Okla. Stat. tit. 11, § 11-24-104

A. 1. Election Committee. The Oklahoma Municipal Power

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 June 2, 1981, 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.

Oklahoma Statutes - Title 11. Cities and Towns Page 213

2. 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.

3. 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 24-119 of

this title.

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 24-119 of this

title, and
(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 24-119 of this

title, and

(6) such other rules for regulating the affairs of

the Authority as the election committee or the

Oklahoma Statutes - Title 11. Cities and Towns Page 214

Board of Directors may deem necessary or

advisable.

4. 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 this state. 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 the Director's term of office as provided in the

bylaws of the Authority and until a 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 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.