Members at Board Meetings.  

Board members shall declare their relationship to a project, if any, prior to expressing official statements dealing with projects before the Board directly related to their jurisdiction and/or affiliation. A Board member shall recuse themselves from voting on a project or funding that will be awarded to their jurisdiction. A Board member shall not be the spokesperson for presenting a project proposal to the Board from their jurisdiction. The Chairperson may request a member to testify on any project issue before the Board directly dealing with that member's own jurisdiction and/or affiliation. 

ARTICLE XI - Address of the Board

Persons wishing to obtain information or to make submissions or requests of any kind shall address their correspondence to:

Freight Mobility Strategic Investment Board
505 Union Avenue SE, Suite 350
PO Box 40965
Olympia, WA  98504


The Board shall adopt policies and procedures pursuant to Chapter 47.06A.020 and 34.05 RCW