20241217Staff Comments .pdf

RECEIVED
Tuesday, December 17, 2024 10:20:22 AM
IDAHO PUBLIC
UTILITIES COMMISSION
DAYN HARDIE
DEPUTY ATTORNEY GENERAL
IDAHO PUBLIC UTILITIES COMMISSION
PO BOX 83720
BOISE, IDAHO 83720-0074
[phone]
IDAHO BAR NO. 9917
Street Address for Express Mail:
11331 W CHINDEN BLVD, BLDG 8, SUITE 201-A
BOISE, ID 83714
Attorney for the Commission Staff
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE PETITION TO )
CANCEL CPCN NO. 317 FOR ISLAND PARK ) CASE NO. ISL-W-24-01
WATER COMPANY )
COMMENTS OF THE
COMMISSION STAFF
COMMISSION STAFF ("STAFF") OF the Idaho Public Utilities Commission
("Commission"), by and through its Attorney of record, Dayn Hardie, Deputy Attorney General,
submits the following comments.
BACKGROUND
On October 15, 2024, the Commission received a petition to cancel Island Park Water
Company, Inc.'s ("Island Park") Certificate of Public Convenience and Necessity("CPCN")No.
317.
The law firm Rigby, Andrus & Rigby Law("Rigby Law") informed the Commission that
Island Park had been judicially dissolved under the direction of the Receiver, Big Springs Water
Company, LLC ("Receiver").' To wind up outstanding matters related to Island Park, Rigby
' On October 3, 2024, in Case No. CV 10-23-3252, an order was entered in the 71 District allowing the receiver to
transfer the assets of Island Park to Caldera Water Company,Inc.
STAFF COMMENTS 1 DECEMBER 17, 2024

Law requested the Commission cancel CPCN No. 317, which Island Park operated under prior to
dissolution.
Rigby Law noted that Island Park's assets had been transferred to Caldera Water
Company, Inc. ("Caldera"), an Idaho non-profit corporation, which is not subject to this
Commission's regulation. Caldera will operate and maintain the seven water systems formerly
owned and operated by Island Park.
STAFF ANALYSIS
Staff recommends that the Commission cancel CPCN No. 317 assigned to Island Park.
Island Park's assets have been transferred to Caldera which is a nonprofit operating at cost and
therefore is not a regulated corporation per Idaho Code §61-104.
Asset Transfer
On October 3, 2024, an order was issued in the 71h Judicial District in Bonneville County
approving the Receiver's motion to transfer the assets and liabilities from Island Park to Caldera.
See Attachment A.
In terms of water companies under the Commissions'jurisdiction,Idaho Code § 61-129
defines a public utility as any corporation"where the service is performed and the commodity
delivered directly to the public or some portion thereof, and where the service is performed or
the commodity delivered to any corporation or corporations, or any person or persons, who in
turn, either directly or indirectly or mediately or immediately,performs the services or delivers
such commodity to or for the public or some portion thereof." Idaho Code § 61-104 defines the
term corporation and provides exceptions for municipal corporations, mutual nonprofits or
cooperatives, or any other public utility organized and operated for service at cost and not for
profit.
Staff reviewed the bylaws and Secretary of State documents on Caldera. Caldera was
formed as a nonprofit corporation on June 2, 2024. In its articles of incorporation, it states that
that upon dissolution all assets shall be distributed to a nonprofit or government entity and
cannot be distributed to any board member or owner. Caldera's bylaws specifically prohibit the
sharing of corporate earnings in section 7.1 and prohibit loans to any of its directors or officers.
STAFF COMMENTS 2 DECEMBER 17, 2024

See Attachment B. Staff believes these provisions satisfy the exceptions provided in Idaho Code
§61-104, and that Caldera is not a corporation subject to the Commission's jurisdiction.
Public Interest
The Island Park water system is old and in need of significant repair or replacement.
Island Park does not have the necessary capital to update and maintain the current system or to
provide the necessary repairs. As a nonprofit, the water system could potentially have greater
access to grants and subsidized loans to finance these repairs.
Dustin Parkinson is one of founding members of Caldera and is also the CEO/Operator of
Mountain West Water Works. He holds licenses for drinking water systems and is the owner of
the company currently acting as Receiver of Island Park. He maintains the knowledge and
ability to properly run the system and will remain on Caldera's board while it begins operation of
the water systems that make up what was formerly Island Park.
Commission Requirements
If the Commission cancels the CPCN, Island Park will still be required to submit a Gross
Intrastate Operating Revenue for 2024 by April 1, 2025, the 2024 Annual Report by April 15,
2025, and pay the assessment fee by May 15, 2025.
RECOMMENDATION
Staff recommends the Commission approve the transfer of the assets from Island Park
Water Company to Caldera and cancel CPCN No. 317 but direct Caldera, as the surviving entity,
to file the appropriate reports and payments.
Respectfully submitted this 17th day of December 2024.
