AMENDED AND RESTATED BYLAWS
OF
OREGON PEOPLE’S UTILITY DISTRICT ASSOCIATION, INC.
ENACTED MAY 11, 2012

Last revised October 16, 2023

ARTICLE I
Mission Statement

The mission of OPUDA is to benefit customer owners of PUDs, influence state legislation, regulation and policy and provide focus on related interests of its member PUDs by networking, idea sharing and educating each other.

ARTICLE II
Full Members

Any operating Oregon People’s Electric Utility District is eligible for Full Membership in the Association upon approval of such entity’s application for membership by the Board of Directors and payment of appropriate assessed fees.

ARTICLE III
Board of Directors

Each Full Member will designate in writing a representative and an alternate representative. These representatives must be elected directors of Full Member PUDs. Written notification of such appointments shall be sent to the Association by the date of the last Fully scheduled OPUDA Board meeting of each year. The persons so appointed as representatives by the Full Members shall constitute the Board of Directors of the Association; and the persons appointed as alternates by the Full Members shall serve on the Board of Directors in place of their Full Member’s representative when such representative is unable to attend a meeting of the Board of Directors. In the event that the designated representative or alternative cannot attend the monthly meeting; the member PUD shall appoint a representative to vote at the meeting and will identify this assignment at the start of the board meeting. Each Full Member representative shall have one vote.

ARTICLE IV
Meetings

Section 1. Meetings will be guided/governed by Robert’s Rules of Order, to which they are applicable and not inconsistent with the OPUDA bylaws and any special rules of order adopted by OPUDA.

Section 2. The officer who presides at any meeting may not act as the Board representative of their Full Member PUD.

Section 3. At any meeting of the Board of Directors, attendance of representatives, or alternates representing a majority of the Full Members shall constitute a quorum. A representative or alternate of a Full Member must be present at a meeting of the Board in order to vote on issues coming before the board. In the absence of a quorum, no official business may be transacted. Should there not be a quorum represented at any meeting regularly or specially called, the meeting may be recessed until a quorum shall be established.

Section 4. Except as provided in these Bylaws, all matters coming before the Board of Directors shall be decided by a simple majority of those attending a meeting at which a quorum is present. In the event of a tie-vote, the President may vote in the capacity of a representative of the OPUDA organization as a whole, not in the capacity of his or her Member Organization.

Section 5. Special meetings of the Board of Directors may be held at any time upon the call of the President or representatives representing one-third or more of the Full Members. Such special meetings shall be held at the offices of the Association, or at such other location as may be designated in the notice of the meeting.

Section 6. The Board of Directors shall hold an annual organizational meeting jointly with or immediately following the annual meeting of the Association. At this meeting, the directors shall elect officers of the Association for the ensuing year, establish and approve the budget, and conduct such other business as may come before them. Full meetings of the board shall be held at such times and in such places as may be designated in the notice of the meeting.

Section 7. A meeting notice shall be sent to Full, Associate, and Other Utility Members a minimum of five (5) days prior to such meeting, unless the President declares an emergency, in which case meeting notices shall be issued as early as possible prior to the scheduled meeting. Meeting notices shall include the time, date, and location of the meeting, and shall include a general summary of the topics to be addressed at the meeting. Notices via current email addresses shall be acceptable.

ARTICLE V
Officers

Section 1. The officers of the Association shall be the President, President-Elect, Past-President, and Secretary-Treasurer. To be eligible to serve, the President, President-Elect, and Past-President must be elected board members of a Full Member, and the Secretary-Treasurer shall be either an elected board member or staff member of a Full Member, throughout their term of office. An officer who ceases to meet these qualifications during his or her term shall become immediately ineligible to serve.

