By Laws

ARTICLE 1 – GENERAL.. 3

  1. Section 1 – Name. 3
  2. Section 2 – Purpose. 3
  3. Section 3 – Seal3
  4. Section 4 – State Office. 3
  5. Section 5 – Fiscal Year3
  6. Section 6 – Association Rules of Procedure. 3
    1. Clause 1 – Authority. 3
    2. Clause 2 – Amendment 4
  7. Section 7 – Limitations. 4
    1. Clause 1 – Union Affiliation. 4
    2. Clause 2 – Strike Policy. 4

ARTICLE II – STATE ASSOCIATION.. 4

  1. Section 1 – Membership Categories. 4
    1. Clause 1 – Active Membership. 4
    2. Clause 2- Retiree Membership. 4
    3. Clause 3 – Associate Membership. 4
    4. Clause 4 – Corporate Membership. 5
    5. Clause 5- Honorary Membership. 5
    6. Clause 6- Lifetime Membership. 5
    7. Clause 7- Voting. 5
    8. Clause 8 – Termination of Membership. 5
    9. Clause 9- Termination Procedures. 5
    10. Clause 10 – Reinstatement of Terminated Membership. 6
  2. Section 2 – Board of Directors. 6
    1. Clause 1 – Authority. 6
    2. Clause 2 – Membership. 6
    3. Clause 3 – Ex-Officio. 6
  3. Section 3 – Meetings. 6
    1. Clause 1 – Regular Meetings. 6
    2. Clause 2 – Special Meetings. 6
    3. Clause 3 – Quorum.. 7
    4. Clause 4 – Telecommunication Meetings. 7
    5. Clause 5 – Action by Unanimous Written Consent7
  4. Section 4 – Committees of the Board – Definitions. 7
    1. Clause 1 – General7
    2. Clause 2 – Resolutions Committee. 7
    3. Clause 3 – Election Board. 7
    4. Clause 4 – Audit Committee. 8
  5. Section 3 – Advisory Councils. 8

ARTICLE III – OFFICERS. 8

  1. Section 1 – General8
  2. Section 2 – Executive Committee. 8
  3. Section 3 – Term of Office. 8
  4. Section 4 – President/Chairman of the Board. 8
  5. Section 5 – Vice-Chair of the Board. 9
  6. Section 6 – President Emeritus. 9
  7. Section 7 – Secretary. 9
  8. Section 8 – Treasurer9
  9. Section 9 – Vacancies. 9

ARTICLE IV – BUSINESS. 9

  1. Section 1 – Finances. 9
    1. Clause 1 – Dues. 9
    2. Clause 2 – Audits. 9
  2. Section 2 – Contracts. 10
  3. Section 3 – Dissolution. 10

ARTICLE V – EXECUTIVE DIRECTOR.. 10

  1. Section 1 – Employment10
  2. Section 2 – Administrative Responsibilities. 10
  3. Section 3 – Liaison Responsibilities. 10
  4. Section 4 – Fiscal Responsibilities. 10
  5. Section 5- Signatory Agent11
  6. Section 6 – Personnel Responsibilities. 10
  7. Section 7- Other Responsibilities. 11

ARTICLE VI – REGIONAL ORGANIZATION.. 11

  1. Section 1 – General1
  2. Section 2 – Regional Directors. 11
  3. Section 3 – Duties. 11
  4. Section 4 – Vacancy. 12
  5. Section 5 – Removal of Region Director12
  6. Section 6 – Regional Council12
  7. Section 7 – Region Bylaws. 12
  8. Section 8 – Regional Council Officers. 12

ARTICLE VII – CHAPTER ORGANIZATION.. 12

  1. Section 1 – General12
  2. Section 2 – Chapter Rules of Procedure. 13
  3. Section 3 – Dissolution of a Chapter13
  4. Section 4 – Chapter Membership. 13
  5. Section 5 – Chapter Fiscal Affairs. 13

ARTICLE VIII – ASSOCIATION MEETINGS. 13

  1. Section 1 – Delegate Assembly/Business Meeting. 13
  2. Section 2 – Special Meetings. 13
  3. Section 3 – Notice of Meetings. 14
  4. Section4- Assembly Rules and Voting Procedures. 14

ARTICLE IX – AMENDMENTS. 14

  1. Section 1 – Method. 14
  2. Section 2 – Announcement of Proposed Amendments. 14

ARTICLE X – IMPLEMENTATION.. 14
ARTICLE XI – INTERPRETATION.. 14
ARTICLE XII – SEVERABILITY.. 14

 

 

ARTICLE 1 – GENERAL

Section 1 – Name

The name of the Association is the Oklahoma Public Employees Association, a non-profit corporation incorporated in the state of Oklahoma. For convenience in these Bylaws, the corporation is sometimes referred to as the “Association.”

