Exhibit 3.1
Article I
NAME
The name of the Corporation is Idaho Power Holding Company.
Article II
PURPOSE
The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the Idaho
Business Corporation Act (the "Act").
Article III
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation is P.O. Box
70, 1221 West Idaho Street, Boise, Idaho 83702, and the name of the
Corporation's registered agent at this address is Robert W. Stahman.
Article IV
INCORPORATOR
The incorporator of the Corporation is Robert W. Stahman, whose
address is P.O. Box 70, 1221 West Idaho Street, Boise, Idaho 83702.
Article V
CAPITAL STOCK
Section 1. AUTHORIZED CAPITAL STOCK. The aggregate number of
shares of all classes of capital stock which the Corporation has the
authority to issue is 140,000,000, consisting of: (i) 20,000,000 shares of
Preferred Stock, without par value; and (ii) 120,000,000 shares of Common
Stock, without par value.
Section 2. DIVIDENDS. Subject to restrictions in these Articles
of Incorporation and to the extent permitted by law, the Board of Directors
may declare, and the Corporation may pay, dividends from any tangible or
intangible property legally available therefor. Dividends payable in shares
of any class may be paid to the holders of shares of another class.
Section 3. PREFERRED STOCK. Shares of Preferred Stock may be
issued in one or more series. Each series shall be so designated as to
distinguish the shares thereof from the shares of all other series of the
Preferred Stock and all other classes of stock of the Corporation. The Board
of Directors is hereby expressly authorized to establish series of Preferred
Stock and, within the limitations set forth in these Articles of
Incorporation and such limitations as may be provided by any applicable law,
to prescribe the number of shares to be included in any series and the
preferences, limitations and relative rights of each series of the Preferred
Stock so established. Such action by the Board of Directors shall be
expressed in a resolution or resolutions adopted by it prior to the issuance
of shares of each series. Without limitation thereto, the authority of the
Board of Directors with respect to each series shall include the
determination of any or all of, and the shares of each series may vary from
the shares of any other series in, the following:
(a) the number of shares constituting such series and the
designation thereof;
(b) the rate or rates of dividend, if any, or any formula or
other method or other means by which such rate or rates are to be
determined at any time or from time to time, the date or dates on
which dividends may be payable, whether such dividends shall be
cumulative, noncumulative or partially cumulative and, if cumulative
or partially cumulative, the date from which dividends shall
accumulate;
(c) whether shares may be redeemed or converted (i) at the
option of the Corporation, the shareholder or another person or upon
the occurrence of a designated event; (ii) for cash, indebtedness,
securities or other property; (iii) in a designated amount or in an
amount determined in accordance with a designated formula or by
reference to extrinsic data or events;
(d) the preference, if any, of shares of such series over any
other class of shares with respect to distributions, including
dividends and distributions upon
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any voluntary or involuntary dissolution, liquidation or winding up of
the Corporation;
(e) whether the shares shall have any voting powers, in addition
to the voting powers provided by law, and the terms of any such voting
powers; and
(f) any other relative rights, preferences and limitations of
that series.
All shares of the Preferred Stock of the same series shall be
identical and shall have identical preferences, limitations and relative rights,
except that shares of the same series issued at different times may vary as to
the dates from which dividends thereon shall be cumulative and except as
otherwise not prohibited by applicable law.
Section 4. COMMON STOCK.
A. LIQUIDATION RIGHTS. Subject to the limitations set forth in
these Articles of Incorporation, any applicable law and to the rights, if any,
expressly granted to the holders of the Preferred Stock or of any class of stock
hereafter authorized, upon any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, any net assets of the Corporation
available for distribution to its shareholders shall be distributed ratably to
the holders of the Common Stock. Without limiting the right of the Corporation
to distribute its assets or to dissolve, liquidate or wind up in connection with
any sale, merger or consolidation, the sale of all or substantially all of the
property of the Corporation, or the merger or consolidation of the Corporation
into or with any other corporation or corporations, shall not be deemed to be a
distribution of assets or a dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, for purposes of this paragraph.
B. VOTING RIGHTS. Subject to any applicable law and to the rights,
if any, expressly granted to the holders of the Preferred Stock or of any class
of stock hereafter authorized, the holders of the Common Stock shall have the
exclusive right to vote in elections of directors and with respect to all other
purposes.
