Article III

Board of Directors

1. General Powers. The Board shall manage the business and affairs of OPUDA. The Board may adopt such rules and procedures as it may deem proper for the conduct of its meetings and the management of OPUDA.
2. Number; Director Roles. The Board shall consist of two individuals from each Member: (a) the PUD’s General Manager (“GM”) and (b) one individual elected by the Member following such Member’s procedures (the “Elected Director”). The number of directors may be changed from time to time by Board resolution. Only the Elected Director from each Member is entitled to vote on the Board, provided that such Elected Director may delegate its voting power to the GM or an alternate director for a specific meeting or defined period, provided such delegation is in writing (including electronic communication) and delivered to the President before the meeting or vote for which it applies. Any delegation automatically expires after the specified meeting or period and may not be open-ended. Each GM shall serve on the Executive Committee, which shall advise the Board.
3. Term of Office. Each director shall hold office until a successor is duly appointed by the applicable Member or until the director's earlier death or resignation.