Effective July 8, 1999
Exhibit 3(c)
Idaho Power
B Y - L A W S
of
IDAHO POWER COMPANY
As Amended
___________________
SECTION 1. The annual meeting of the shareholders of
the Company for the election of Directors and the transaction of
such other corporate business as may properly come before such
meeting, shall be held at Boise, Idaho, or at such other place as
the Board of Directors may designate, such place to be stated in
the notice of meeting, on the first Wednesday in May in each
year, unless such day is a legal holiday, in which case such
meeting shall be held on the day following.
SECTION 2. Special meetings of the shareholders of the
Company may be called only by the Chairman of the Board of
Directors, the President, a majority of the Board of Directors,
or the holders of not less than four-fifths of the shares
entitled to vote at the meeting, at such time, and at Boise,
Idaho, or such other place, as may be stated in the call and
notice.
SECTION 3. Notice of the time and place of every
meeting of shareholders shall be mailed by the Secretary at least
ten days previous thereto, to each shareholder of record at his
last known post office address, but meetings may be held without
notice if all shareholders are present, or if notice is waived
before or after the meeting by those not present.
The Board of Directors are hereby authorized to fix a
day, not more than fifty days prior to the day of holding any
meeting of shareholders, as the day as of which shareholders
entitled to notice and to vote at such meetings shall be
determined and only shareholders of record at the close of
business on such day shall be entitled to notice of or to vote at
such meeting.
SECTION 4. The holders of shares of the capital stock
entitling them to exercise a majority of the voting power must be
present in person or by proxy at each meeting of the shareholders
to constitute a quorum, less than a quorum having power to
adjourn.
SECTION 5. Certificates of stock shall be of such form
and device as the Board of Directors may elect, and shall be
signed by the President or a Vice President and by the Secretary
or Assistant Secretary, but where any such certificate is
manually signed by a transfer agent or by a registrar other than
the Company itself or an employee of the Company serving in
either of those capacities, the signatures of any such officer or
officers and the seal of the Company upon such certificate may be
facsimiles, engraved or printed. The stock of the Company shall
be transferable or assignable on the books of the Company by the
holders in person or by attorney or surrender of the certificates
therefor. The Board of Directors may appoint one or more
transfer agents and registrars of the stock. The books for the
transfer of the stock of the Company may be closed for such
periods before and during the payment of dividends, not to exceed
thirty days, and the holding of meetings of shareholders, not to
exceed forty days, as the Board of Directors may from time to
time determine, and no transfer of stock made during such a
period shall be binding upon the Company.
SECTION 6A. The number of Directors constituting the
Board of Directors of the Company shall be fixed from time to
time exclusively by the Board of Directors pursuant to a
resolution adopted by affirmative vote of two-thirds of the
Continuing Directors (as defined in Article 8 of the Restated
Articles of Incorporation), but the number of Directors shall be
no less than 9 and no greater than 15. The number of Directors
may be increased or decreased, beyond the limits set forth above,
only by an amendment to the Restated Articles of Incorporation of
the Company pursuant to Article 10 of the Restated Articles of
Incorporation of the Company. Six members of the Board of
Directors shall constitute a quorum for the transaction of all
business except (1) the election of members of the Executive
Committee, for which purpose a majority of all of the Directors
shall constitute a quorum, and (2) the filling of vacancies in
the Board of Directors, which provision is set forth below.
The Board of Directors shall be divided into three
classes as nearly equal in number as may be. The initial term of
office of each Director in the first class shall expire at the
annual meeting of shareholders in 1990; the initial term of
office of each Director in the second class shall expire at the
annual meeting of shareholders in 1991; and the initial term of
office of each Director in the third class shall expire at the
annual meeting of shareholders in 1992. At each annual election
commencing at the annual meeting of shareholders in 1990, the
successors to the class of Directors whose term expires at that
time shall be elected to hold office for a term of three years to
succeed those whose term expires, so that the term of one class
of Directors shall expire each year. Each Director shall hold
office for the term for which he is elected or appointed and
until his successor shall be elected and qualified or until his
death, or until he shall resign or be removed; provided, however,
that no person who will be seventy (70) years of age or more on
or before the annual meeting shall be nominated to the Board of
Directors, and any Directors who reach the age of seventy (70)
shall be automatically retired from the Board.