Section 2 – Purpose

Generally, the Association’s purpose shall consist of doing all things and performing all acts permitted a non-profit corporation under Oklahoma law. Primarily, thepurpose of the Association is to promote the progress of public service in the State of Oklahoma in every manner consistent with the best interests of the state; to maintain public service in Oklahoma as a highly respected profession; to promote the highest standards of public employee conduct in governmental affairs and to encourage in public employees a high sense of civic responsibility; to unite the public employees in Oklahoma to the end that they may exert an effective influence in the promotion of plans to improve the quality of public employees in all ways compatible with the best interests of the state; and to educate the public of the important and significant roles public employees fulfill in the lives of the communities where they work and live. Notwithstanding any other provision of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(5) of the Internal Revenue Code (or corresponding section of any future United States Internal Revenue Code).

Section 3 – Seal

The seal of the Association shall consist of two circles, the inner centered with an outline of the state and “Sept. 22” above the state outline and “1975” below the state outline, with the space between the two inscribed “Oklahoma Public Employees Association,” [seal unchanged from prior Bylaws]. The seal of the Association shall be kept in the state office.

Section 4 – State Office

The principal office of the Association shall be located in the City of Oklahoma City, County of Oklahoma, in the State of Oklahoma and shall be known as the State Office of the Oklahoma Public Employees Association.

Section 5 – Fiscal Year

The fiscal year of the Association shall be the calendar year.

Section 6 – Association Rules of Procedure

Clause 1 – Authority

The Board of Directors, hereinafter referred to as Board, will establish AssociationRules of Procedure for further governance covering the day-to-day and routine operations of the Oklahoma Public Employees Association.

Clause 2 – Amendment

Any amendments to the Association Rules of Procedure shall be adopted by resolution of the Board.

Section 7 – Limitations

Clause 1 – Union Affiliation

This Association shall not become affiliated with, become part of or endorse any labor union. The Association may join in coalition, network, and interact informally with labor unions. Contracts or the exchange of funds between the Association and labor unions are prohibited.

Clause 2 – Strike Policy

This Association adopts as its policy that there shall be no strike action taken by members of the Association. This Association shall not endorse a strike by any government employee.

ARTICLE II – STATE ASSOCIATION

Section 1 – Membership Categories

Membership in this Association shall be of six categories: Active, Retiree, Associate, Corporate, Honorary and Lifetime. The Board shall resolve any issues regarding membership, including eligibility or categorization.

Clause 1 – Active Membership

Active membership shall be extended to all employees and officersof the State of Oklahoma or a political subdivision thereof, who have:
a) Transmitted a properly completed membership application to the Association;
b) Arranged for the payment of Active membership dues to the Association.

Clause 2– Retiree Membership

Retiree membership shall be extended to all retirees of the State of Oklahoma or a political subdivision thereof, who have:
a) Transmitted a properly completed membership application to the Association;
b) Arranged for the payment of Retiree membership dues to the Association.

Clause 3 – Associate Membership

AssociateMembership may be extended to any person or organization who:
a) Is not eligible for Active or Retiree membership;
b) Is supportive of the goals and objectives of the Association;
c) Has transmitted a properly completed membership application to the Association;
d) Has arranged for the payment of Associate membership dues to the Association.

Clause 4 – Corporate Membership

Corporate Membership may be extended to any person or organization who:
a) Is not eligible for Active or Retiree membership;
b) Is supportive of the goals and objectives of the Association;
c) Has transmitted a properly completed membership application to the Association;
d) Has arranged for the payment of Corporate membership dues to the Association.

Clause 5– Honorary Membership

The Board may extend Honorary membership to any person who has made outstanding contributions to the objectives of the Association and is not eligible for Active membership in the Association. Such membership may be bestowed:
a) Upon the nomination by any active member, setting forth justifiable merits for such recognition;
b) Free from the payment of dues to the Association;
c) Subject to termination at the discretion of the Board.