Dayn Har ie
Deputy Attorney General
Technical Staff. Joe Terry
I:\Utility\UMISC\COMMENTS\ISL-W-24-01 Comments.docx
STAFF COMMENTS 3 DECEMBER 17, 2024

Filed: 10/03/2024 09:03:52
Seventh Judicial District, Bonneville County
Penny Manning, Clerk of the Court
By: Deputy Clerk- Hays, Skylee
Michelle M Mortimer, ISBN 11536
Hyrum Erickson, ISBN 7688
RIGBY, ANDRUS & RIGBY LAW, PLLC
Attorneys at Law
25 North Second East
Rexburg, Idaho 83440
Telephone: [phone]
Facsimile: 208-356-0768
[e-mail]
Attorneys for Receiver Big Springs Water Co. LLC
IN THE DISTRICT COURT OF THE SEVENTH JUDICIAL DISTRICT OF
THE STATE OF IDAHO IN AND FOR THE COUNTY OF BONNEVILLE
---------------
IDAHO DEPARTMENT OF ) Case No. CV 10-23-3252
ENVIRONMENTAL QUALITY and )
IDAHO PUBLIC UTILITIES )
COMMISSION, ) ORDER ON MOTION TO APPROVE
TRANSFER OF IPWC ASSETS TO
Plaintiffs, ) NON-PROFIT
V. )
ISLAND PARK WATER COMPANY, )
INC., MCCARTY MANAGEMENT )
SERVICES, LLC, and DOROTHY )
MCCARTY, INDIVIDUALY AND IN )
HER CAPACITY AS SOLE MANAGER )
OF ISLAND PARK WATER )
COMPANY, INC and SOLE MEMBER )
OF MCCARTY MANAGEMENT )
SERVICES, LLC )
Defendants. )
The Court having reviewed the Receiver's Motion to Approve Transfer of IPWC Assets to
Non-Profit and good cause appearing therefor,
ORDER ON MOTION TO APPROVE TRANSFER OF IPWC ASSETS TO NON-
PROFIT- PG 1
Attachment A
Case No. ISL-W-24-01
Comments
December 17, 2024

IT IS HEREBY ORDERED That the motion is granted. Pursuant to the Order Appointing
Receiver, the Receiver may transfer IPWC's remaining assets and liabilities to Caldera Water
Company, Inc. %0' \c1ALI Dj i
`���,Z.�,,...........
pVN T Y O •s� i
'� : %:� i
BONNEWLE
DATED this day of September, 2024. 70/3/20249:01:37AMdo
—
0.1
P.'
OF�O RL
District Judge
Attachment A
Case No. ISL-W-24-01
Comments
December 17, 2024
ORDER ON MOTION TO APPROVE TRANSFER OF IPWC ASSETS TO NON-
PROFIT- PG 2

CLERK'S CERTIFICATE OF SERVICE
This is to certify that on the October 3, 2024 I served a copy of the foregoing
Order by email to:
Dayn Hardie
Adam Triplett
IDAHO PUBLIC UTILITIES COMMISSION
[e-mail]
[e-mail]
Marvin M.Smith
HAWLEY TROXELL ENNIS&HAWLEY LLP
2010 Jennie Lee Drive
Idaho Falls, lD 83404
mmsmithghawleytroxell.com
Attorneys for Defendant Island Park Water
Company, Inc. and Dorothy McCarty
Hannah Young
Office of the Attorney General
Department of Environmental Quality
1410 N.Hilton Ave.
Boise, ID 83706
hannah.voung_kdeq.idaho.gov
Attorneys for the Idaho Department
of Environmental Quality
Hyrum D. Erickson
Michelle M Mortimer
RIGBY, ANDRUS
& RIGBY LAW, PLLC
P. O. Box 250
Rexburg, Idaho 83440
[e-mail]
[e-mail]
C
Attachment A
Case No. ISL-W-24-01
Comments
December 17, 2024
ORDER ON MOTION TO APPROVE TRANSFER OF IPWC ASSETS TO NON-
PROFIT- PG 3

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
BYLAWS
OF
CALDERA WATER COMPANY, INC.