In the event of any increase or decrease in the
authorized number of Directors, (i) each Director then serving as
such shall nevertheless continue as a Director of the class of
which he is a member until the expiration of his current term, or
his earlier resignation, removal from office or death, and (ii)
the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of
Directors among the three classes of Directors so as to maintain
such classes as nearly equal in number as may be.
Newly created directorships resulting from any increase
in the authorized number of Directors or any vacancies in the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be
filled by a two-thirds vote of the Directors then in office, or a
sole remaining Director, although less than a quorum, and
Directors so chosen shall hold office for a term expiring at the
annual meeting of shareholders at which the term of the class to
which they have been elected expires. If one or more Directors
shall resign from the Board effective as of a future date, such
vacancy or vacancies shall be filled pursuant to the provisions
hereof, and such new directorship(s) shall become effective when
such resignation or resignations shall become effective, and each
Director so chosen shall hold office as herein provided in the
filling of other vacancies.
At a special meeting of shareholders called expressly
for that purpose, the entire Board of Directors or any individual
Directors may be removed (i) without cause, by the unanimous vote
of the outstanding shares entitled to vote for Directors, and
(ii) for cause, by the affirmative vote of two-thirds of the
outstanding shares entitled to vote for Directors. Except as may
otherwise be provided by law, cause for removal shall be
construed to exist only if: (x) the Director whose removal is
proposed has been convicted, or granted immunity to testify where
another has been convicted, of a felony by a court of competent
jurisdiction and such conviction is no longer subject to appeal;
(y) such Director has been grossly negligent in the performance
of his duties to the Company; or (z) such Director has been
adjudicated by a court of competent jurisdiction to be mentally
incompetent, which mental incompetency directly affects his
ability as a Director of the Company, and such adjudication is no
longer subject to appeal.
Any Directors elected pursuant to special voting rights
of the 4% Preferred Stock or Serial Preferred Stock, without par
value, voting as a separate class, shall be excluded from, and
for no purpose be counted in, the scope and operation of the
foregoing provisions.
B.(i) Obligation to Indemnify. The Company shall
indemnify any person (and his heirs, executors, administrators or
other legal representatives) who was or is party to (or is
threatened to be made a party to) or was or is a witness in (or
is threatened to be made a witness in) any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including without limitation any
suit, action or proceeding by or in the right of the Company to
procure a judgment in its favor) by reason of the fact that he
(or his testator or intestate) is or was a Director, officer,
employee or agent of the Company, or is or was serving at the
request of the Company as a Director, officer, trustee, partner,
fiduciary, employee or agent of another corporation, of any type
or kind, domestic or foreign, or any partnership, joint venture,
trust, pension or other employee benefit plan or any other entity
or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding or any appeal therein; provided, however, that no
indemnification shall be made pursuant to this Subsection (i) (a)
if a judgment or other final adjudication adverse to such person
shall have established that such person did not act honestly or
in the reasonable belief that his actions were in or not opposed
to the Company's or its shareholders' best interests; or (b) in
an action or proceeding by or in the right of the Company to
procure a judgment in its favor in which that person is finally
adjudicated to be liable to the Company; however, the Company
will indemnify that person in the suits described in (b) for such
amounts as the court in which the action, suit or proceeding was
brought shall determine in view of all the circumstances of the
case the person to be fairly and reasonably entitled.
(ii) Advancement of Expenses. The Company shall pay
any expenses incurred by a Director, officer, agent or employee
of the Company in defending any such action, suit or proceeding
in advance of the final disposition thereof if a majority vote of
a quorum of disinterested Directors or a board-designated
independent counsel determines that the person seeking
indemnification has not acted dishonestly, or without a
reasonable belief that his actions were in or not opposed to the
Company's or its shareholders' best interests and upon receipt of
(a) an undertaking by or on behalf of such person to repay such
advances to the extent of the amount to which such person shall
ultimately be determined not to be entitled, and (b) an
affirmation that the person has met the standard of conduct set
forth above.