Section 2. Not less than sixty (60) days before each annual meeting of the Full Members, the President shall identify the incoming President and President-Elect from the prescribed rotation-order. The Board of Directors, shall rotate candidates among the Full Member PUDs in reverse alphabetical order so that each year the candidate shall be a representative of another Full Member PUD. If additional PUDs become Full Members of the Association, they each shall be added to the rotation in reverse alphabetical order; PROVIDED, however, that any such new Full Member must be a Full Member for at least one year before that Full Member’s representative shall be eligible to serve as President-Elect of the Association; and PROVIDED further, that if any such new Full Member’s representative is ineligible under these criteria; he or she shall not become eligible for nomination until the next full rotation. The rotation-order will dictate the incoming President, who will serve as the President-Elect. Full Member PUDs may request a change in the rotation-order and obtain approval from the Board of Directors. The approved rotational-order changes will be documented in the OPUDA Policy book. The position of Secretary-Treasurer is not included within the rotation-order and will be selected and nominated by the President.

Section 3. The President, President-Elect and Secretary-Treasurer shall be elected by the Board of Directors at their annual organizational meeting. Except as otherwise provided herein, each officer shall hold office for one year, beginning January 1 until his or her respective successor is elected and qualified.

Section 4. The President shall serve as the Chairman of the Board of Directors and shall preside over meetings of the Board and of the membership. In addition, the President shall represent the Association at official functions, sign agreements on behalf of the Association, appoint the budget committee, participate in the Legislative Oversight Committee, review/create Ad Hoc Committees, direct/respond to communications for the organization, and perform such other duties as may be directed by the Board of Directors. If at any time during such term, the President resigns or is removed from the office of President pursuant to Article V, Section 7, or is ineligible, unable or unwilling to continue to serve, the office of President shall become vacant, the Full Member PUD currently responsible for occupying the office will put forward a replacement and the OPUDA Board of Directors will confirm the nomination to serve out the remainder of the unexpired term.

Section 5. The President-Elect shall serve as the Vice Chair of the Board of Directors; shall preside over meetings of the Board of Directors and the membership in the absence of the President; and shall perform such other duties as may be directed by the Board of Directors or the President. If at any time during such term, the President Elect resigns or is removed from the office pursuant to Article V, Section 7, or is ineligible, unable or unwilling to continue serving as President-Elect, the office shall become vacant, the Full Member PUD currently responsible for occupying the office will put forward a replacement and the OPUDA Board of Directors will confirm the nomination to serve out the remainder of the unexpired term.

Section 6. The Secretary-Treasurer shall oversee the keeping of the books and records of the Association; cause to be given all notices required by law; cause to be kept accurate minutes of all meetings of the members and of the Board of Directors; render financial reports to the members and the Board; and perform such other duties as may be directed by the Board of Directors or the President. If at any time during such term, the Secretary-Treasurer resigns or is removed from the office pursuant to Article V, Section 7, or is ineligible, unable or unwilling to continue serving as Secretary-Treasurer, the office shall become vacant, and the Board of Directors shall appoint a successor Secretary-Treasurer who shall assume the duties of such office for the remainder of the unexpired term.

Any duties under this Section may be fulfilled by an independent contractor, individual or firm selected by the Association and shall fulfill the requirements hereunder.

Section 7. The President, President-Elect or Secretary-Treasurer may be removed from their respective offices prior to the conclusion of their term of office by the affirmative vote of two-thirds or of entire Board of Directors. Such removal may be with or without cause.

Section 8. The President, President-Elect and Secretary-Treasurer shall not be compensated for their service as officers of the Association, and shall not be entitled to reimbursement by the Association for any expenses incurred by them in connection with their service.

ARTICLE VI
Indemnification of Directors, Officers, Employees and Agents

To the fullest extent permitted by law, the Association shall defend, save and hold harmless and indemnify its directors, officers, employees and agents, whether elected or appointed, against all claims or demands arising out of any act or omission of such person occurring in the performance of such person’s duties to the Association. The Board of Directors shall procure and maintain insurance against all such liability of the Association and its directors, officers, employees and agents to the extent such insurance is authorized by law.

ARTICLE VII
Dues and Budgets

Section 1. The Association shall finance its activities, in full or in part, through the collection of Full dues and special assessments to be paid by its Full Member PUDs as a condition of Full Membership.

Section 2. Each year during its organizational meeting, the Board of Directors shall set the amount of Full dues to be paid by each Full Member during the ensuing year. Annual dues adopted by the Board shall be an equal amount among all Full members of the Association. Full dues shall be charged on an annual basis which shall be due and payable on the first day of January each year.

