An Idaho Nonprofit Corporation
Article I. Offices
- Section 1. Principal Office. The principal office of Idaho Consumer-Owned Utilities Association, Inc., an Idaho nonprofit corporation (the “Corporation”), shall be located at 407 West Jefferson Street, Boise, Idaho 83702. The Corporation may have such other offices as the Board of Directors may designate or as the business of the Corporation may require from time to time.
- Section 2. Registered Office. The registered office of the Corporation to be maintained in the state of Idaho shall be located at 407 West Jefferson Street, Boise, Idaho 83702 and may be changed from time to time by the Board of Directors.
Article II. Members
- Section 1. Admission to Membership. Membership in the Corporation is limited to cooperative corporations and municipalities who provide electrical service to consumers within the State of Idaho or, subject to the approval of the Board of Directors, to consumer owned utilities in states contiguous to Idaho. Conditions of membership and procedures for the suspension or termination of a membership by the Corporation may be established from time to time by the Board of Directors and recorded in the minutes of the proceedings of the Board of Directors.
- Section 2. Classes of Members and Voting. The Corporation shall have one class of Members for voting. Each Member shall appoint one delegate to represent the Member on all Corporation matters. Each Member delegate shall be entitled to vote on each matter submitted to a vote of the Members.
Article III. Member Meetings
- Section 1. Annual Meetings. An annual meeting of the Members shall be held at a date, time and place established by the Board of Directors, for the purpose of electing Directors, and for the transaction of such other business as may come before the meeting.
- Section 2. Special Meetings. Special meetings of the Members may be called by the President, or Board of Directors or on the request of not fewer than ten percent (10%) of the Members of the corporation.
- Section 3. Place of Meetings. The Board of Directors may designate any place, either within or without the state of Idaho, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation in the state of Idaho.
- Section 4. Notice of Meeting. It shall be necessary for notice of annual or regular meetings to be given to each Member entitled to vote at such meeting. Notice of annual or special meetings shall contain the place, date and time of each such meeting, and it shall include a description of any matters to be considered by the Members during the meeting. Notice shall be given to all Members in writing. If any notice is mailed to Members, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at the Member’s address as it appears on the records of the Corporation or at such other last known address of which the Corporation may have notice, with postage thereon prepaid. Such Notice may be delivered via first class or registered mail and shall be mailed no fewer than ten (10) days and no more than sixty (60) days before the meeting date.
Electronic mail shall also serve as an authorized and appropriate method of meeting notification. In the instance that a Notice is delivered via electronic mail, such Notice shall be delivered no fewer than ten (10) days, nor more than sixty (60) days prior to the meeting date.
- Section 5. Waiver of Notice. Whenever any notice is required to be given to any Member under the provisions of the Idaho Nonprofit Corporation Act as set forth in Title 30, Chapter 3, Idaho Code (the “Act”) or under the provisions of the Articles of Incorporation of the Corporation (the “Articles”) or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time required for such notice, shall be deemed equivalent to the giving of such notice. The waiver must be in writing, signed by the member entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
- Section 6. Officers of the Members’ Meeting. The presiding officer at the Members’ meetings shall be the President of the Corporation or, in the absence of the President, the Vice-President, or, in the absence of both the President and Vice-President, a chairman elected by the Members present at the meeting. The Secretary of the Corporation or, in the absence of the Secretary, any person appointed by the presiding officer of the meeting, shall act as secretary of a Members’ meeting.
- Section 7. Quorum and Voting Requirements. Sixty percent (60%) of the Members shall constitute a quorum at a meeting of Members. Each Member shall have one vote. The Members present at a duly organized and convened meeting where a quorum has been present can continue to do business as a quorum until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number is required by the Act, the Articles, or the Bylaws.
- Section 8. Proxies. All Member delegates must vote in person. No vote via proxy shall be allowed. A Member shall not be permitted to appoint a proxy to vote or otherwise act for the Member.
- Section 9. Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of the Members of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of Members and may be stated as such in any articles or documents filed with the Idaho Secretary of State under the Act.
Article IV. Board of Directors
- Section 1. General Powers and Standard of Care. All corporate powers shall be exercised by or under authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors except as may be otherwise provided in the Act or the Articles. If any such provision is made in the Articles, the powers and duties conferred or imposed upon the Board of Directors by the Act shall be exercised or performed to such extent and by such person or persons as shall be provided in the Articles.