AN IDAHO NONPROFIT CORPORATION
Attachment B
Case No. ISL-W-24-01
Comments
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
TABLE OF CONTENTS
ARTICLEI OFFICES ....................................................................................................................3
ARTICLEII MEMBERS .................................................................................................................3
Section2.1. Members ......................................................................................................3
Section2.2. Associates ....................................................................................................3
ARTICLE III BOARD OF DIRECTORS..............................................................................................3
Section 3.1. General Powers............................................................................................3
Section 3.2. Number, Election, Tenure and Qualifications .............................................4
Section3.3. Resignation ..................................................................................................4
Section3.4. Vacancies.....................................................................................................4
Section 3.5 Standards of Conduct...................................................................................4
Section3.6. Regular Meetings.........................................................................................5
Section 3.7. Special Meetings..........................................................................................5
Section3.8. Annual Meetings..........................................................................................5
Section3.9. Notice...........................................................................................................5
Section3.10. Quorum and Voting.....................................................................................5
Section3.11. Proxies..........................................................................................................6
Section 3.12. Presumption of Assent.................................................................................6
Section 3.13. Compensation ..............................................................................................6
Section 3.14. Executive and Other Committees ................................................................6
Section 3.15. Meetings by Telecommunication.................................................................7
Section 3.16. Action Without a Meeting ...........................................................................7
Section 3.17. Advisory Board............................................................................................7
Section 3.18. Chairman of the Board.................................................................................7
ARTICLE IV OFFICERS AND AGENTS.............................................................................................7
Section 4.1. Number and Qualifications..........................................................................7
Section 4.2. Power/Duties ................................................................................................7
Section4.3. Resignation...................................................................................................8
Section 4.4. Election and Term of Office........................................................................8
Section4.5. Removal .......................................................................................................8
Section4.6. Vacancies.....................................................................................................8
Section4.7. Compensation ..............................................................................................8
Section 4.8. Authority and Duties of Officers .................................................................8
Section4.9. Multiple Offices............................................................................................9
Section4.10. Surety Bonds................................................................................................9
ARTICLE V EXECUTION OF INSTRUMENTS....................................................................................9
Section 5.1. Checks, Drafts, etc.......................................................................................9
Section5.2. Deposits........................................................................................................9
Section5.3. Contracts.....................................................................................................10
Section 5.4. Conflicts of Interest.....................................................................................10
Attachment B ©Kyler Kohler Ostermiller&Sorensen,LLP 2024
Case No. ISL-W-24-01 Caldera Water Company,Inc., Bylaws
Comments
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
ARTICLE VI INDEMNIFICATION ...................................................................................................10
Section 6.1. Indemnification...........................................................................................10
Section 6.2. Advances of Costs and Expenses................................................................10
Section 6.3. Insurance....................................................................................................11
Section 6.4. Right to Impose Conditions to Indemnification.........................................11
Section 6.5. Limitation on Indemnification...................................................................11
Section 6.6. Limitation on Liability...............................................................................11
ARTICLE VII LIMITATIONS...........................................................................................................12
Section 7.1. Prohibition Against Sharing in Corporate Earnings ..................................12
Section 7.2. Investments................................................................................................12
Section 7.3. Exempt Activities.......................................................................................12
ARTICLE VIII MISCELLANEOUS ....................................................................................................12
Section 8.1. Account Books, Minutes, Etc. ...................................................................12
Section8.2. Fiscal Year.................................................................................................12
Section 8.3. Conveyances and Encumbrances...............................................................13
Section 8.4. Designated Contributions...........................................................................13
Section 8.5. Loans to Directors and Officers Prohibited...............................................13
Section 8.6. References to Internal Revenue Code........................................................13
Section8.7. Amendment................................................................................................13
Section 8.8. Severability................................................................................................13
Attachment B ©Kyler Kohler Ostermiller&Sorensen,LLP 2024
Case No. ISL-w-24-01 Caldera Water Company,Inc., Bylaws
Comments
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
BYLAWS
OF
CALDERA WATER COMPANY,INC.
These bylaws are adopted for the governance of Caldera Water Company, Inc., an Idaho
nonprofit Corporation (herein referred to as the"Corporation").
ARTICLE I
REGISTERED OFFICE
The registered office of the Corporation required Idaho Revised Statute (the "Act") shall
be 707 South Railroad Avenue, Sugar City, Idaho 83448. The initial registered office is subject
to change from time to time by the Board of Directors, by the officers of the Corporation, or as
otherwise provided by the Act.
ARTICLE II
MEMBERS
Section 2.1. Members. The Corporation shall have no voting members, but may, by
further amendment of these Bylaws, create one or more classes of nonvoting members, whose
rights and duties shall be as set forth in such further amendment. Any action which would
otherwise require approval by a majority of all members or approval by the members shall
require only approval of the Board. All rights which would otherwise vest in the members shall
vest in the directors.
Section 2.2. Associates. Nothing in this Article II shall be construed as limiting the right
of the Corporation to refer to persons associated with it as "members" even though such persons
are not members within the meaning of the Act, and no such reference shall constitute anyone a
member within the meaning of the Act. The Corporation may confer by amendment of its
Articles of Incorporation (the "Articles") or of these Bylaws some or all of the rights of a
member, as set forth in the Act, upon any person or persons who do not have the right to vote for
the election of directors or on a disposition of substantially all of the assets of the Corporation or
on a merger or on a dissolution or on changes to the Articles or Bylaws, but no such person shall
be a member within the meaning of the Act.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. General Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, except as otherwise provided in the Act, the Articles of
Incorporation or these bylaws.
Attachment B ©Kyler Kohler Ostermiller&Sorensen,LLP 2024
Case No. ISL-W-24-01 Caldera Water Company,Inc., Bylaws
Comments
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
Section 3.2. Number,Election, Tenure and Qualifications.
(a) The number of directors of the Board of Directors shall be specified from time to
time by resolution of the Board of Directors, but shall not be less than three (3).
(b) The initial directors shall be divided into two (2) groups, with each group
containing one-half of the total, as near as may be. The terms of the initial directors in the first
group expire at the first annual meeting after incorporation and the terms of the initial directors
in the second group expire at the second annual meeting after incorporation. The initial directors
shall have the term of office as respectively set forth in Exhibit A, attached hereto and
incorporated herein, and until their successors are duly elected and qualified or until their prior
removal, death or resignation.
