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Article IV

Meetings

  1. Annual and Regular Meetings. An annual meeting and regular meetings of the Board shall be held at such times and places as determined by the Executive Committee; provided that, unless otherwise set by the Executive Committee, the annual meeting will be hosted by the Member who nominated the current President. The Board shall meet in person at least quarterly, including the annual meeting, and may hold additional virtual meetings as scheduled by the Executive Committee and approved by the Board.
  2. Special Meetings. Special meetings of the Board may be held at such times and at such places as may be determined by the Executive Committee, the President, or one-third or more of the Elected Directors on at least twenty-four (24) hours' notice to each director given by one of the means specified herein if other than by mail or on at least three (3) days' notice if given by mail.
  3. Remote Meetings. Board meetings may be held by telephone conference or other electronic means if all persons in the meeting can hear each other and be heard. Participation by a director in a meeting under this section shall constitute presence in person at such meeting.
  4. Adjourned Meetings. A majority of the Elected Directors at any Board meeting, whether or not a quorum is present, may adjourn and reconvene such meeting at another time and place. At least twenty-four (24) hours’ notice of any adjourned Board meeting shall be given to each director, whether or not present at the time of adjournment, if given by means other than mail, or at least three (3) days' notice if given by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.
  5. Notice of Meetings. Except as otherwise provided in these Bylaws, whenever notice is required to be given to any director by applicable law, the Articles, or these Bylaws, such notice is effective when given in person or by telephone, by mail addressed to a director at such address in the records of OPUDA, email, or other means of electronic transmission.
  6. Waiver of Notice. Whenever notice to directors is required by applicable law, the Articles, or these Bylaws, a director may waive the required notice in writing or electronic transmission, whether before or after such notice is required. Attendance by a director at a meeting is a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board meeting need be specified in any waiver of notice.
  7. Quorum of Directors. Except as otherwise permitted by applicable law, the presence of a majority of the Elected Directors shall constitute a quorum for the transaction of business at any meeting of the Board. In the absence of a quorum, no official business may be transacted.
  8. Action by Majority Vote. Except as otherwise provided by applicable law, the Articles or these Bylaws, the vote of a majority of the Elected Directors present at a meeting at which a quorum is present shall be the act of the Board. In the event of a tie vote, the President may cast a tie-breaking vote in his or her capacity as such.
  9. Action Without Meeting. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if approved in accordance with ORS 65.341 or ORS 65.343. Unless permitted under ORS 65.343, such action must be approved by the unanimous written consent of all Elected Directors then in office. For purposes of these Bylaws, “in writing” includes electronic communications (e.g., email) that can be retained and reproduced, provided they comply with applicable Oregon law. All consents shall describe the action taken and shall be filed with the minutes of the Board.
  10. Process; Procedures. Meetings will be guided and governed by any rules and procedures adopted by the Board for purposes of such meeting, including, for example, the Robert’s Rules of Order, in a manner that does not conflict with these Bylaws.