Clause 6– Lifetime Membership

The Board may extend Lifetime membership to any person who has made outstanding contributions to this Association. Lifetime members shall have the rights and privileges of active members but shall not be required to pay annual dues. Such membership may be bestowed:
a) Upon the nomination by any active member, setting forth justifiable merits for such recognition;
b) Free from the payment of dues to the Association;
c) Subject to termination at the discretion of the Board.

Clause 7– Voting

Only Active and Lifetime members in good standing shall have the right to vote or serve as an officer or on a committee of the Association. Retiree members in good standing shall have the right to serve as an officer or on a committee of the Association, but shall only have the right to vote for the Director positions designated by the Board to represent the Retiree members as set forth in Article VI, Section 1. Retirees shall also have the right to vote in Association elections for President. Good standing shall mean the member is current with dues, and the membership has not been terminated by the Board or otherwise.

Clause 8 – Termination of Membership

Membership in the Association shall be terminated for any of the following reasons:
a) Death;
b) Resignation from the Association;
c) Failure to pay dues;
d) Actions deemed contrary to the primary principles or purposes of the Association (Article II, Clause 8).

Clause 9– Termination Procedures

Prior to termination of membership under Article II, Clause 8(d), a “Notice of Intention to Terminate Membership” shall be given by the Board to such member by certified mail, to the last known address, twenty (20) days prior to the date of termination. The member, upon request by the member, shall be given an opportunity to show cause why membership should not be terminated. Such termination will be made effective by a two-thirds vote of the Board present and voting in a recorded, roll call vote.

Clause 10 – Reinstatement of Terminated Membership

A membership terminated under Article II, Clause 8(d) may be reinstated by a two-thirds vote of the Board voting in a recorded, roll call vote after a period of not less than one year from the date of termination. Reinstatement of a terminated membership must be at the request of the terminated member.

Section 2 – Board of Directors

Clause 1 – Authority

The Boardshall be the governing body of the Association. The Board, in accordance with the provisions of these Bylaws, shall manage and control the property, business,and affairs of the Association, and shall be the reviewing authority with respect to all matters which, in its judgment should be reviewed, or which may arise at any level within the Association.

Clause 2 – Membership

The Board shall consist of the President,and Directors.The Directors are the Regional Directors as determined under Article VI. In all matters considered by the Board, each member shall have one vote. In the event that a Director is unable to attend a board meeting, their Proxy may attend and shall be granted full voting privileges. The proxy for a Director shall be a Council officer of the Region the Director represents.

Clause 3 – Ex-Officio

The President Emeritus and the Executive Director shall serve as ex-officio members of the Board without voting privileges.

Section 3 – Meetings

Clause 1 – Regular Meetings

The Board shall hold at least four regular meetings each year at such time and place as the President may determine. The dates of these meetings shall be annually published to the membership.

Clause 2 – Special Meetings

Special meetings of the Board may be called by the President upon three days’ notice to all members of the Board. The meeting notice may be waived by a two-thirds majority vote of support of the Board present. Special meetings may also be called at any time upon the written or electronic request of a majority of the Board of Directors. The notice for a special meeting must state the specific purpose of the meeting.

Clause 3 – Quorum

A majority of the Board present in person or by proxy, shall constitute a quorum. If a quorum is not represented at any meeting, such meeting may be adjourned for a period not to exceed sixty (60) days at any one adjournment.

Clause 4 – Telecommunication Meetings

The Board or any committee or subcommittee thereof may meet by telecommunication after approval by the President. Actions taken at any such meeting shall be recorded in writing. The record of such actions must be adopted at the next Board Meeting and filed as the official minutes of such meeting.

Clause 5 – Action by Unanimous Written Consent

Where permitted by law, any action required to be taken at a meeting of the Board or any action which may be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof and the writing or writings so consented shall be filed by the Secretary with the minutes of the Board.

Section 4 – Committees of the Board – Definitions

Clause 1 – General

The committees of the Board shall consist of an Audit Committee, Election Board, Resolution Committee, and designated standing committees. Each Director shall make one appointment to each committee for one-year terms unless otherwise noted in the Bylaws. In addition, the President may, from time to time, with the advice of the Board of Directors, create Special Committees, Ad Hoc Committees and Task Forces for the purpose of handling special assignments.

Clause 2 – Resolutions Committee

The Resolutions Committee shall receive proposed resolutions and Bylaws amendments from the Regional Councils and transmit them to the Delegate Assembly.

The Resolutions Committee shall present to the Delegate Assembly the Delegate Assembly Rules of Procedure and other documents necessary for it to deliberate. The Resolutions Committee shall deliver a report of its activities to the Delegate Assembly.