Section 3. In addition to charging and collecting Full dues, the Board of Directors of the Association may from time-to-time levy special assessments against the Full Members, to cover extraordinary or unexpected expenses anticipated or incurred by the Association. Special assessments shall be levied in equal amounts to each Full Member of the Association, and shall be paid within such time and in such manner as is determined by the Board.

Section 4. Prior to the annual meeting, the Budget Committee shall prepare a proposed budget for the Association for the ensuing year. The proposed budget shall be presented to and approved or modified by the Board prior to the end of the calendar year.

ARTICLE VIII
Standing and Ad Hoc Committees

Section 1. In order to effectively and efficiently carry out the work and business of the Association, the following Standing Committees shall be appointed by the President:

A. The Budget Committee shall be composed of a representative from each Full Member PUD. They shall meet prior to the annual meeting in order to prepare a budget for approval at the annual meeting.

B. The Legislative Oversight Committee shall be composed of the Full Member’s General Manager or their staff delegate and the President of the Board of Directors. They are charged with working with the OPUDA lobbyist to take legislative action and advise the Board of Directors about legislative activities.

Section 2. The President may appoint such ad hoc committees as the President deems necessary or appropriate from time to time to advance the policies and accomplish the objectives of the Association. The membership and activities of ad hoc committees shall be at the direction of the President. Ad hoc committees shall be created and/or renewed annually at the discretion of the current President.

ARTICLE IX
Associate and Other Utility Services Members

Section 1. There is hereby created a class of membership entitled “Associate Member.” Any person, public or private corporation, limited liability company, general or limited partnership or government entity not eligible for Full Membership shall be eligible to become an Associate Member of the Association, upon approval of such person’s or entity’s application for membership by the Board of Directors, and upon the payment to the Association of such Associate Member’s fees as may be assessed by the Board. PROVIDED, however, that no regulated electric utility or its subsidiary may be an Associate Member of the Association. A regulated electric utility or its subsidiary shall mean any electric utility which derives its rate setting authority and related authorizations from the Oregon Public Utilities Commission.

Section 2. There is hereby created a class of membership entitled “Other Utility Services Member.” Any public corporation or governmental entity that provides other utility services shall be eligible to become an Other Utility Services Member upon approval of such entity’s application for membership by the Board of Directors, and upon the payment to the Association of such Other Utility Services Member’s fees as may be assessed by the Board. PROVIDED, however, that no regulated electric utility or its subsidiary may become an Other Utility Services Member of the Association.

Section 3. Associate Members and Other Utility Services Members and their representatives:

A. May attend all meetings of the Full Members, and all other functions and affairs of the Association, including the annual meeting of the Full Members, except for designated Executive Sessions;

B. Shall not have voting privileges, and their representatives shall not be eligible to serve on the Board of Directors or hold office in the Association;

C. Will be accorded all other rights and privileges of Full Members.

Section 4. Fees for the Associate Members and Other Utility Services Members shall be set by the Board of Directors from time to time. Each applicant for Associate or Other Utility Services Membership shall pay the Associate Members’ fee or the Other Utility Services Members’ fee at the time the application for such is submitted. Each year thereafter during which the Associate Member or Other Utility Services Member wishes to continue the membership, such Member shall pay the applicable Members’ fee within thirty (30) days after receiving an invoice therefor.

Section 5. Associate Members and Other Utility Services Members shall continue as such Members in the Association subject to the pleasure of the Board of Directors, which may terminate the membership of an Associate Member or Other Utility Services Member at any time by refunding to the Member a pro-rata portion of any Members’ fee paid by that Associate or Other Utility Services Member for the current year.

ARTICLE X
Amendments

These Amended and Restated Bylaws may be further amended or restated from time to time upon the affirmative vote of three-fourths or more of the members of the Board of Directors of the Association at any meeting of the Board of Directors. Not less than twenty (20) days before any meeting of the Board of Directors at which amendments to or restatements of these Bylaws are to be considered, a written notice setting forth the text of the proposed amendments or restatement shall be sent to each Full Member of the Association. The bylaws will be reviewed every 3-years. The OPUDA Policy book will be reviewed on a 3-year cycle and any updates presented and approved by the Board of Directors.