(c) Upon the expiration of the initial staggered terms, directors shall be elected for
terms of three (3) years to succeed those whose terms expire. Despite the expiration of a
director's term, the director shall continue to serve until the election and qualification of a
successor or until there is a decrease in the number of directors, or until such director's earlier
death, resignation or removal from office. The Board of Directors shall appoint directors to fill
each of the director positions which become open from time to time.
(d) Any director may be removed at any time, with or without cause, by the majority
vote of the directors.
Section 3.3. Resignation. Any director may resign at any time by giving written notice
to the president or the secretary of the Corporation. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 3.4. Vacancies. Any vacancy occurring in the Board of Directors may be filled
by an appointment approved by the affirmative vote of a majority of the remaining members of
the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term
of such director's predecessor in office. Any directorship to be filled by reason of an increase in
the number of directors shall be filled by an appointment approved by the affirmative vote of a
majority of the current members of the Board of Directors; a director so chosen shall hold office
until the end of the term designated for the position so created and thereafter until the director's
successor shall have been elected and qualified, or until the director's earlier death, resignation
or removal.
Section 3.5. Standards of Conduct. A director (or an officer) shall discharge his or her
duties as director(or officer):
(a) In good faith;
(b) With the care an ordinarily prudent individual in a like position would exercise
under similar circumstances; and
Attachment B ©Kyler Kohler Ostermiller&Sorensen,LLP 2024
Case No. ISL-W-24-01 Caldera Water Company,Inc., Bylaws
Comments
December 17,2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
(c) In a manner the director (or officer) reasonably believes to be in the best interest of
the Corporation.
Section 3.6. Regular Meetings. Regular meetings of the Board of Directors shall be
held at such time and place as may be determined by the Board of Directors, for the purpose of
transaction of such business as may come before the meeting. The Board of Directors may
provide by resolution the time and place, either within or outside the State of Idaho, for the
holding of regular meetings. No additional notice of meetings held pursuant to a resolution of
the Board of Directors, other than the resolution itself, is required.
Section 3.7. Special Meetings. Special meetings of the Board of Directors may be called
by or at the request of the chairman of the board or any two directors. The individual or
individuals authorized to call special meetings of the Board of Directors may fix any place as the
place, either within or outside Idaho, for holding any special meeting of the Board of Directors
called by them.
Section 3.8. Annual Meetings. One of the regular meetings of the Board of Directors
described above in Section 3.6 shall be designated as the Annual Meeting for the purposes of
organization, election of directors and officers and the transaction of other business.
Section 3.9. Notice. Notice of each meeting of the Board of Directors (other than
regular meetings held pursuant to a resolution of the Board of Directors under Section 3.6 above)
stating the place, day and hour of the meeting shall be given to each director at the director's
business address at least ten days prior thereto by the mailing of written notice by first class,
certified or registered mail, or at least five business days prior thereto by personal delivery of
written notice or by telephonic, electronic or facsimile notice (and the method of notice need not
be the same as to each director). If mailed, such notice shall be deemed to be given when
deposited in the United States mail, with postage thereon prepaid. If transmitted electronically or
by facsimile, such notice shall be deemed to be given when the transmission is completed. Any
director may waive notice of any meeting before, at or after such meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting, unless the director, at the
beginning of the meeting or promptly upon later arrival, objects to holding the meeting because of
lack or notice or defective notice, and after objecting, the director does not vote for or assent to
action taken at the meeting with respect to the purpose. If special notice was required for a
particular purpose,the director must object to the purpose for which the special notice was required,
and after objecting, refrain from voting for or assenting to the action taken at the meeting with
respect to the purpose, or the director's attendance will constitute a waiver of notice.
Section 3.10. Quorum and Voting. A majority of the directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors, and the vote of a
majority of the directors present in person at a meeting at which a quorum is present shall be the
act of the Board of Directors. If less than a quorum is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further notice other than an
announcement at the meeting,until a quorum shall be present.
Attachment B
OKyler Kohler Ostermiller&Sorensen,LLP 2024
Case No. ISL-W-24-01 Caldera Water Company,Inc., Bylaws
Comments
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
Section 3.11. Proxies. For purposes of determining a quorum with respect to a particular
proposal, and for purposes of casting a vote for or against a particular proposal, a director may be
considered to be present at a meeting and to vote if the director has granted a signed written
proxy:
(a) to another director who is present at the meeting and authorizing the other director
to cast the vote that is directed to be cast by the written proxy with respect to the particular
proposal that is described with reasonable specificity in the proxy; or
(b) to a person who is not a director if the proxy authorizes such person to cast the
vote that is directed to be cast by the written proxy with respect to the particular proposal that is
described with reasonable specificity in the proxy.