(iii) Nonexclusivity. The rights to indemnification
and to the advancement of expenses and any other benefits
provided by, or granted pursuant to, Subsections (i) and (ii) of
this Section shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses
may be or hereafter become entitled whether contained in (a) a
resolution of the shareholders of the Company, (b) a resolution
of the Board of Directors, or (c) an agreement, duly authorized
by the Board of Directors, providing for such indemnification;
provided, however, that no indemnification contemplated by this
Subsection (iii) may be made if such indemnification would be
unlawful.
(iv) Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Company, or is or was serving
at the request of the Company as a Director, officer, trustee,
partner, fiduciary, employee or agent of another corporation,
partnership, joint venture, trust, pension or other employee
benefit plan or any other entity or enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not
the Company would have the power to indemnify him against such
liability under this Section 6B.
(v) Insurance Offset Against Indemnity. The Company's
indemnity of any person who is or was a Director, officer, agent
or employee of the Company, or is or was serving in any capacity
in any other entity or enterprise at the request of the Company,
shall be reduced by any amounts such person may collect as
indemnification (a) under any policy of insurance purchased and
maintained on his behalf by the Company, and (b) from such other
entity or enterprise.
(vi) Affiliates; Mergers; Etc. For the purposes of
this Section, references to the "Company" shall include any
subsidiary or affiliated corporation, any predecessor of the
Company and all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a Director, officer,
employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a
Director, officer, trustee, partner, fiduciary, employee or agent
of another corporation, partnership, joint venture, trust,
pension or other employee benefit plan or other entity or
enterprise shall stand in the same position under the provisions
of this Section 6B with respect to the resulting or surviving
corporation as he would if he had served the resulting or
surviving corporation in the same capacity.
(vii) Contract Right. All rights to indemnification
and to the advancement of expenses granted under Subsections (i),
(ii) and (iii) of this Section 6B shall be deemed to arise out of
a contract between the Company and the Director, officer, agent
or employee of the Company who serves in such capacity at any
time while these By-laws are in effect. No repeal or
modification of these By-laws shall affect any rights or
obligations theretofore existing.
(viii) Limitation. Nothing contained in this
Section 6B, or elsewhere in these By-laws, shall operate to
require the Company to indemnify any person if such
indemnification shall be for any reason contrary to applicable
law.
C. The provisions of each paragraph or subsection of
6A or 6B of these By-laws shall be separable and if any provision
or portion thereof shall for any reason be inapplicable or
ineffective, this shall not affect any other provision or portion
or the application, validity or effectiveness thereof.
SECTION 7. Meetings of the Board of Directors shall be
held at the time fixed by resolution of the Board or upon call of
the President or Vice President or Chairman of the Board. The
Secretary or officer performing his duties shall give five days'
notice of all meetings of Directors, provided that a meeting may
be held without notice immediately after the annual election, and
notice need not be given of regular meetings held at times fixed
by resolution of the Board. Meetings may be held at any time
without notice if all the Directors are present, or if those not
present waive notice, either before or after the meeting.
SECTION 8. The Chairman of the Board shall be
selected by and from the members of the Board of Directors. He
shall conduct all meetings of the Board of Directors and shall
perform all duties incident thereto.
The Board of Directors shall also select a President, a
Vice President, a Secretary and a Treasurer and such additional
Vice Presidents, Assistant Secretaries, Assistant Treasurers and
other officers and agents as the Board of Driectors from time to
time may deem advisable. If the Board of Directors wishes, it
may also elect as an officer of the Company the Chairman of the
Board.
SECTION 9. The Board of Directors, as soon as may be
after the election in each year, shall appoint an Executive
Committee to consist of the Chairman of the Board, the President
and such number of Directors as the Board may from time to time
determine. Such Committee shall have and may exercise all of the
powers of the Board during the intervals between its meetings,
which may be lawfully delegated, subject to such limitations as
may be provided by resolution of the Board. The Board shall have
the power at any time to change the membership of such Committee
and to fill vacancies in it. The Executive Committee may make
rules for the conduct of its business and may appoint such
Committees and assistants as it may deem necessary. The Board
may from time to time determine by resolution the number of
members of such Committee required to constitute a quorum. The
Chairman of the Board shall be the Chairman of the Executive
Committee.
