§ 11-24-104. Members.

Members.  (a) (i)  Election Committee.  The Authority shall be governed by a Board of Directors consisting of seven members or such greater number, but in no event more than eleven members, as provided in the bylaws of the Authority as in effect from time to time.  Members of the Board of Directors of the Authority shall be eligible to succeed themselves and shall be elected by the election committee as hereinafter provided in this section.  On or before the 90th day following the effective date of this act, each of those eligible public agencies which shall have, prior to such 90th day, by proper resolution of its governing body or its public trust, declared its intention to participate, or to have any public trust operating its electric system participate, with the Authority in the development of power supply resources, shall designate one person as its representative on the election committee.  All such resolutions of declaration of intention to participate with the Authority shall be filed with the Secretary of State and shall be presented to the election committee at its first meeting which shall be held in the office of the Municipal Electric Systems of Oklahoma at 11:00 a.m. on the first Tuesday following such 90th day. At such meeting the election committee shall organize and elect a chairman and such other officers as may be desirable in the determination of the election committee.  The election committee shall then determine the sufficiency of the resolutions presented to it.

(ii)  Election Committee Voting.  For purposes of voting upon any matter which may properly come before the election committee, each representative shall have one vote unless otherwise provided in the bylaws of the Authority as in effect from time to time.  The presence at any meeting of the election committee of representatives entitled to cast a majority of the total votes to which the election committee shall be entitled shall, unless otherwise provided in the bylaws of the Authority as in effect from time to time, constitute a quorum of the election committee.

(iii)  Bylaws of the Authority.

(A)The bylaws of the Authority shall be adopted by the election committee of the Authority by a majority vote of the election committee and may thereafter be amended at any time and from time to time in whole or in part by the election committee or by the Board of Directors by a majority of the total votes entitled to be cast at any properly called and constituted meeting thereof, provided, however, that any such amendment shall not violate the provisions of Section 19 hereof.

(B)The bylaws of the Authority shall provide the following:

(1)  the time, place, manner of calling, notice, quorum and voting provisions, and other procedural rules for regular and special meetings of the election committee of the Authority;

(2)  the time, place, manner of calling, notice, quorum and voting provisions, and other procedural rules for regular and special meetings of the Board of Directors of the Authority;

(3)  provisions for the number, election, term of office and removal of members of the Board of Directors and for filling vacancies on the Board of Directors;

(4)  the titles, duties and manner of election, removal and replacement of officers of the Authority;

(5)  provisions governing when the Authority may dissolve and the disposition of property of the Authority and the procedures to be followed in the event of such a dissolution, provided, however, that any such dissolution shall not violate the provisions of Section 19 hereof; and  (6)  such other rules for regulating the affairs of the Authority as the election committee or the Board of Directors may deem necessary or advisable.

(iv)  Board of Directors.  The initial members of the Board of Directors of the Authority shall be elected by the election committee of the Authority.  Members of the Board of Directors of the Authority shall be residents of the State of Oklahoma.  Members of the Board of Directors of the Authority may, but need not, be members of the election committee.  Each member of the Board of Directors of the Authority shall hold office until the adjournment of the annual meeting of the Board of Directors held at, or nearest to, the expiration of his term of office as provided in the bylaws of the Authority and until his successor is elected.

(b)  Additional Members of Election Committee.  Each eligible public agency declaring its intention, by proper resolution of its governing body, to participate, or to have any public trust operating its electric system participate, with the Authority in the development of power supply resources after the 90th day following the effective date of this act shall promptly file such resolution with the Secretary of State and give written notice to the Authority of the adoption of such resolution and shall then designate one person as an additional member of the election committee whose term shall begin with the first meeting of the election committee which is held following the expiration of ten (10) days from the date of receipt of notice of the adoption of such resolution by the Authority.  Members of the election committee shall serve at the pleasure of the governing body of the eligible public agency by which they were appointed.

Laws 1981, c. 218, § 4, emerg. eff. June 2, 1981. de