Clause 3 – Election Board

The Election Board shall consist of a member selected by each Director and one member appointed by the President of the Association. The Election Board shall elect its own Chair and propose rules for Regional and statewide elections and referenda pursuant to the By-Laws and Assembly Rules of Procedure and subject to approval by the Board.

Clause 4 – Audit Committee

The Audit Committee shall consist of the Executive Committee. The Audit Committee shall oversee the annual financial audit of the Association pursuant to the Association Rules of Procedure.

Section 3 – Advisory Councils

Advisory Councils may be formed by the Boardmembers, on an ad hoc basis in order to identify issues and make recommendations to the Board.

ARTICLE III – OFFICERS

Section 1 – General

The officers of the Association shall be the President, Vice-Chair, Secretary and Treasurer. All officers of this Association shall have been Active or Retiree members in good standing for the immediate preceding year. Officers shall be eligible and elected in accordance with the approved Election Board rules and these Bylaws.

Section 2 – Executive Committee

The Executive Committee is comprised of the President, Vice-President, Secretary and Treasurer.

Section 3 – Term of Office

The Vice-Chair, Secretary and Treasurer of the Association shall serve for one year. Each officer shall hold office until his or her death, resignation, removal, or disqualification, or until his or her successor shall have been elected and qualified. The term of any office shall commence on the first day of January.

Section 4 – President/Chairman of the Board

The President of the Association shall serve a two-year elected term and may succeed him/herself for only one additional term. The President shall hold office until his or her death, resignation, removal or disqualification or until his or her successor shall have been elected and qualified. The term of office shall commence on the first day of January. The President shall preside at all meetings of the Board and the Delegate Assembly, decide all questions of order and of procedure, submit for consideration all regularly made motions and shall observe and require compliance with the Articles, Bylaws, Association Rules of Procedure, and Delegate Assembly Rules of Procedures. Individuals who have been a member of a competing organization in the past four years are prohibited from being serving as President/Chairman of the Board.

Section 5 – Vice-Chair of the Board

The Board shall elect the Vice-Chair of the Board from its membership. The Vice-Chair shall be responsible for fulfilling the duties of the President/Chair of the Board when same is unable to attend to the duties of that office due to absence from the Board meetings and shall also undertake and perform such other duties and functions as may be prescribed by the Board.

Section 6 – President Emeritus

Upon completion of a term of office as President, the immediate Past President shall assume the office of President Emeritus. The specific duties of the office shall be determined by the Board to best meet the needs of the Association.

Section 7- Secretary

The Board shall elect the Secretary from its membership. The Secretary shall be responsible for the minutes of all Board meetings of the Association and maintenance of the official Association records, in coordination with the staff of the Association and shall also undertake and perform such other duties and functions as may be prescribed by the Board. The Secretary shall be the custodian of the Association’s corporate records.

Section 8 – Treasurer

The Board shall elect the Treasurer from its membership. The Treasurer shall be responsible for monitoring the financial records of the Association and shall also undertake and perform such other duties and functions as may be prescribed by the Board.

Section 9 – Vacancies

A vacancy in the office of President shall be filled temporarily by the Vice-Chair until such time as the Board may call a special election. The Board shall elect individuals to fill vacancies in the offices of Vice-Chair, Secretary or Treasurer from its membership.

ARTICLE IV – BUSINESS

Section 1 – Finances

Clause 1 – Dues

Each Active, Retiree, Associate and Corporate member shall pay dues to the Association pursuant to the Association Rules of Procedures. The Board shall determine the amount of such dues for Associate and Corporate members. Any change in dues for Active or Retiree members shall be approved by a majority of the affected membership voting via a mail ballot. The procedure for dissemination and collection of ballots shall be determined by the Election Board.

Clause 2 – Audits

An annual, independent audit of the Association’s financial records shall be conducted for each fiscal year. A special audit may be called by a majority vote of the Board. All audit services shall be provided by a Certified Public Accountant selected by the Board upon recommendation by the Audit Committee. Results of the audit shall be reported directly to the Board and shall be on file at the state office. The audit will be made available to the membership for review at the State Office.

Section 2 – Contracts

Contracts, leases, mortgages, conveyances or assignments of real property or bills of sale shall be transacted only with the authorization of the Board and only within the scope of any limitations set by the Board. Such instruments shall be valid when signed by the President, unless otherwise provided for within these Bylaws or by the Board.

