Exhibit 3.3
Idaho Power Company
Articles of Amendment to Idaho Power Company
Restated Articles of Incorporation, as amended
Exhibit 3.3
IDAHO POWER COMPANY
ARTICLES OF AMENDMENT
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1. The name of the corporation is Idaho Power Company.
2. Idaho Power Company amended Article 4 of its Restated Articles of
Incorporation, as amended, to read as follows:
ARTICLE 4. DIRECTORS. (a) The number of directors constituting
the Board of Directors of the Corporation shall be fixed from time to
time exclusively by the Board of Directors pursuant to a resolution
adopted by affirmative vote of a majority of the directors, 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 Corporation pursuant to Article 10 of the
Restated Articles of Incorporation of the Corporation.
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-two (72) 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-two (72) 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, (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.
(b) 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. Directors chosen to
fill vacancies resulting from an increase in the authorized number of
directors shall hold office until the next election of directors by
the shareholders; directors chosen to fill other vacancies 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.
The remaining sections of Article 4 are unchanged.
3. Not applicable.
4. The amendment was adopted on January 20, 2005.
5. The amendment was duly approved by the shareholder of Idaho Power Company in
the manner required by Chapter 1. General Business Corporations of the Idaho
Code and by the Idaho Power Company Restated Articles of Incorporation, as
amended.
IN WITNESS WHEREOF, the undersigned has signed this Articles of Amendment
this 21st day of January, 2005.
IDAHO POWER COMPANY
By: /s/ J. LaMont Keen
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J. LaMont Keen
President & Chief Operating Officer