A Director shall perform their duties, including duties as a member of any committee of the Board of Directors upon which such Director may serve, in good faith, in a manner such Director reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such Director’s duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
- One (1) or more Officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
- Legal counsel, public accountants, or other persons as to matters which the Director reasonably believes to be within such person’s professional or expert competency; or
- A committee of the Board of Directors upon which such Director does not serve, duly designated in accordance with a provision of these Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence, but such Director shall not be considered to be acting in good faith if such Director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs such duties shall have no liability by reason of being or having been a Director of the Corporation.
- Section 2. Number, Tenure and Qualifications. The number of Directors shall be equal to the number of Members of the Corporation, but in no instance shall there be less than three (3) active Directors at any time. One Alternate Director may be nominated by each member utility. In the absence of a Member’s Director the Alternate Director may participate in the Board of Director’s meeting and vote on all matters except for replacement of the absent Board Member or any other Board Member.
Directors and Alternate Directors shall be elected for annual terms. Each Member of the Corporation shall provide two nominees from the Member’s system to the Board of Directors for election. Each Member will identify which nominee shall be nominated as a Director and which nominee shall be nominated as the Alternate Director. Directors and Alternate Directors shall be elected at the annual meeting of the Membership by a majority vote of the voting Members present. Each Director and Alternate Director shall hold office until the end of the term or until a successor shall be elected and qualified.
- Section 3. Vacancies. Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of any increase in the number of Directors shall be filled by the Board of Directors. Directors elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.
- Section 4. Regular Meeting. A regular annual meeting of the Board of Directors shall be held without notice other than this Bylaw, on the same day as the annual meeting of Members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors.
- Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President. The person or persons authorized to call special meetings of the Board of Directors may designate any place as the place for holding any special meeting of the Board of Directors called by them.
- Section 6. Notices. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previous thereto by written notice delivered personally or sent by mail or electronic mail to each Director at his address as shown by the records of the Corporation. The attendance of a Director at any meeting shall indicate that such Director received notice of such meeting. The purpose of any special meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting.
- Section 7. Waiver of Notice. Whenever any notice is required to be given to any Director under the provisions of the Idaho Nonprofit Corporation Act as set forth in Title 30, Chapter 3, Idaho Code (the “Act”) or under the provisions of the Article of Incorporation of the Corporation (the “Articles”) or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Such waiver shall be filed with the minutes or the corporate records.
- Section 8. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of a Board of Directors, but if fewer than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting without further notice. Once a quorum is established, it shall remain for the duration of the meeting.
- Section 9. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise provided by law or by these Bylaws.
- Section 10. Informal Action. Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action as taken shall be signed by a majority of the Directors.
- Section 11.Telephonic Meetings. Regular or special meetings of the Board of Directors may be held by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, as permitted by Idaho Code 30-1-43.
- Section 12. Confidential Meetings. On any matter which the Board of Directors feels must be dealt with in a confidential matter, the Board of Directors may by majority vote close its meeting to all except the Board of Directors and other persons designated to attend by the Board of Directors. A majority vote of the Board of Directors is necessary to close the meeting.
- Section 13. Compensation. The Officers and Directors shall serve without compensation from the Corporation, but reasonable expenses incurred may be reimbursed when expended for and in the interest of the Corporation and approved by the Board of Directors.
- Section 14. Director Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association, or entity in which one or more of its Directors are Directors or Officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes approves or ratifies such contract or transaction or because such Director’s or Directors’ votes are counted for such purposes, if:
- The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the vote or consent of such interested Directors; or
- The fact of such relationship or interest is disclosed or known to the Director entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent, in which vote or consent such interested Directors may participate to the extent that they are also Members; or
- The contract or transaction is fair and reasonable to the Corporation and the fact of such relationship or interest is fully and fairly disclosed or known to the Corporation.Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
- Section 15. Loans to Directors. The Corporation shall not lend money to or use its credit to assist its Directors or Officers.
- Section 16. Liability of Directors for Wrongful Distribution of Assets. In addition to any other liabilities imposed by law upon the Directors of the Corporation, the Directors who vote for or assent to any distribution of assets other than in payment of its debts, when the Corporation is insolvent or when such distribution would render the Corporation insolvent, or during the liquidation of the Corporation without the payment and discharge of or making adequate provisions for all known debts, obligations, and liabilities of the Corporation, shall be jointly and severally liable to the Corporation for the value of such assets which are thus distributed, to the extent that such debts, obligations, and liabilities of the Corporation are not thereafter paid and discharged.
