20230330VP Inc to Staff 1-9.pdf

RECEIVED
2023 March, 30 4:40PM
IDAHO PUBLIC
UTILITIES COMMISSIONTHE MATTER OF THE INVESTIGATION
INTO WHETHER VP, INC. IS A PUBLIC
UTILITY SUBJECT TO REGULATION BY
THE IDAHO PUBLIC UTILITIES
COMMISSION
CASE NO. GNR-W-17-01
Answers to First Production Request
The following answers were prepared by Richard A. Villelli, President of VP Inc.
and who is also the record holder who's physical address is 517 Lakeshore Ave
#204, Dover, Idaho 83825. Phone [phone]. Mailing address PO Box 1785,
Sandpoint, Idaho 83864. E-mail [e-mail]. There are no supporting
work papers other than those attached as requested.
REQUEST NO. 1: Does VP, Inc. ("the Company") or any other entity associated with
VP, Inc., currently own and operate a water system that provides water to
customers?
Answer: Yes
REQUEST NO. 2: Please provide a legal description of the territory in which VP Inc.
operates and provides potable drinking water.
Answer: Hidden Lakes Subdivision, Hidden Lakes Subdivision 1st Addition, Hidden
Lakes Subdivision 2nd addition, Assessor parcels: 58N01W368550, and
58N01 W365250 and 58N01 W361811, all located in Bonner County, Idaho.
REQUEST NO. 3: Is the Company's system currently interconnected with any other
water or sewer system? If yes, please describe the interconnection and ownership
of the system(s) the Company's system is interconnected with. Please provide any
applicable agreements or contracts.
Answer: Yes. The system is connected with a valve at the connection which is
closed.
REQUEST NO. 4: Has the Company's system been interconnected with any other
water or sewer system? If yes, please describe the interconnection and ownership
of the system(s) the Company's system was connected to and when physical
separation of the system(s) was completed? Provide any applicable agreements or
contracts.
Answer: Yes. The connection was via a service pipe. TIC utilities was the
connection ownership. The valve was closed and system disconnected after
numerous requests and finally after a court order, (see attached order modifying
injunction) The exact date of the disconnect is unknown but approximately
October of 2021.
REQUEST NO. 5: Please indicate whether any private water, co-operative,
municipal or Commission regulated water utility customer service territories
overlap VP Inc's customer service territory. If so, please identify all those that
overlap, how they overlap, and explain any effect from the overlapping of
territories, such as disputes that may occur or current agreements for keeping
them separated.
Answer: Not currently overlapping but through current court appeal VP Inc.
believes disputed service territory will be returned to VP Inc.
REQUEST NO. 6: Is VP, Inc., or any of its associated entities, involved in current,
pending, or resolved litigation outside of the Bonner County cases (and the
related appeals) Genesis Golf Builders, Inc vs. Pend Oreille Bonner Development,
LLC, et. al., CV-2009-1810 and VP, Incorporated, vs. TIC Property Management,
LLC, CV09-20-1602. If so, please state the Case No., County, and date filed.
Answer: No
REQUEST NO. 7: Please provide a copy of articles of incorporation and bylaws for
VP, Inc. and any of its associated entities.
Answer: See attached
REQUEST NO. 8: Is the Company currently in compliance with all Idaho
Department of Environmental Quality ("IDEQ") and Idaho Department of Water
Resources ("IDWR") requirements and regulations? If not, please describe all
noncompliance issues and resolution plans.
Answer: Yes
REQUEST NO. 9: Please provide details of all lDEQ and IDWR compliance
discrepancies resolved since 2017.
Answer: None
Dated in Sandpoint, Idaho March 30,2023.
VP Inc.
Richard A. Villelli, President
Richard L. Stacey, ISB #6800
JeffR. Sykes, ISB #5058
Filed: 09/10/2021 16:10:23MT
McCONNELL WAGNER SYKES & STACEY PLLc
827 East Park Boulevard, Suite 201
First Judicial District, Bonner County
Michael W Rosedale, Clerk of the Court
By: Deputy Clerk -Steiger, Brandy
Boise, Idaho 83712
Telephone: [phone]
Facsimile: 208.489.0110
[e-mail]
[e-mail]
Attorneys For Valiant Idaho, LLC
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT
OF THE STATE OF IDAHO, IN AND FOR THE COUNTY OF BONNER
GENESIS GOLF BUILDERS, INC.,
formerly known as
NATIONAL GOLF BUILDERS, INC.,
a Nevada corporation,
Plaintiff,
vs.