Section 3 – Dissolution

In the event of the dissolution or final liquidation, the Board shall cause the assets of the Association to be deposited and credited to the Oklahoma Public Employees Retirement System or its successor.

ARTICLE V – EXECUTIVE DIRECTOR

Section 1 – Employment

The Board shall employ and contract with an Executive Director who shall serve at the pleasure of the Board. The Board shall determine the compensation of, provide bonding for and determine policies related to the employment of the Executive Director. The President of the Association shall serve as the signatory agent for the employment contract of the Executive Director.

Section 2 – Administrative Responsibilities

The Executive Director shall serve as the principal administrative officer of the Association at the direction of the President and the Board. The Executive Director shall be responsible for executing the Bylaws of the Association, Association Rules of Procedure and policies, procedures and directives of the Board.

Section 3 – Liaison Responsibilities

The Executive Director shall serve as the liaison and spokesperson for the Association to the Governor, Legislature, state boards, state commissions, state agencies, coalitions, organizations with which the Association is affiliated, and the media. The Executive Director shall maintain communication with the Board, and elected and appointed officialsof the Association. The Executive Director may appoint a designee at his or her discretion.

Section 4 – Fiscal Responsibilities

The Executive Director shall be responsible for transacting financial matters and administration of all affairs of the Association within the guidelines specified and approved by the Board.

Section 5- Signatory Agent

The Executive Director may act as signatory agent of the Association in the execution of contracts, leases, causes of action in courts of law and any other arrangements which obligate the Association within the guidelines specified and approved by the Board and when not in conflict with these Bylaws.

Section 6 – Personnel Responsibilities

The Executive Director shall employ and supervise professional, technical and clerical staff as necessary to fulfill the purpose of the Association. Employees of the Association shall be bonded, with the cost of such bond borne by the Association. The Executive Director shall be responsible for conducting and maintaining confidential annual employee evaluations and records. Employees of the Association serve at the will of the Executive Director, providing employees may appeal to the Board, whose decision shall be final.

The Executive Director shall enforce all applicable state and federal employment law.

Section 7- Other Responsibilities

The Executive Director shall perform other duties as directed by the Board, as long as those duties are in accordance with these Bylaws and Association Rules of Procedure.

ARTICLE VI – REGIONAL ORGANIZATION

Section 1 – General

The Board shall determine the number and geographical boundaries for each Region so as to ensure fair, equitable and reasonable representation. Retirees shall be entitled to at least one at-large statewide seat to be elected only by the Retiree members.

Section 2 – Regional Directors

Each Region shall be entitled to elect at least one Director, who shall serve a two year term on the Board. The term of office shall commence on the first day of January. Elections for odd-numbered Regions shall be held in odd-numbered years and elections for even-numbered Regions shall be held in even-numbered years. Any Active member within a Region, who has been a member in good standing for at least one year, shall be considered eligible to serve as a Regional Director. Further, Retiree members shall be entitled to vote for the Retiree Director(s) and are not eligible to participate in the election of Regional Director. Individuals who have been a member of a competing organization in the past two years are prohibited from being serving as a Director.

Section 3 – Duties

Each Regional Director shall serve on the Board, represent the Region to the Association, communicate with Regional and Chapter officers, authorize expenditure of Region funds as specified in the Association Rules of Procedure, coordinate the activities of the Region, and provide information to the members of the Association.

Section 4 – Vacancy

In the event a duly elected Regional Director is unable to take or complete the term of office due to his or her death, resignation, retirement, removal, disqualification or otherwise, the Regional Council shall elect a successor to serve the remainder of such.

Section 5 – Removal of Region Director

Upon the written recall petition of twenty-five percent (25%) of a Region’s Active members who are in good standing, the President shall cause the Election Board to conduct an election for the purpose of determining whether the Regional Director for that region shall be removed from office. Such election shall be held no later than ninety (90)days from the filing of the recall petition with the President. If a majority of votes cast determine the removal the Regional Director, said Director shall forfeit office immediately.

A Regional Director may be removed by a 2/3 (two-thirds) vote of the Board of Directors for failure to perform his/her required duties. At least one month previous to the Board action, the Board will notify said Director of the proposed vote.

Section 6 – Regional Council

Each Region shall establish a Regional Council comprised of elected officers of each Chapter within the Region. The Regional Council shall serve as an advisory group to the Regional Director and coordinate such Regional activities as may be appropriate.

