Article II

Membership; Limited Voting Rights

  1. Full Members; Membership Dues. Any electric PUD operating in Oregon is eligible for full membership (each a “Member”) in OPUDA upon approval of such PUD’s application for membership by OPUDA’s Board of Directors (the “Board”), payment of appropriate membership fees, and satisfaction of any other standards as determined by the Board. Members shall have only those rights outlined in the OPUDA’s Articles of Incorporation (the “Articles”) and in these Amended and Restated Bylaws (these “Bylaws”). No Member may transfer its membership, and all membership rights cease upon the Member's dissolution or failure to meet the membership requirements as set forth by the Board.
  2. Each Member may elect or appoint directors as provided in Article III, Section 2. Members have no other voting rights under these Bylaws, except as expressly provided in ORS Chapter 65.
  3. Additional Classes of Membership. In addition to membership as Members provided for above, the Board may establish additional classes of membership. These members shall not have any voting, ownership, or distribution rights in OPUDA.
    1. Associate Members. There is hereby created a class of membership called “Associate Member.” Subject to the exceptions below, any person, public or private corporation, limited liability company, general or limited partnership or government entity may become an Associate Member upon application to and approval by the Board and payment of any fees assessed by the Board; provided, however, that an Associate Member may not be a PUD that is eligible to become a Member.
    2. Rights of Associate Members. Associate Members may attend annual and other meetings of the Members, and all other functions and affairs of OPUDA, except for meetings of the Executive Committee (as defined below), and shall have such other rights to information and participate in the activities of OPUDA as provided by the Executive Committee.
    3. Suspension of Membership. The Executive Committee may terminate the membership of an Associate Member at any time in its discretion and shall refund such member a pro-rata portion of any fee paid for that year.
  4. Notice to Members for OPUDA’s Board Meetings. The Executive Director shall send a notice of Board meeting to all Members as early as possible before 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, as well as any other means of notice provided for in Article IV, Section 5.