Okla. Stat. tit. 82, § 82-863.2

A. The powers, rights and privileges and functions of the Grand

River Dam Authority, hereinafter referred to as the "district",

shall be exercised by a seven-member Board of Directors, to be

appointed according to the provisions of this section.

B. The Board shall have rulemaking authority pursuant to the

provisions of the Grand River Dam Authority Act. By majority vote,

the Board shall have the authority to grant exemptions from any

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rules not promulgated pursuant to the Administrative Procedures Act

which deal with the waters of the Grand River and its tributaries.

The Board shall be responsible for approving business expenses of

the district necessary to carry out the business of the district.

It shall be the duty of the Board of Directors to oversee the

functions of the district and ensure the operations of the district

are in compliance with all applicable state laws and that expenses

of the district comply with state and federal guidelines for

business expense deductibility.

C. Members appointed to the Board or who serve as designees

shall be domiciled in the State of Oklahoma and shall have paid

state income taxes for a minimum of one (1) year prior to the date

of appointment.

D. No person shall be eligible to serve on the Board of

Directors if the person, during the three (3) years prior to the

appointment, has been employed by an investor-owned utility company,

or has held a federal, state or county office, elective or

appointive.

E. A member of the Board may be eligible to serve on the

Oklahoma Ordnance Works Authority Board of Trustees, if appointed to

that position by the Governor.

F. Members of the Board of Directors shall be appointed as

follows:

1. The Governor shall appoint a director to represent the

industrial and commercial customers of the district;

2. The Governor shall appoint a director to represent economic

development interests, lake enthusiasts and property owners;

3. The Governor shall appoint an at-large director;

4. The President Pro Tempore of the Oklahoma State Senate shall

appoint an at-large director;

5. The Speaker of the House of Representatives shall appoint an

at-large director;

6. The General Manager of the Oklahoma Association of Electric

Cooperatives, or designee, shall be a voting ex officio director;

and

7. The Executive Director of the Municipal Electric Systems of

Oklahoma, or designee, shall be a voting ex officio director.

G. A successor to a director of the Board shall be appointed in

the same manner as the original director and shall serve a term of

five (5) years. Directors may be eligible to serve more than one

term if so reappointed by the original appointing authority or a

different or successor appointing authority.

H. Any director appointed to fill a vacancy on the Board

occurring prior to the expiration of the term for which the

predecessor was appointed shall be appointed for the remainder of

such term.

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I. Each director shall qualify by taking the official oath of

office prescribed by general statute.

J. Notwithstanding any other provisions of law, any director or

designee may be removed by the member's appointing authority only

for just cause. Additionally, any member who fails to attend a

total of three (3) regularly scheduled board meetings in one (1)

calendar year may be removed by the member's appointing authority.

K. Each director shall be allowed actual and necessary expenses

incurred by such director for attending meetings of the Board and

authorized business of the district pursuant to the provisions of

the State Travel Reimbursement Act. No director shall hold any

other position of employment within the Grand River Dam Authority at

the same time such director is serving on the Board.

L. The time and place of the regular meetings and the manner in
sary expenses

incurred by such director for attending meetings of the Board and

authorized business of the district pursuant to the provisions of

the State Travel Reimbursement Act. No director shall hold any

other position of employment within the Grand River Dam Authority at

the same time such director is serving on the Board.

L. The time and place of the regular meetings and the manner in

which special meetings may be called shall be set forth in the

bylaws of the district. Four directors shall constitute a quorum at

any meeting, and, except as otherwise provided in the Grand River

Dam Authority Act or in the bylaws, all action may be taken by the

affirmative vote of the majority of the Board present at any such

meeting, except that no bonds, notes or other evidence of

indebtedness, and no amendment of the bylaws, shall be valid unless

authorized or ratified by the affirmative vote of at least four

directors.

M. At the first meeting of the Board following July 1, 2003,

the members appointed pursuant to this section shall, by majority

vote, elect a chair and chair-elect who shall serve as the vice-

chair. The chair and the chair-elect shall serve a term of one (1)

year. Thereafter, the membership of the Board shall elect a chair-

elect, at the first meeting of each year and the previous chair-

elect shall assume the position of chair for the ensuing year. A

member may serve more than one term as chair or chair-elect during

their tenure on the Board, provided, however, they may only serve

one term in any three-year period.

N. The Asset Committee shall be chaired by the director

appointed to represent economic development interests, lake

enthusiasts and property owners. Other members of the Committee may

be selected by the Board.

O. The Board may appoint temporary or permanent subcommittees

which may include employees of the district or other persons for any

purpose it deems necessary or appropriate.

P. The Board is authorized to adopt or amend the bylaws of the

district as necessary to comply with the provisions of the Grand

River Dam Authority Act.

Q. For the purposes of Section 4254 of Title 74 of the Oklahoma

Statutes, the directors of this board, appointed pursuant to this

section, shall not be considered state officers or state employees.

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