Section 3.12. Presumption of Assent. A director who is present at a meeting of the board
of directors when corporate action is taken is considered to have assented to all action taken at the
meeting unless:
(a) (i) the director objects at the beginning of the meeting, or promptly upon the
director's arrival, to holding the meeting or transacting business at the meeting; and (ii) after
objecting,the director does not vote for or assent to any action taken at the meeting; and
(b) the director contemporaneously requests that the director's dissent or abstention as to
any specific action taken be entered in the minutes of the meeting; or
(c) the director causes written notice of the director's dissent or abstention as to any
specific action to be received by: (i) the presiding officer of the meeting before adjournment of the
meeting; or(ii)the Corporation promptly after adjournment of the meeting.
The right of dissent or abstention as set forth above as to a specific action is not available to
a director who votes in favor of the action taken.
Section 3.13. Compensation. Directors shall not receive compensation for their services
as such. Reasonable stipends and expenses for directors for attendance at Board of Director
meetings or for carrying out other business of the Corporation may be paid or reimbursed by the
Corporation. Directors shall not be disqualified to receive reasonable compensation for services
rendered to or for the benefit of the Corporation in any other capacity.
Section 3.14. Executive and Other Committees. By one or more resolutions adopted by
a majority of the directors then in office, the Board of Directors may designate from among its
members an Executive Committee and one or more other committees, each of which shall have
and may exercise all of the authority of the Board of Directors granted to such committee by the
resolution establishing such committee. Each committee shall be comprised of at least two
directors appointed by the Board of Directors. The Chairman of the Board shall be a member of
and shall chair the Executive Committee, if any. The delegation of authority to any committee
Attachment B
Case No. ISL-W-24-01 OKyler Kohler Ostermiller&Sorensen,LLP 2024
Comments Caldera Water Company,Inc., Bylaws
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
shall not operate to relieve the Board of Directors or any member of the Board of Directors from
any responsibility imposed by law. Rules governing procedures for meetings of any committee
of the Board of Directors shall be as established by the Board of Directors, or in the absence
thereof, by the committee itself.
Section 3.15. Meetings by Telecommunication. Members of the Board of Directors or
any committee thereof may participate in a meeting of the Board of Directors or committee by
any means of communications so long as all individuals participating in the meeting can hear one
another. Such participation shall constitute presence in person at the meeting.
Section 3.16. Action Without a Meeting. Any action required or permitted to be taken at
a meeting of the Board of Directors may be taken without a meeting if each and every member of
the Board of Directors in writing either(a)votes for the action or(b)waives the right to demand that
action not be taken without a meeting and (i) votes against the action or (ii) abstains from voting.
Action is taken under this section only if the affirmative vote for the action equals or exceeds the
minimum number of votes that would be necessary to take the action at a meeting at which all of the
directors then in office were present and voted. An action taken pursuant to this section will not be
effective unless the Corporation receives writings describing the action taken, satisfying the above
requirements, signed by all of the directors, and not revoked by any director.
Section 3.17. Advisory Board The Board of Directors may appoint such advisory
commission or board as it may deem appropriate, consisting of directors or persons who are not
directors, but such board shall not be deemed a committee of the Board and shall not exercise any
powers of the Board. The Board shall select a chairman and such other officers of the advisory
board as it may determine. Notice of, and procedures for, meetings of any advisory board shall be
as prescribed by the chairman of such board, and meetings of any advisory board may be called by
the President,the Board of Directors or the chairman of the advisory board.
Section 3.18. Chairman of the Board The chairman of the Board of Directors shall be
selected and removed by the Board of Directors by majority vote and shall (i)preside at all meetings
of the Board of Directors; (ii) see that all orders and resolutions of the Board of Directors are carried
into effect; (iii) supervise and manage the activities of the Executive Committee of the Board, if
any, and (iv)perform all other duties incident to the office of chairman of the Board of Directors
and as from time to time may be assigned to the chairman by the Board of Directors.
ARTICLE IV
OFFICERS AND AGENTS
Section 4.1. Number and Qualifications. The elected officers of the Corporation shall
be a president, one or more vice-president(s), secretary and treasurer. The Board of Directors
may also elect or appoint such other officers, assistant officers and agents, including additional
vice-presidents, assistant secretaries and assistant treasurers, as it may consider necessary. One
individual may hold more than one office at a time.
Section 4.2. Power/Duties. The Board of Directors may delegate to any officer of the
Corporation or any committee of the Board of Directors the power to appoint, remove and prescribe
the duties of other officers, assistant officers, agents and employees.
Attachment B OKyler Kohler Ostermiller&Sorensen,LLP 2024
Case No. ISL-W-24-01 Caldera Water Company,Inc., Bylaws
Comments
December 17,2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
Section 4.3. Resignation. An officer may resign at any time by giving written notice of
resignation to the Corporation. An officer's resignation shall take effect at the time specified in the
notice, and unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 4.4. Election and Term of Office. The elected officers of the Corporation shall
be elected by the Board of Directors at each annual meeting, or, if the term of office exceeds one
year, at the meeting which coincides with the conclusion of the given term. If the election of
officers shall not be held at such meeting, such election shall be held as soon as convenient
thereafter. Each officer shall hold office until the officer's successor shall have been duly
elected and shall have qualified, or until the officer's earlier death, resignation or removal.