A Director shall not be liable under this section if, in the exercise of ordinary care, such Director relied and acted in good faith upon written financial statements of the Corporation represented to such Director to be correct by the President or by the Officer of the Corporation having charge of its books of account, or certified by an independent licensed or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation, nor shall such Director be so liable if, in the exercise of ordinary care and good faith, in determining the amount available for such distribution, such Director considered the assets to be of their book value.
A Director shall not be liable under this section, if, in the exercise of ordinary care, such Director acted in good faith and in reliance upon the written opinion of an attorney for the Corporation.
A Director against whom a claim shall be asserted under this section and who shall be held liable thereon shall be entitled to contribution from persons who accepted or received such distribution knowing such distribution to have been made in violation of this section in proportion to the amounts received by them respectively.
Article V. Officers
- Section 1. Number and Title. The Officers of the Corporation shall be a president, one or more vice-presidents, a secretary, a treasurer, and such other Officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect one or more assistant secretaries or one or more assistant treasurers as it may be felt desirable. Any two or more offices may be held by the same person, except the office of president and the office of secretary.
- Section 2. Election and Term of Office. The Officers of the corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. Officers must be selected by the Board of Directors from among the cooperative Members, City Council or staff of a Member organization, excepting the office of Secretary and Treasurer. If the election of Officers shall not be held at such meeting, such election shall be held as soon as possible. Each Officer shall hold office until their successor shall be duly elected and qualified.
- Section 3. Vacancies. Vacancies may be filled or a new office created and filled at any meeting of the Board of Directors, but prior to the effective date of a pending vacancy, if known.
- Section 4. President. The President shall preside at all meetings of the Board of Directors and the general membership. She/he may sign with the Secretary, or any other proper Officer of the corporation authorized by the Board of Directors, any deed, mortgage, bond, contract, or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other Officer or agent of the Corporation. In general, she/he shall perform all duties incident to the office of President and such other duties incident to the office of President and such other duties which shall be prescribed by the Board of Directors from time to time.
- Section 5. Vice-President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform other duties that from time to time may be assigned by the President or by the Board of Directors.
- Section 6. Secretary. The Secretary shall keep the permanent minutes of the meetings of the Board of Directors and annual or special Member meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; be custodian of the corporate records and corporate seal; keep a register of the name and post office address of each corporate Member, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
- Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; the Treasurer shall assure that the bookkeeper receive and give receipts for money due and payable to the corporation from any source whatsoever and deposit all monies in the name of the Corporation in such bank or other financial institution as shall be selected by the Board of Directors, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. The Treasurer shall, with the appropriate standing committee, prepare an annual operating budget showing income and expenses to be presented to the Board of Directors for approval at a regular meeting of the Board of Directors.
Article VI. Committees
- Section 1. Standing Committees. The Board of Directors may establish such committees by a majority vote of the Board of Directors as are necessary and appropriate to carry out the business of the Corporation. Each committee shall have the duties and responsibilities delegated to it by the Board of Directors.
- Section 2. Appointment. The members of each standing committee shall be appointed by the President of the Board of Directors and with the advice and consent of the Board of Directors. Each committee shall have two (2) or more Directors, who serve at the pleasure of the Board of Directors.
- Section 3. Duties. The duties, responsibilities, authority, and composition of all standing committees and ad hoc committees shall be stated in writing and adopted by resolution of the Board of Directors. In no instance shall a committee authorize distributions, pledge or transfer all or substantially all of the corporate assets, or elect, appoint or remove Directors or fill vacancies on the Board of Directors or any committee.
- Section 4. Term of Office. All committee members shall serve until their successors have been appointed.
- Section 5. Reports. Each committee member may submit activity reports to the Board of Directors when requested.
Article VII. Miscellaneous
- Section 1. Indemnification. The Corporation shall indemnify any Director, Officer or former Director or Officer of the Corporation against expenses actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, in which she/he is made a party by reason of any action or inaction which was taken or which should have been taken within the course and scope of his or her duties as a Director or Officer, except in relation to matters as to which she/he is adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty to the corporation.
- Section 2. Depositories. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, savings and loan associations, trust companies, or other depositories as the Board of Directors may elect.
- Section 3. C