PEND OREILLE BONNER
DEVELOPMENT, LLC,
a Nevada limited liability company; et al.,
Defendants.
AND RELATED COUNTER, CROSS
AND THIRD PARTY ACTIONS
PREVIOUSLY FILED HEREIN.
ORDER OF MODIFICATION OF INJUNCTION
ENTERED APRIL 28, 2017 I Page 1
I:\ 1547.201 \PLD\lnjunction\lnjunction Modification-ORDER.docx
Case No. CV-2009-1810
ORDER MODIFYNG INJUNCTION
ENTERED APRIL 28, 2017
Honorable Barbara Buchanan
THIS MATTER came before the Court on August 19, 2021, for a hearing on
Valiant Idaho, LLC's ("Valiant") Second Motion To Modify Injunction Entered April 28, 2017
("Motion to Modify") filed August 5, 2021. Appearing on behalf of Valiant was Richard L. Stacey
of McConnell Wagner Sykes & Stacey PLLC, and appearing on behalf of VP, Incorporated ("VP")
was Susan P. Weeks of James, Vernon & Weeks, PA. By way of its Motion to Modify,
Valiant seeks a modification of this Court's Order Granting Injunction entered April 28, 2017
("Injunction").
WHEREAS, an Injunction was entered by this Court on April 28, 2017.
WHEREAS, the Injunction has remained in full force and effect through the date of this
Order of Modification of Injunction Entered April 28, 2017 ("Order") and shall continue to remain
in full force and effect until October l, 2021 at 12:00 p.m. PDST.
WHEREAS, Valiant has drilled its own groundwater wells and constructed infrastructure
and other improvements necessary to provide water services to the real properties located within
The Idaho Club's Planned Unit Development ("PUD") without using VP's groundwater wells.
WHEREAS, VP has not constructed a sewer lagoon and other sewer system infrastructure
necessary to provide sewer services to the parcels located outside of The Idaho Club's PUD
without Valiant's sewer lagoon and other sewer system infrastructure.
NOW, THEREFORE, upon consideration of the pleadings filed in support of and in
opposition to the Motion to Modify, and oral argument presented at the hearing,
IT IS HEREBY ORDERED:
1. Effective as of October l, 2021, at 12:00 p.m. PDST, the Injunction is hereby
modified as follows:
ORDER OF MODIFICATION OF INJUNCTION
ENTERED APRIL 28, 2017 I Page 2
I:\ 154 7 .20 I \PLD\Injunction\Injunction Modification-ORDER.docx
a. Paragraphs 1 thru 5 of the Injunction Re: Water System Services (pp. 5-7)
are vacated and shall not have any further force or effect;
b. Any agreements VP has entered into with residents/customers to provide
water or sewer services to parcels located within The Idaho Club's PUD shall thereafter be void
and of no further force or effect. Valiant will enter into agreements with said residents/customers
governing the provision of water and sewer services thereafter;
c. The Writ of Assistance granted to Valiant on March 6, 2017 shall thereafter
be in full force and effect, such that the Sheriff of Bonner County is again directed to,
without delay, eject and remove each and every person or entity, including, but not limited
to VP, from using, holding, or detaining any real property owned by Valiant within
The Idaho Club's PUD, and all fixtures, appurtenances, and improvements associated therewith,
including the sewer and water systems, or any parts thereof;
d. VP and Valiant shall cooperate to allow Valiant, and its agents, engineers,
contractors, and/or employees, to disconnect and separate, as efficiently and cost effectively as
reasonably possible, the water system for the real properties within The Idaho Club's PUD
("PUD Water System"), which shall thereafter be operated and maintained by Valiant, from the
water system for the real properties that are not within The Idaho Club's PUD ("Hidden Lakes'
Water System"), which shall thereafter be operated and maintained by VP;
e. Valiant and VP shall cooperate to disconnect and separate the
PUD Water System from the Hidden Lakes' Water System in such a manner that it will cause as
little disruption as is reasonably possible in water services to existing residents/customers,
properties, and/or any other recipients;
ORDER OF MODIFICATION OF INJUNCTION
ENTERED APRIL 28, 2017 I Page 3
I:\ 1547.201 \PLD\Injunction\Injunction Modification-ORDER.docx
f. Valiant shall remain responsible for the construction of any improvements
to the PUD Water System that are necessary for it to operate properly and independently after
the PUD Water System and the Hidden Lakes' Water System have been disconnected
and separated; and
g. VP shall remain responsible for the construction of any improvements to
the Hidden Lakes' Water System that are necessary for it to operate properly and independently
after the PUD Water System and the Hidden Lakes Water System have been disconnected
and separated. If it is discovered that the Hidden Lakes' Water System cannot operate properly
unless or until VP constructs additional infrastructure or improvements thereto, then Valiant shall
provide water services to The Idaho Club and Hidden Lakes using its source wells until such time
as VP has completed said additional infrastructure or improvements.
