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 such Director’s duties as a Director, including such Director’s duties as a member of any committee of the Board 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:
(a) One (1) or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, public accountants or other persons as to matters that the Director reasonably believes to be within such person’s professional or expert competence; or
(c) 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; 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 performs such duties 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 three (3) days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 3. Number, Election and Qualifications of Directors. The Board of Directors of the Corporation shall consist of approximately twenty-four (24) members, fourteen (14) of whom shall be District Representatives, two (2) Tribal Members (each such District or Tribal Representative being elected by the members and only the members for his/her District as such Districts may from time to time be described or designated by resolution of the Board of Directors, those wishing to become District Representatives must be a member in good standing to run for the position), two (2) Floating Board members who are elected by the membership at large and must be a member in good standing, and six (6) of whom shall be the members of the Executive Board, as such members are hereinafter designated. The Board of Directors of the Corporation shall make diligent efforts to have all Board positions filled with at least one (1) member, if possible. The names and addresses of the members of the first Board of Directors have been stated in the Articles. Such persons shall hold office until the first annual meeting of members and until their successors shall have been elected and qualified. At the first annual meeting of members and biennially thereafter on the date of the annual meeting of members the existing Directors shall elect Directors to hold office until the second succeeding annual meeting.
Section 4. 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 Board of Directors. A Director elected to fill a vacancy shall be elected for the un-expired term of such Director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next regular election of Directors.
Section 5. Removal of Directors. At a meeting of members called expressly for that purpose, any Director or the entire Board of Directors may be removed, with or without cause, by a vote of a majority of the members then entitled to vote.
Section 6. Executive Board. There shall be an Executive Board of the Board of Directors, which shall consist of the President, President Elect, Vice President, Treasurer, Secretary, Past President, and Lead Representative. The Executive Board shall have authority to act on behalf of the Board of Directors with respect to such matters that may arise between meetings of the full Board of Directors, which authority may be exercised to the fullest extent authorized by the law of Idaho.
Section 7. Additional Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate one (1) or more additional committees each of which, to the extent provided in such resolution, shall have and may exercise the authority of the Board of Directors in the management of the Corporation. Each such committee shall consist of two (2) or more persons, a majority of whom are Directors; the remainder need not be 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. Any non-director who becomes a member of any such committee shall have the same responsibility with respect to such committee as a Director who is a member thereof.
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the President thereunto authorized by a like resolution of the Board of Directors. Membership on such committees need not be limited to Directors.
Section 8. Directors and Committee Meetings. Meetings of the Board of Directors, regular or special, or meetings of the Executive Board or any additional committee designated by the Board of Directors, 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, the Executive Board, or any additional committee designated by the Board of Directors, may be called by or at the request of the President, any Director or the chair of the committee, as applicable, upon written or verbal notice thereof given to each Director and other committee members, if applicable, at least three (3) days before the meeting. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place 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 without other notice than such resolution.
Members of the Board of Directors, the Executive or any additional committee designated by the Board of Directors may participate in a meeting of the Board 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 by similar communications equipment, notice of the meeting shall be given at least one (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 attends or participates for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, not the purpose of, any regular or special meeting of the Board of Directors or any committee designated thereby need by specified in the notice of waiver of notice of 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 and Voting Requirements. A majority of the number of Directors fixed by Section 3 of this Article III shall constitute a quorum for the transaction of business at meetings 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 a 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 Directors of the Corporation, or any action which 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 a unanimous vote.
Section 12. Compensation. No Director or committee member shall receive a salary or other compensation for service in that capacity but may be reimbursed for actual expenses incurred in the performance of such service. This provision shall not preclude any Director from serving the Corporation in any other capacity and receiving additional compensation therefore.
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 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:
(a) 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
(b) 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
(c) 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 14. Loans to Directors. The Corporation shall not lend money to or use its credit to assist its Directors or officers.
Section 15. 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 know 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 any 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.
Section 16. Annual Dues. At each regular annual meeting or at such other meeting as may be designated in a resolution adopted by the Board of Directors, the Board of Directors shall by resolution designate classes of membership, if there by more than one, and set the annual dues to be paid by each class of membership for the ensuing calendar year.