Section 4.5. Removal. An officer, assistant, agent or employee may be removed, with or
without cause, at any time: (i)in the case of an officer, assistant, agent or employee appointed by
the Board of Directors, only by resolution of the Board of Directors; and(ii) in the case of any other
officer, assistant, agent or employee,by any officer of the Corporation or committee of the Board of
Directors upon who or which such power of removal may be conferred by the Board of Directors;
but such removal shall be without prejudice to the contract rights, if any, of the individual so
removed.
Section 4.6. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the
term.
Section 4.7. Compensation. The compensation of the officers shall be fixed from time
to time by the Board of Directors based upon the fair value of services rendered by such officers,
and no officer shall be prevented from receiving such compensation by reason of the fact that he
or she is also a director of the Corporation.
Section 4.8. Authority and Duties of Officers. The officers of the Corporation shall
have the authority and shall exercise the powers and perform the duties specified below and as
may be additionally specified by the president, the Board of Directors or these bylaws, except
that in any event each officer shall exercise such powers and perform such duties as may be
required by law.
(a) President. The president and shall perform such duties as may be assigned to
him/her by the Board of Directors and all duties normally performed by a chief executive officer
or president of a corporation. The president may be referred to as the chief executive officer.
(b) Vice-President. In the absence of the president, or in the event of the president's
death, inability or refusal to act, the vice-president shall perform the duties of the president, and
when so acting, shall have all the powers of and be subject to all the restrictions upon the
president. The vice-president shall perform such other duties as from time to time may be
assigned to him or her by the president or by the Board of Directors. In the event there is more
than one vice-president serving, the vice-presidents shall perform the duties assigned to them by
the president and Board of Directors.
Attachment B
Case No. ISL-W-24-01
©Kyler Kohler Ostermiller&Sorensen,LLP 2024
Caldera Water Company,Inc., Bylaws
Comments
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
(c) Secretary. The secretary shall: (i)keep the minutes of the proceedings of the
Board of Directors and any committees of the Board of Directors; (ii) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law; (iii)be custodian
of the corporate records and of the seal of the Corporation; and (iv) in general, perform all duties
incident to the office of secretary and such other duties as from time to time may be assigned to
the secretary by the president or by the Board of Directors. Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the secretary.
(d) Treasurer. The treasurer shall: (i)be the principal financial officer of the
Corporation and oversee the care and custody of all its funds, securities, evidences of
indebtedness and other personal property, and deposit the same in accordance with the
instructions of the Board of Directors; (ii) supervise the process of receiving and giving receipts
for moneys paid in on account of the Corporation (iii) supervise the paying of all bills, payrolls
and other just debts of the Corporation of whatever nature upon maturity out of available funds;
(iii)prescribe and supervise the methods and systems of accounting to be followed, see that
complete books and records of account are kept, and prepare and file all local, state and federal
tax returns and related documents, prescribe and supervise an adequate system of internal audit,
and oversee the preparation of and furnish to the chairman of the Board of Directors and the
Board of Directors statements of account showing the financial position of the Corporation and
the results of its operations; (iv)upon request of the Board of Directors, make such reports to it
as may be required at any time; and (v)perform all other duties incident to the office of treasurer
and such other duties as from time to time may be assigned to the treasurer by the chairman of
the Board of Directors or the Board of Directors.
Section 4.9. Multiple Offices. An individual may hold more than one office of the
Corporation; provided, however, no individual may serve both as the president and as the secretary
of the Corporation.
Section 4.10. Surety Bonds. The Board of Directors may require any officer or agent of
the Corporation to execute to the Corporation a bond in such sums and with such sureties as shall
be satisfactory to the Board of Directors, conditioned upon the faithful performance of such
individual's duties and for the restoration to the Corporation of all books, papers, vouchers,
money and other property of whatever kind in such individual's possession or under such
individual's control belonging to the Corporation.
ARTICLE V
EXECUTION OF INSTRUMENTS
Section S L Checks, Drafts, etc. All checks, drafts and orders for payment of money, and
notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by
such officer or officers, or agent or agents of the Corporation and in such manner as shall from time
to time be determined by resolution of the Board of Directors.
Section 5.2. Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks, trust companies or other
depositaries as the Board of Directors may select.
Attachment B ©Kyler Kohler Ostermiller&Sorensen,LLP 2024
Case No. ISL-W-24-01 Caldera Water Company,Inc., Bylaws
Comments
December 17,2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
Section 5.3. Contracts. The Board of Directors may authorize any officer or officers, or
agent or agents, to enter into any contract or execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 5.4. Conflicts of Interest. The directors of the Corporation may adopt by majority
vote a conflicts of interest policy.
ARTICLE VI
INDEMNIFICATION
Section 6.1. Indemnification.
(a) Notwithstanding Section 6.1(b), and to the fullest extent allowed by relevant law,the
Corporation shall indemnify any director or officer of the Corporation who is successful, on the
merits or otherwise, in the defense of any proceeding or matter to which the director or officer was a
party by reason of having served as a director or officer of the Corporation, or any claim, issue or
matter in the proceeding to which the director or officer was a party because the director or officer is
or was a director or officer of the Corporation, against reasonable expenses incurred in the
proceeding or matter, including reasonable attorney fees.
