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Article V

Board Committees; Executive Committee

  1. Executive Committee. The Executive Committee shall consist of one GM from each Member. The Executive Committee hires and oversees the executive director (the “Executive Director”), who reports directly to it, and works with OPUDA’s lobbyist to take legislative action and advise the Board about legislative activities. The Executive Committee shall bring its final decisions and recommendations to the Board for a vote.
  2. Committees Generally; Powers. The President may designate one or more additional committees, with each such committee consisting of one or more of the directors, or, if approved by the Board, other individuals designated by the President. Each committee, to the extent permitted by applicable law and expressly authorized by the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of OPUDA and may authorize and act on behalf of OPUDA.
  3. Quorum and Action by Committee. Unless the Board provides otherwise, at all meetings of a committee, a majority of the then-authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee.
  4. Committee Rules and Procedures. Unless the Board provides otherwise, each committee may make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business under Article IV, above.
  5. Action Without Meeting. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any committee meeting may be taken without a meeting if all members of the committee consent thereto in writing. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the committee in accordance with applicable law.
  6. Remote Meetings. Committee meetings may be held utilizing telephone conference or other electronic means if all persons in the meeting can hear each other and be heard. Participation by a member of a committee in a meeting pursuant to this section shall constitute presence in person at such meeting.