ORS 262.055 Management of agency; directors; officers; meetings

A joint operating agency shall be managed and controlled by a board of directors. The city’s utility board, if there is one and if there is no such board, the legislative body of each member city and district shall appoint a representative to serve as a director on the board. However, if the joint operating agency has less than four members, each member shall appoint two representatives to serve as directors, each of whom shall cast one-half of the votes to which the member is entitled as provided by subsection (4) of this section. Each member may appoint one or more alternates to serve as a director in the absence or disability of a representative. Each representative and alternate shall serve at the pleasure of the legislative body of the appointing member, but no director shall serve following the withdrawal of the appointing member. Notwithstanding any other provision of law or city charter a member may appoint any of its officers and employees to serve as its representatives and alternates. A joint operating agency may provide reasonable compensation to its directors.

Each director of a joint operating agency shall act as a representative of the appointing member and shall report to and be bound by the policy decisions of the utility board or legislative body thereof, as the case may be.

The board of the joint operating agency shall adopt rules for calling and conducting its meetings and carrying out its business and shall adopt an official seal. All proceedings of the board shall be by motion or resolution, and shall be recorded in the minute book of the board which shall be a public record. A majority of the board shall constitute a quorum for the transaction of business; however, no motion or resolution shall be adopted unless the directors voting are entitled to cast a majority of the votes of all members of the joint operating agency.

At all meetings of the board, each member city and district shall have one vote by virtue of its membership. The board of directors of a joint operating agency shall provide by resolution for voting procedures which shall take into account the relative population of the members, together with their contributions to and energy purchases from the joint operating agency, and which shall provide that the interests of smaller members will be effectively represented.

The board of directors shall elect a president, vice president and secretary, who shall serve at the pleasure of the board. The officers shall perform the duties delegated to them by the board.

The board of directors shall appoint a treasurer, and may appoint such other officers, agents and employees as it considers appropriate and necessary to accomplish the purposes of the joint operating agency, and may provide for their compensation, and for the duties of such other officers, agents and employees. The board may appoint trustees, paying agents, depositories and similar agents within or without the State of Oregon.

All meetings of the board of directors, except meetings on matters involving the management of employees, and other labor matters, shall be open to the public.