(b) The Corporation may in its discretion indemnify an individual made a party to a
proceeding because the individual is or was a director, officer, employee, fiduciary or agent of the
Corporation or of any other corporation at the request of the Corporation, or by reason of any action
alleged to have been taken, omitted or neglected as such director, officer, employee, fiduciary or
agent against reasonable expenses incurred in connection with the proceeding, if-
(i) the individual's conduct was in good faith;
(ii) the individual reasonably believed that the individual's conduct was in, or
not opposed to,the Corporation's best interests; and
(iii) in the case of any criminal proceeding, the individual had no reasonable
cause to believe the individual's conduct was unlawful.
(c) The Corporation shall not indemnify a director, or officer, employee, fiduciary, or
agent in connection with a proceeding in which such individual was adjudged liable to the
Corporation, or in connection with any other proceeding charging that the individual derived an
improper personal benefit, whether or not involving action in the individual's official capacity, in
which proceeding the individual was adjudged liable on the basis that the individual derived an
improper personal benefit.
Section 6.2. Advances of Costs and Expenses. The Corporation may in its discretion pay
for reasonable expenses incurred by a director, officer, employee or agent (in defending a civil or
criminal action, suit or proceeding) who is a party to a proceeding in advance of final disposition of
the proceeding if:
Attachment B
Case No. ISL-W-24-01
©Kyler Kohler Ostenniller&Sorensen,LLP 2024
Comments Caldera Water Company,Inc., Bylaws
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
(a) the individual furnishes the Corporation a written affirmation of the individual's
good faith belief that the individual has met the applicable standard of conduct described above in
Section 6.1(b).
(b) the individual furnishes the Corporation a written undertaking, executed personally
or on the individual's behalf, to repay the advance, if it is ultimately determined that the individual
did not meet the standard of conduct; and
(c) a determination is made that the facts then know to those making the determination
would not preclude indemnification.
Section 6.3. Insurance. By action of the Board of Directors, notwithstanding any
interest of the directors in such action, the Corporation may, subject to Section 6.5, purchase and
maintain insurance, in such amounts as the Board of Directors may deem appropriate, on behalf
of any individual indemnified hereunder against any liability asserted against such individual and
incurred by such individual in such individual's capacity of or arising out of such individual's
status as an agent of the Corporation, whether or not the Corporation would have the power to
indemnify such individual against such liability under applicable provisions of law. The
Corporation may also purchase and maintain insurance, in such amounts as the Board of
Directors may deem appropriate, to insure the Corporation against any liability, including
without limitation, any liability for the indemnifications provided in this Article.
Section 6.4. Right to Impose Conditions to Indemnification. The Corporation shall
have the right to impose, as conditions to any indemnification provided or permitted in this
Article, such reasonable requirements and conditions as the Board of Directors may deem
appropriate in each specific case, including but not limited to any one or more of the following:
(a)that any counsel representing the individual to be indemnified in connection with the defense
or settlement of any action shall be counsel that is mutually agreeable to the individual to be
indemnified and to the Corporation; (b)that the Corporation shall have the right, at its option, to
assume and control the defense or settlement of any claim or proceeding made, initiated or
threatened against the individual to be indemnified; and (c)that the Corporation shall be
subrogated, to the extent of any payments made by way of indemnification, to all of the
indemnified individual's right of recovery, and that the individual to be indemnified shall
execute all writings and do everything necessary to assure such rights of subrogation to the
Corporation.
Section 6.5. Limitation on Indemnification. Notwithstanding any other provision of
these bylaws, and except as otherwise provided by law, the Corporation shall neither indemnify
any individual nor purchase any insurance in any manner or to any extent that would jeopardize
or be inconsistent with qualification of the Corporation as an organization described in Section
501(c)(3) of the Internal Revenue Code (the "IRC").
Section 6.6. Limitation on Liability. The directors and officers of the Corporation shall
not be liable to the Corporation for monetary damages for any action taken or any failure to take
any action as a director.
Attachment B OKyler Kohler Ostermiller&Sorensen,LLP 2024
Case No. ISL-W-24-01 Caldera Water Company,Inc., Bylaws
Comments
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
ARTICLE VII
LIMITATIONS
Section 7.1. Prohibition against Sharing in Corporate Earnings. No director, officer or
employee of or individual connected with the Corporation, or any other private individual shall
receive at any time any of the net earnings or pecuniary profit from the operations of the
Corporation, provided that this shall not prevent the payment to any such individual of such
reasonable compensation for services rendered to or for the Corporation in effecting any of its
purposes as shall be fixed by the Board of Directors; and no such individual or individuals shall be
entitled to share in the distribution of any of the corporate assets upon the dissolution of the
Corporation. All directors of the Corporation shall be deemed to have expressly consented and
agreed that upon such dissolution or winding up of the affairs of the Corporation,whether voluntary
or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in
the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid
over, in such amounts as the Board of Directors may determine or as may be determined by a court
of competent jurisdiction upon application of the Board of Directors, consistent with Article V of
the Corporation's Articles of Incorporation.