2. Paragraphs 1 thru 4 of the Injunction Re: Sewer System Services shall continue to
remain in full force and effect.
IT IS SO ORDERED.
DATED: 9/10/2021 09:08 AM
ORDER OF MODIFICATION OF INJUNCTION
ENTERED APRIL 28, 2017 I Page 4
I:\154 7 .20 I \PLD\Injtmction\Injunction Modification-ORDER.docx
Honorable Barbara Buchanan
Judge of the First Judicial District
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that oJPl10t2021 03:10 PM , a true and correct copy of the
foregoing document was served via electronic mail upon the following party(ies):
Susan P. Weeks, Esq.
James, Vernon & Weeks, PA
1626 Lincoln Way [e-mail]
Coeur d'Alene, Idaho 83814 [e-mail]
Telephone: [phone]
Counsel For VP Incorporated/North Idaho Resorts
Richard L. Stacey, Esq.
McConnell Wagner Sykes & Stacey PLLC
827 East Park Boulevard, Suite 201 [e-mail] Boise, Idaho 83 712
Telephone: [phone] [e-mail]
Counsel For Valiant Idaho, LLC
.£rcwij:l.o.S~
Clerk of the Court
ORDER OF MODIFICATION OF INJUNCTION
ENTERED APRIL 28, 2017 \ Page 5
1:\1547.20 I \PLD\lnjunction\lnjunction Modification-ORDER.docx
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CERTIFICATE OF INCORPORATION
OF
VP, INCORPORATED
File number C 106766
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I, PETET. CENA~USA, Secretary of State o'f the State of Idaho, l1ereby certify .
that duplicate originals of Articles of Incorporation for the incorporation of the above
... : . named corporation, duly signed pursuant to the provisions of the Idaho Business
Corporation Act, have been received in th.is office and are found to conform to law.
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A_CCORDINGL Y and by virtue of the authority vested in me by law, I issue this
· Certificate of Incorporation and attach hereto a duplicate original of the .Articles of
Incorporation.,
Dated:. June 23, 1994
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SECRETARY OF STATE
By
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ARTICLES OP INCORPORATION
OF
VP, INCORPORATED rj ~
~-.El> w] l;j.. ,., .0 C":) ~. e T~.'undersigned, acting as Incorporator of a Corporation u~er
<.[) :,
the·1'Ida'H6 Business corporation Act, adopts the following _Articles
'~ ~. of Incorporation for such Corporation.
ARTICLE I
The name of the Corporation is VP, Incorporated.
AR.TICLE II
PURJ?OSE
The purpose or purposes for which the corporation is organized
ara to transact all lawful business for which corporations may be
organized under the Business Corporation Act of the State of Idaho.
ARTICLE III
DURATIPl:l
The period of duration of the corporation is perpetual.
ARTICLE IV
SHARES
The total authorized stock of the Corporation is 10,000 shares
of common stock, having a par value of $1.00 per share.
ARTICLE V
NON-CUMULATIVE VOTING
The shareholders shall not have the right of cumulative voting
ARTICLES OF INCORPORATION -l
u
II
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as provided by Idaho Code §30-l-33{d).
ARTICLE VI
PREEMPTIVE RIGHTS
The shareholders of the Corporation shall have no preemptive
right, by virtue of Idaho Code §30-1-26, to buy, purchase or
acquire stock issued or to be issued by the Corporation.
ARTICLE YI!
REGISTERED OFFICE
The address of the initial registered office is 218 Cedar
street, Sandpoint, Idaho 83864. The initial registered agent at
that address is Roberta A. Bostock.