During the intervals between the meetings of the
Executive Committee, the Chairman of the Board shall possess and
may exercise such of the powers vested in the Executive Committee
as from time to time may be conferred upon him by resolution of
the Board of Directors or the Executive Committee.
SECTION 10. A Director of this Company shall not be
disqualified by his office from dealing or contracting with the
Company, either as vendor, purchaser or otherwise, nor shall any
transactions or contract of this Company be void or voidable by
reason of the fact that any Director, or any firm of which any
Director is a member, or any corporation of which any Director is
a shareholder or Director, is in any way interested in such
transaction or contract, PROVIDED that any such transaction or
contract is or shall be authorized, ratified or approved either
(1) by vote of a majority of a quorum of the Board of Directors
or of the Executive Committee, without counting in such majority
or quorum any Director so interested, or being a member of a firm
so interested, or a shareholder or a Director of a corporation so
interested, or (2) by vote at a shareholders' meeting of the
holders of shares of the capital stock entitling them to exercise
a majority of the voting power, or by a writing or writings
signed by such holders; nor shall any Director be liable to
account to the Company for any profit realized by him from or
through any transaction or contract of this Company, authorized,
ratified or approved as aforesaid, by reason of the fact that he,
or any firm of which he is a member, or any corporation of which
he is a shareholder or Director, was interested in such
transaction or contract. Nothing herein contained shall create
any liability in the events above described or prevent the
authorization, ratification or approval of such contracts or
transactions in any other manner provided by law.
SECTION 11. The term of office of all officers shall
be one year, or until their respective successors are chosen and
qualified, but any officer may be removed from office at any time
by the Board of Directors.
SECTION 12. The officers of the Company shall have
such duties as usually pertain to their offices respectively, as
well as such power and duties as may from time to time be
conferred by the Board of Directors.
SECTION 13. The shareholders may alter or amend these
By-laws (except as set forth in the next sentence) by affirmative
vote of the holders of shares of the capital stock entitling them
to exercise a majority of the voting power, irrespective of
class, at any annual meeting or upon notice at any special
meeting. However, Section 2 of these By-laws may be altered,
amended, changed or repealed only by the affirmative vote of the
holders of at least four-fifths of the voting power of the then
outstanding voting stock of the Company, provided that such four-
fifths vote shall not be required for any amendment, alteration,
change or repeal recommended to the shareholders by two-thirds of
the Continuing Directors (as defined in Article 8 of the
Company's Restated Articles of Incorporation).
SECTION 14. In the event of emergency conditions
following a catastrophe or disaster, the following provisions
shall apply, other provisions of these by-laws notwithstanding:
In the case of any vacancy or vacancies in the Board of
Directors, the remaining Directors, although less than a majority
or a quorum, by affirmative majority vote, may elect a successor
or successors to hold office until the next annual meeting of the
shareholders of the Company and until his or their successors
shall be elected and qualified. If only one Director remains, he
shall forthwith appoint two additional Directors, and the three
shall thereupon fill the remaining vacancies. The Directors so
appointed and elected shall fill any vacancies which may exist
among the officers of the Company, including the President, a
Vice President, Treasurer and Secretary, and shall also fill any
vacancies which may exist on the Executive Committee. When
deemed necessary during any such emergency conditions, notices
may be given and Directors and members of the Executive Committee
may vote and act by telephone, mail or other means of direct
communication, but meetings shall be held and Directors and the
Executive Committee shall vote and act in the regular manner if
reasonably practicable. In the event that a quorum of either the
Board of Directors or the Executive Committee cannot readily be
convened, then all the powers and duties of the Board of
Directors shall vest in an Emergency Management Committee which
shall consist of all readily available members of the Board of
Directors and the officers of the Company who are not Directors,
but the Emergency Management Committee shall act only when
necessary, at times when the Board of Directors or Executive
Committee cannot readily be convened or act as hereinabove set
forth; provided, however, that if the Emergency Management
Committee shall take action in good faith, such action shall be
valid as if taken by the Board of Directors or Executive
Committee although it may subsequently develop that at the time
such action was taken the conditions requisite for action by the
Emergency Management Committee did not in fact exist.