Section 72. Investments. The Corporation shall have the right to retain all or any part of
any securities or property acquired by it in whatever manner, and to invest and reinvest any funds
held by it, according to the judgment of the Board of Directors, without being restricted to the class
of investments which a nonprofit corporation is or may hereafter be permitted by law to make, or
any similar restriction, provided, however, that no action shall be taken by or on behalf of the
Corporation if such action is a prohibited transaction or would result in the denial of tax exemption
under any section of the IRC.
Section 7.3. Exempt Activities. Notwithstanding any other provision of these bylaws, no
director, officer, employee, or representative of this Corporation shall take any action or carry on
any activity by or on behalf of the Corporation not permitted to be taken or carried on by an
organization exempt under IRC § 501(c)(3).
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Account Books, Minutes, Etc. The Corporation shall keep correct and
complete books and records of account and shall also keep minutes of the proceedings of its
Board of Directors and committees. All books and records of the Corporation may be inspected
by any director, such director's authorized agent or attorney, for any proper purpose at any
reasonable time.
Section 8.2. Fiscal Year. The fiscal year of the Corporation shall be as established by
the Board of Directors.
Attachment B
Case No. ISL-W-24-01 ©Kyler Kohler Ostermiller&Sorensen,LLP 2024
Comments Caldera Water Company,Inc., Bylaws
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
Section 8.3. Conveyances and Encumbrances. Property of the Corporation may be
assigned, conveyed or encumbered by such officers of the Corporation as may be authorized to
do so by the Board of Directors, and such authorized individuals shall have power to execute and
deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale,
exchange, lease or other disposition of all or substantially all of the property and assets of the
Corporation shall be authorized only in the manner prescribed by applicable statute.
Section 8.4. Designated Contributions. The Corporation may accept any designated
contribution, grant, and bequest or devise consistent with its general tax-exempt purposes, as set
forth in the Articles of Incorporation. As so limited, donor-designated contributions will be
accepted for special funds, purposes or uses, and such designations generally will be honored.
However, the Corporation shall reserve all right, title and interest in and to and control of such
contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in
connection with any special fund, purpose or use. Further, the Corporation shall acquire and
retain sufficient control over all donated funds (including designated contributions) to assure that
such funds will be used to carry out the Corporation's tax-exempt purposes.
Section 8.5. Loans to Directors and Officers Prohibited. No loans shall be made by the
Corporation to any of its directors or officers.
Section 8.6. References to Internal Revenue Code. All references in these bylaws to
provisions of the Internal Revenue Code or "IRC" are to the provisions of the Internal Revenue
Code of 1986, as amended, and shall include the corresponding provisions of any subsequent
federal tax laws.
Section 8.7. Amendment. The power to alter, amend, restate or repeal these bylaws and
adopt new bylaws or to alter, amend or restate the Corporation's Articles of Incorporation shall
be vested in the Board of Directors. Any amendment must be approved by an affirmative vote of
a majority of the directors at any regular or special meeting of the Board of Directors.
Section 8.8. Severability. The invalidity of any provision of these bylaws shall not affect
the other provisions hereof, and in such event these bylaws shall be construed in all respects as if
such invalid provision were omitted.
Attachment B
Case No. ISL-W-24-01
©Kyler Kohler Ostermiller&Sorensen,LLP 2024
Comments Caldera Water Company,Inc., Bylaws
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
EXHIBIT A
Director Initial Term
Dustin Alan Parkinson Until the second annual meeting after incorporation
David James Oliverson Until the first annual meeting after incorporation
Colleen Erickson Until the second annual meeting after incorporation
Attachment B
OKyler Kohler Ostermiller&Sorensen,LLP 2024
Case No. ISL-W-24-01 Caldera Water Company,Inc., Bylaws
Comments
December 17, 2024

DocuSign Envelope ID:2B018516-6357-4D85-958C-D72894D27E77
CALDERA WATER COMPANY,INC.
BYLAWS CERTIFICATE
The undersigned certifies that he is the Secretary of Caldera Water Company, Inc., an
Idaho nonprofit Corporation, and that, as such, he is authorized to execute this certificate on
behalf of said Corporation, and further certifies that attached hereto is a complete and correct
copy of the presently effective bylaws of said Corporation.
Dated effective as of the 15th day of April, 2024
DocuSigned by:
o1feen rrick-son, Secretary
Attachment B
Case No. ISL-W-24-01 ©Kyler Kohler Ostermiller&Sorensen,LLP 2024
Caldera Water Company,Inc., Bylaws
Comments
December 17,2024

CERTIFICATE OF SERVICE
I HEREBY CERTIFY THAT I HAVE THIS ] , AY OF DECEMBER
2024, SERVED THE FOREGOING COMMENTS OF THE COMMISSION STAFF , IN
CASE NO. ISL-W-24-01, BY EMAILING A COPY THEREOF TO THE FOLLOWING:
MICHELLE MORTIMER
RIGBY ANDRUS & RIGBY
PO BOX 250
25 NORTH SECOND EAST
REXBURG ID 83440
E-MAIL: mmortimerrArex-law.com
J- -t f4'
PA RICIA JORDANAOCRETARY
CERTIFICATE OF SERVICE