ARTICLE 'VI!I
DIRECTORS
The initial Board of Directors shall consist of two directors,
and the names and addresses of the persons who shall serve as
directors until the first annual meeting of shareholders or until
their successors can be elected and qualified are:
~
Barbara J. Huguenin
Richard A. Villelli
ARTICLE IX
BYLAWS
Address
218 Cedar Street
Sandpoint, Idaho 83864
HCR 61, Box 169
Bonners Ferry, Idaho 83805
The i~itial Bylaws of the corporation shall be adopted by the
Board of Directors. The power to alter, amend or repeal the Bylaws
or adopt new Bylaws, subject to repeal or change by action of the
ARTICLES 0~ INCORPORATION -2
12086646338 PAINE HAMBLEN/CDA 181 P04 JUL 13 '94 10:00
sharaholdars, shall be vested in the Board of Directors. The
Bylaws may col'ltain any provisions for the regulations and
management of the affairs of the corporation not inconsistent with
law or these Articles of Incorporation as the same may be amended
from time to time.
M'l!ICLE X
lNb!MN!JtcATioN or DIBECTQRi, OffICExs, iijiPLQYEES MD AGENT§
The corporation shall have the right to enter into such
agreements and arrangements with its directors, officers, employees
and agents to provide for their indemnification while acting for
and on behalf of the Corporation, pursuant to Idaho Code §30-1-5.
ABTICLI XI
IflCOBPQRATOB
The name and business address of the Incorporator is as
follows:
Name
Dennis R. Duty
Address
218 Cedar Street
Sandpoint, Idaho 83864
IN WITNESS WHEREOF, the undersigned Incorporator of the above­
named corporation, has hereunto signed these Articles of
$'!
Incorporation on this 2( day of June, 1994.
M~ICLES OF INCORPORATION -3
STATE OF IDAHO )
: ss.
county of Kootenai )
On this e2/41"day of June, 1994, before me, Janet o. Robnett,
the undersigned Notary Public, personally appeared Dennis R. Duty,
known or identified to me to be the person whose name is subscribed
to the within instrument, and acknowledged to me that he executed
the same.
(SEAL)
ary Public for
esiding at Coeur d'Alene
Commission Expires: 4/26/97
\lSU0\00007\PlOO
ARTICLES or INCORPORATION -4
BYLAWS
of
VP, INCORPORATED
ARTICLE I
OFFICES
The corporation shall continuously maintain in the State of
Idaho a registered office and a registered agent whose office is
identical with such registered office, and may have other offices
within or without the state. Until changed by resolution of the
Board of Directors, the registered office in the State of Idaho
shall be located at:
218 Cedar Street
Sandpoint, Idaho 83864
The registered agent at that address is Roberta A. Bostock.
ARTICLE II
SHAREHOLDERS
SECTION l. ANNUAL MEETING . An annual meeting of the
shareholders shall be held on the second Monday of November of each
year at 10:00 a.m. for the purpose of electing directors and for
the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business
day.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called either by the president, by the board of
directors or by the holders of not less than one-fifth {1/5) of all
the outstanding shares of the corporation, for the purpose or
purposes stated in the call of the meeting.
SECTION 3. PLACE OF MEETING. The board of directors may
designate any place, as the place of meeting for any annual meting
or for any special meeting called by the board of directors. If no
designation is made, or if a special meeting be otherwise called,
the place of meeting shall be at the corporation's principal place
of business in Coeur d'Alene, Idaho.
SECTION 4. NOTICE OF MEETINGS. Written notice stating
BYLAWS -l
the place, date, and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than forty
days before days before the date of the meeting, or in the case of
a merger or consolidation, sale of assets outside the ordinary
course of business or where otherwise required by law, not less
than twenty nor more than forty days before the meeting, either
personally or by mail, by or at the direction of the president, or
the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited
in the United States-Mail, addressed to the shareholder at his
address as it appears on the records of the corporation, with
postage thereon prepaid. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which
the adjournment is taken.