Section 7 – Region Bylaws

Each Regional Council shall establish Region Bylaws for the Region. The Region Bylaws and all amendments shall be consistent with the Bylaws of the Association and subject to the approval of the Board.

Section 8 – Regional Council Officers

Election of Regional Council officers shall be determined in accordance with the Region Bylaws from among the elected chapter officers.

ARTICLE VII – CHAPTER ORGANIZATION

Section 1 – General

The local organizational unit of the Association shall be called a Chapter. A Chapter may be formed upon the request of ten (10) or more Active or Retiree members within a geographic area or work unit and with the approval of the Board. A Chapter is a local, non-corporate, affiliated group of Association members.

Section 2 – Chapter Rules of Procedure

Each Chapter shall establish Rules of Procedure for the Chapter. The Chapter Rules of Procedure and all amendments thereto shall be consistent with the Bylaws of the Association and subject to the approval of the Board.

Section 3 – Dissolution of a Chapter

A Chapter may be dissolved for any of the following reasons:
a) Consolidation of two or more Chapters;
b) The Chapter has been determined to be inactive;
c) The Chapter has, as determined by the Board, engaged in activities in conflict to the detriment of the Association.

Dissolution of a Chapter under (c) of this section shall be referred to the Board by the Regional Council. Dissolution of a chapter under (b) and (c) of this section shall be upon a two-thirds vote of the Board present and voting in a recorded, roll call vote in the second subsequent regular scheduled Board meeting. All funds held by a dissolved Chapter shall revert to the Association.

Section 4 – Chapter Membership

All active and retiree members of this Association shall have membership in that Chapter which represents the individual’s geographic area or work unit; providing a member may apply for membership in the Chapter of his or her choice with the approval of the governing authority of the receiving Chapter.

Section 5 – Chapter Fiscal Affairs

Chapters are authorized to maintain their own financial accounts, subject to the Association’s Rules of Procedure and Region Bylaws.

ARTICLE VIII – ASSOCIATION MEETINGS

Section 1 – Delegate Assembly/Business Meeting

The Association shall hold an annual Delegate Assembly, at such place and time as the Board may determine. The Board, in determining and securing the facilities and accommodations for the business meetings, shall ensure that the facilities and accommodations meet the requirements of the Americans with Disabilities Act or its successor. The primary purpose of the Delegate Assembly is to discuss and vote upon resolutions and amendments to the Association’s Legislative Agenda and to conduct other business.

Delegates to the Annual Meeting shall be selected in accordance with established Association policy.

Section 2 – Special Meetings

The Board shall call a Special Delegate Assembly on its own motion or on the written application of a majority of the members at such time and place as the Board may determine.

Section 3 – Notice of Meetings

At least thirty (30) days prior to each regular Delegate Assembly, the Board shall be responsible for notification of each member of the Association of the time, place and purpose of such meeting by notice in the Association’s publication or by direct mail.

Section4- Assembly Rules and Voting Procedures

The Board shall determine the rules and voting procedures for any Delegate Assembly. The Chair of the Delegate Assembly shall determine the Orders of the Day. Proxy votes shall not be allowed at any meeting of the Delegate Assembly.

ARTICLE IX – AMENDMENTS

Section 1 – Method

These Bylaws may be amended by a two-thirds affirmative vote of the eligible members voting by mail or present at any Delegate Assembly held every third year beginning in 2010.Upon the written request of a majority of Regions, or upon a two-thirds vote of the Board, the Board shall designate for the next annual business meetinga Bylaws Delegate Assembly.

Section 2 – Announcement of Proposed Amendments

Prior to the mailing of the ballots or the date of the Delegate Assembly, all proposed amendments to the Bylaws shall be published in anofficial publication of the Association.

ARTICLE X – IMPLEMENTATION

These Bylaws shall take full effect on January 1, 2010, provided they are ratified by two-thirds of members voting in the special election held in 2009.

ARTICLE XI – INTERPRETATION

All questions concerning the interpretation or application of the OPEA Bylaws shall be submitted to the Association’s retained law firm for an opinion. If the Association has no retained law firm, the Executive Director shall submit the question to an attorney qualified to render an opinion. The Executive Director shall make requests for an opinion. A copy of any opinion shall be delivered to the Board at the next regularly scheduled Board meeting.

ARTICLE XII – SEVERABILITY

If any portion of these Bylaws are determined to be invalid, unenforceable, illegal or against public policy by an Oklahoma court of competent jurisdiction, then the remaining portion(s) thereof shall not be affected thereby.