OPUDA Bylaws

Amendments

These Bylaws may be adopted, amended, repealed, restated, or added to by affirmative vote of three-fourths or more of the Elected Directors. Not less than twenty (20) days before any meeting of the Board at which proposed changes to these Bylaws are to be considered, a written notice setting forth the text of the proposed amendments or restatement shall be sent to each director and each Member.

The Board may also adopt one or more written policies, to the extent not inconsistent with these Bylaws, in a policy book to be updated and maintained by the Executive Director. Any such policies will be reviewed on the same cycle as these Bylaws.

Dues and Budgets

1. Financing OPUDA’s Activities. The Association shall finance its activities, in whole or in part, through the collection of dues and special assessments to be paid by its Members.
2. Amount; Time to Pay. Each year during its annual meeting, the Board shall set the amount of dues to be paid by each Member for the upcoming year. Annual dues shall be an equal amount for each Member and shall be paid on or before January 1 each year.
3. Additional Amounts. In addition to charging and collecting dues, the Board may, from time to time, levy special assessments against the Members to cover extraordinary or unexpected expenses anticipated or incurred by OPUDA. Special assessments shall be assessed in equal amounts to each Member and shall be paid within such time and in such manner as determined by the Board.
4. Preparation of Budget. Prior to the annual meeting, the Executive Director shall prepare a proposed budget for OPUDA 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.

Indemnification of Directors, Officers, Employees, and Agents

1. Indemnification. To the fullest extent permitted by law as it presently exists or may hereafter be amended, OPUDA shall defend, advance expenses, save and hold harmless and indemnify its directors, officers, employees and agents, whether elected or appointed, who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, arising out of any act or omission of such person occurring in the performance of such person’s duties to OPUDA and against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of a proceeding) or advancement of expenses not paid in full, OPUDA shall be required to indemnify a covered person in connection with a proceeding that was commenced by such covered person only if the commencement of such proceeding by the covered person was authorized in the specific case by the Board.
2. Advancement of Expenses. The Board may but need not authorize OPUDA to pay the expenses (including attorneys' fees) actually and reasonably incurred by a person covered by Article VII, Section 1, in defending any proceeding in advance of its final disposition, if (a) such person requests it in writing, and (b) OPUDA receives an undertaking by or on behalf of such person that all advanced amounts will be repaid to OPUDA if it is ultimately determined by final decision that such person was not entitled to indemnification by Article VII, section 1 or by applicable law. Payment of such expenses actually and reasonably incurred by such person may be made by OPUDA, subject to such terms and conditions as OPUDA, in its discretion, deems appropriate.
3. Insurance. The Board shall procure and maintain insurance against all such liability of OPUDA and its directors, officers, and employees, and agents to the extent such insurance is authorized by law.
4. Repeal, Amendment, or Modification. Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Officers

3. Officers. The officers of OPUDA shall be a president (the “President”), a president-elect (the “President-Elect”), the Chair, the Chair-Elect, and a secretary-treasurer (the “Secretary-Treasurer”).
4. Election. Officers shall be elected as provided in these Bylaws and shall serve until a successor is elected and qualified or until earlier death or resignation.
   1. The President and President-Elect shall be Elected Directors from the Member whose turn it is, based on an annual alphabetical rotation of eligible Members. The President shall be elected annually and shall serve a one-year term, with the President-Elect succeeding to the office of President the following year. The alphabetical rotation proceeds year-to-year, through the list of Members, then repeats from the beginning; new Members join the rotation after one year. The Board may approve changes to the rotation.
   2. The Chair and Chair-Elect shall be elected annually by a majority of the GM members of the Executive Committee.
   3. The Secretary-Treasurer shall be another individual approved by the Board.
5. President. The President shall serve as chair of the Board and shall preside over meetings of the Board and of the membership. In addition, the President shall perform such other duties as may be directed by the Board. The President is also expected to work closely with the Chair and the Executive Director as appropriate to plan and coordinate the content and agenda for scheduled OPUDA meetings.
6. President-Elect. The President-Elect shall have such powers and perform such duties as may be assigned to him or her from time to time by the President.
7. Chair. The Chair shall serve as chair of the Executive Committee and shall preside over its meetings. The Chair is also expected to work closely with the President and the Executive Director as appropriate to plan and coordinate the content and agenda for scheduled OPUDA meetings and act as the primary liaison between the Executive Committee, Executive Director, and President.
8. Chair-Elect. The Chair-Elect shall have such powers and perform such duties as may be assigned to him or her from time to time by the Chair.
9. Secretary-Treasurer. The Secretary-Treasurer shall attend all meetings of the Board. The Secretary-Treasurer shall oversee all votes and the minutes of all proceedings. The Secretary-Treasurer also shall oversee the keeping of the books and records of OPUDA.
10. Employees and Other Agents. The Board may, from time to time, appoint such employees and other agents as it shall deem necessary, any of whom shall have such authority and perform such duties as the Board may, from time to time, determine and to the fullest extent allowed by law.
11. Compensation. The President, Chair, Chair-Elect, and Secretary-Treasurer shall not be compensated for their service as officers and shall not be entitled to reimbursement for any expenses incurred by them in connection with their service.

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.

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.

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.

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.

Mission Statement

The mission of OPUDA is to benefit customer-owners of Oregon people’s utility districts (each a “PUD”) by promoting state legislation, regulation, and policy, and by advancing the shared interests of its Members through networking, idea exchange, and education.