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Article VI
BOARD OF DIRECTORS
Section 1. NUMBER. The number of directors constituting the Board
of Directors shall be determined in the Bylaws.
Section 2. TERMS. At the first Annual Meeting of Shareholders,
the Board of Directors shall be divided into three classes as nearly equal in
number as possible, unless otherwise provided by any applicable law. The
initial term of office of each director in the first class shall expire at the
first following Annual Meeting of Shareholders; the initial term of office of
each director in the second class shall expire at the second following Annual
Meeting of Shareholders; and the initial term of office of each director in the
third class shall expire at the third following Annual Meeting of Shareholders.
At each annual election commencing at the Annual Meeting of Shareholders after
such classification, 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.
Section 3. VACANCIES. Newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the Board
of Directors 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.
Section 4. REMOVAL. A director may be removed by the shareholders
only for cause at a meeting called for the purpose of removing him by the
affirmative vote of not less than two-thirds of the outstanding shares entitled
to vote in elections of directors. The meeting notice must state that the
purpose, or one (1) of the purposes, of the meeting is removal of the director.
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Article VII
LIMITATION OF LIABILITY
Section 1. GENERAL. No director of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary damages
resulting from any action taken, or any failure to take any action, as a
director; provided, however, that nothing herein shall be deemed to eliminate or
limit any such liability which may not be so eliminated or limited under any
applicable law, as now in effect or as it may be amended or substituted from
time to time.
Section 2. AMENDMENTS. No amendment, alteration, change, repeal
or substitution of this Article VII shall eliminate or limit the protection
afforded by this Article VII to a director with respect to any act or omission
occurring prior to the effective date thereof, unless otherwise provided by any
applicable law.
Article VIII
INDEMNIFICATION
Section 1. DEFINED TERMS. Capitalized terms used in this Article
VIII that are defined in Section 30-1-850 of the Act shall have the meaning
given to such terms under Section 30-1-850 of the Act.
Section 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
Corporation shall indemnify its Directors and Officers against Liability and
Expenses and shall advance Expenses to its Directors and Officers in connection
with any Proceeding to the fullest extent permitted by the Act, as now in effect
or as it may be amended or substituted from time to time.
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Article IX
AMENDMENT OF ARTICLES OF INCORPORATION
Section 1. DEFINED TERMS. For the purposes of this Article IX:
(i) "Interested Shareholder" shall have the meaning given
in Section 30-1701 of the Idaho Business Combination Law; and
(ii) "Continuing Director" shall mean any member of the
Board of Directors who is unaffiliated with, and not a nominee of, any
Interested Shareholder and was a member of the Board of Directors prior to the
time that the Interested Shareholder became an Interested Shareholder and any
successor of a Continuing Director who is unaffiliated with, and not a nominee
of, any Interested Shareholder and is designated to succeed a Continuing
Director by two-thirds of Continuing Directors then on the Board of Directors.
Section 2. GENERAL. The Corporation reserves the right to amend,
alter, change or delete any provision contained in these Articles of
Incorporation, in the manner now or hereafter prescribed herein or by any
applicable law, and all rights conferred upon shareholders herein or as
contemplated hereby are granted subject to such reservation.
Section 3. ADDITIONAL VOTING REQUIREMENTS. In addition to any
affirmative vote required by any applicable law, these Articles of Incorporation
or otherwise, any amendment, alteration, change, repeal or substitution of,
addition to, or adoption of any provision inconsistent with, Articles VI and IX
of these Articles of Incorporation shall require the affirmative vote of
shareholders representing not less than eighty percent (80%) of the voting power
of all outstanding shares of the Corporation entitled to vote in elections of
directors, voting together as a single class; provided, however, that the
additional affirmative votes required by this Section 3 shall not be required
for any such amendment, alteration, change, repeal, substitution, addition or
adoption, and such action may be taken upon such authorization and approval by
shareholders as would otherwise be required, if it is recommended and submitted
to the shareholders for their consideration by the affirmative vote of
two-thirds of the Continuing Directors.
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Article X
SHAREHOLDER VOTING AND QUORUM REQUIREMENTS
The shareholders may adopt or amend a bylaw that fixes a greater
quorum or voting requirement for shareholders, or voting groups of shareholders,
than is required by the Act.
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IN WITNESS WHEREOF, the undersigned does hereby execute these Articles
of Incorporation on February 2, 1998.
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Robert W. Stahman
Incorporator
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