Section 1. General Powers and Standard of Care.
All corporate power shall be exercised by or under the 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.
A Director shall perform such Director's duties, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner the 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 the 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:
- 1 or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
- counsel, accountants, or other person as to matters that the Director reasonably believes to be within such person's professional or expert competence; or
- a committee of the Board 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.
A 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 on information set forth in (a), (b), or (c) above to be unwarranted. A person who performs such duties in the manner described above shall have no liability by reason of being or having been a Director of the Corporation.
Section 2. Presumption of Assent.
A Director of the Corporation who is present at a meeting of its Board of Directors at which any action on any corporate matter is taken shall be presumed to have assented to the action unless such Director's dissent shall be entered in the minutes of the meeting or unless such Director shall file such Director's written dissent to such action with the Secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the Secretary of the Corporation within 3 days after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of such action.
Section 3. Number, Election, & Qualification of Directors.
The initial board of directors consists of 14 members, 7 of which were board members of Rural and 7 of which were board members of Unity. At the organizational meeting of the board the 7 former Rural board members and the 7 former Unity board members shall be divided into classes by lot. 1 former board member of each utility shall draw a 4 year term, 2 shall draw a 3 year term, 2 shall draw a 2 year term and 2 shall draw a 1 year term. As the terms of the initial directors expire, only one director shall be elected each year from the Minidoka service area for a 4 year term to replace the former Rural director or the directors whose term or terms expire that year and only one director shall be elected each year from the Cassia service area for a 4 year term to replace the former Unity director or directors whose term or terms expire that year. Thus, the total member of directors will be reduced from 4 to 8 after 3 annual elections have been held.
One-half of the directors shall be residents of the Minidoka service area of United and one-half of the directors shall be residents of the Cassia service area of United. A director shall reside in the service area from which said director is elected and be a member in good standing. If the director moves from the county service area from which he or she was elected, he or she shall be deemed to have vacated his or her office.
Each director shall hold office until such director's successor shall have been elected and qualified. All directors elected after the terms of the initial directors have expired shall be elected for 4 year terms.
Any member of the Corporation that is an individual, shall be eligible to become or remain a director. Those individuals desiring to run as or remain a director shall meet the following herein after identified as “minimum requirements”:
(1) No candidate shall be eligible who has been convicted of a felony; (2) No candidate shall be eligible who has pled guilty to a felony; (3) No candidate shall be eligible who is on felony probation; (4) No employee or officer/owner of an entity that competes with the Corporation or a competing firm/entity selling electric energy and capacity of supplies to the Corporation shall be eligible to become a director; (5) No employee of the Corporation shall be eligible to be a director during his/her employment or for a period of five years after the last day of employment with the Corporation.
Candidates may apply for a waiver from the minimum requirements by submitting a request in writing to the Board of Directors. Waivers shall only be approved upon unanimous consent of the Board of Directors and must be approved prior to a candidate being placed on the ballot.
Section 4. Contested Elections of the Board of Directors.
Contested elections of the Board of Directors shall be referred to the Board of Directors, which shall, after reviewing all ballots, proxies, reports from election inspectors or judges, and any other relevant documents or materials, certify the results of the election. In the case of a tie vote between candidates, the tie shall be determined by a toss of a coin. The Board of Directors shall call a new election if, after reviewing all relevant documents and information, the Board of Directors is unable to certify the results of the election.
Section 5. Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Directors. A Director elected to fill a vacancy shall be a resident of the county service area of the Director whose position was vacated. The Director so elected shall fill the unexpired term of such Director's predecessor in office.
Section 6. Removal of Directors.
Any member of the Board of Directors may be removed by: (a) 2/3 vote of the members at a meeting duly convened; (b) the Board of Directors when the Director is absent from 4 successive regular meetings of the Board of Directors unless at the regular meeting of the Board of Directors following the four successive absences, the Board of Directors shall make a finding that the Director's absence was justified.
Section 7. Committees.
The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate 1 or more committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation to the full extent permitted under the Act. Each such committee shall consist of 2 or more Directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or such Director by law. Nothing in this ByLaw shall be deemed to prohibit the Board of Directors from establishing committees, some or all of whose members may be non-Directors, provided that such committees shall not have and may not exercise any of the powers of the Board of Directors.
Section 8. Directors' & Committee Meetings.
Meetings of the Board of Directors, regular or special, or meetings of any committee designated thereby, may be held either within or without the State of Idaho. Unless otherwise specified in this section or in the notice for such meeting, all meetings shall be held at the principal office of the Corporation.
Except as otherwise provided in this section, regular or special meetings of the Board of Directors or any committee designated thereby may be called by or at the request of the President, any 3 Directors or the chair of a committee, as the case may be, upon written or verbal notice thereof given to all other Directors or committee members, as the case may be, at least 2 days before the meeting. A regular meeting of the Board of Directors shall be held monthly without other notice than this Bylaw at the time and location designated by the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board of Directors or such committee 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, and the participation by such means shall constitute presence in person at a meeting. For any meeting held by conference telephone or similar communications equipment, notice of the meeting shall be given at least 1 hour prior thereto by telephone or other communication directly with the Directors and/or committee members.
The attendance at or participation of a Director or committee member in any meeting shall constitute a waiver of notice of such meeting, except where a Director or committee member attends or participates for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors or any committee designated thereby need be specified in the notice or waiver of notice for such meeting.
Section 9. Waiver of Notice.
Whenever any notice is required to be given to any Director or committee member under the provisions of the Act, 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 equivalent to the giving of such notice.
Section 10. Quorum & Voting Requirements.
A majority of the number of Directors serving on the Board shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. 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. A majority of the number of committee members fixed and appointed by the Board of Directors or the President, as the case may be, shall constitute a quorum for the transaction of business at the meeting of such committee. The act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.
Section 11. Action Without a Meeting.
Any action required by the Act to be taken at a meeting of the Board of Directors of the Corporation, or any action that may be taken at a meeting of the Directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the Directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as unanimous vote.
Section 12. Director Compensation.
The Board of Directors may, by resolution, authorize a schedule of fixed fees for services payable to a Director for attendance at meetings of the Board of Directors, annual meetings of members, conferences, training programs, Board committee meetings, and other such activities performed by a Director on behalf of the Corporation. The Board of Directors may also reimburse Directors for all actual and necessary expenses incurred by Directors in the performance of their services to the Corporation. Such reimbursement may be in the form of a daily per diem cost for such expenses. The Board of Directors may provide for insurance coverage for Directors under such terms and conditions as the Board of Directors determines to be appropriate.
Section 13. 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 a Director of the Corporation is financially interested or in which one or more of its Directors or officers are also Directors of the Corporation, shall be either void or voidable because of such relationship or interest or because such Director or Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because such Director's or Director' 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 such action without counting the vote or consent of such interested Directors;
- the fact of such relationship or interest is disclosed or known to the members 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, that authorizes, approves, or ratifies such contract or transaction.
No regular full-time employee of United may serve on the board of directors and no director shall be hired as a regular full-time employee of United.
Section 14. Election.
Each candidate for a position as a Director of the Corporation shall file a nominating petition and declaration of candidacy with the Secretary at least 28 days prior to the annual meeting of the Corporation. The Petition shall be signed by not less than 5 members of the Corporation on a form provided by the Board of Directors. In the event that no petition or petitions are received at least 21 days prior to the election, the Board of Directors shall nominate a candidate or candidates for the position on the Board of Directors to be voted upon at the annual meeting of the Corporation.