SECTION s. FIXING OF RECORD DATE. For the purpose of
determining the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or to receive payment of any dividend, or other distribution or
allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of shares or for the purpose of
any other lawful action, the board of directors of the corporation
may fix in advance a record date which shall not be more than forty
days and, for a meeting of shareholders, not less than ten days, or
in the case of a merger or consolidation, not less than twenty
days, before the date of such meeting. If no record date is fixed,
the record date for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders shall be the date
on which notice of the meeting is mailed, and the record date for
the determination of shareholders for any other purpose shall be
the date on which the board of directors adopts the resolution
relating thereto. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting.
SECTION 6. VOTING LISTS. The officer or agent having
charge of the transfer books for shares of the corporation shall
make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting,
arranged in alphabetical order, showing the address of and the
number of shares registered in the name of the shareholder, which
list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be
open to inspection by any shareholder for any purpose germane to
the meeting, at any time during usual business hours. such list
shall also be produced and kept open at the time and place of the
meeting and may be inspected by any shareholder during the whole
time of the meeting. The original share ledger or transfer book,
BYLAWS -2
or a duplicate thereof kept in this State, shall be prima facie
evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of
shareholders.
SECTION 7. QUORUM. The holders of a majority of the
outstanding shares of the corporation, present in person or
represented by proxy, shall constitute a quorum at any meeting of
shareholders; provided that if less than a majority of the
outstanding shares are represented at said meeting, a majority of
the shares so represented may adjourn the meeting at anytime
without further notice. If a quorum is present, the affirmative
vote of the majority of the shares represented at the meeting shall
be the act of the shareholders, unless the vote of a greater number
or voting by classes is required by the statutes of the State of
Idaho, the Articles of Incorporation or these Bylaws. At any
adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the original
meeting. Withdrawal of shareholders from any meeting shall not
cause failure of a duly constituted quorum at that meeting.
SECTION a. PROXIES. Each shareholder entitled to vote at
a meeting of shareholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another
person or persons to act for him by proxy, but no such proxy shall
be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
SECTION 9. VOTING OF SHARES. Each outstanding share,
regardless of class, shall be entitled to one vote upon each matter
submitted to vote at a meeting of shareholders.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares
standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent, or proxy as the Bylaws of such
corporation may prescribe, or, in the absence of such provision, as
the board of directors of such corporation may determine.
Shares standing in the name of a deceased person, a minor ward
or an incompetent person, may be voted by his administrator,
Personal Representative, court appointed guardian, or conservator,
either in person or by proxy without a transfer of such shares into
the name of such administrator, executor, court appointed guardian,
or conservator. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy.
Shares standing in the name of a receiver may be voted by such
receiver,and shares held by or under the control of a receiver may
be voted by such receiver without the transfer thereof into his
name if authority so to do be contained in an appropriate order of
the court by which such receiver was appointed.
BYLAWS -3
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Any number of shareholders may create a voting trust for the
purpose of conferring upon a trustee or trustees the right to vote
or otherwise represent their shares, for a period not to exceed ten
years, by entering into a written voting trust agreement specifying
the terms and conditions of the voting trust, and by transferring
their shares to such trustee or trustees for the purpose of the
agreement. Any such trust agreement shall not become effective
until a counterpart of the agreement is deposited with the
corporation at its registered off ice. The counterpart of the
voting trust agreement so deposited with the corporation shall be
subject to the same right of examination by a shareholder of the
corporation, in person or by agent or attorney, as are the books
and records of the corporation, and shall be subject to examination
by any holder of a beneficial interest in the voting trust, either
in person or by agent or attorney, at any reasonable time for any
proper purpose.
Shares of its own stock belonging to this corporation shall
not be voted, directly or indirectly, at any meeting and shall not
be counted in determining the total number of outstanding shares at
any given time, but shares of its own stock held by it in a
fiduciary capacity may be voted and shall be counted in determining
the total number of outstanding shares at any given time.
SECTION 11. NON-CUMULATIVE VOTING. In all elections for
directors, every shareholder shall have the right to vote, in
person or by proxy, the number of shares owned by him or ,her. No
right vests to cumulate voting rights.
SECTION 12. INSPECTORS. At any meeting of shareholders,
the presiding officer may, or upon the request of any shareholder
shall, appoint one or more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of
shares represented at the meeting, based upon their determination
of the validity and effect of proxies; count all votes and report
the results; and do such other acts as are proper to conduct the
election and voting with impartiality and fairness to all the
shareholders.
Each report of an inspector shall be in writing and signed by
him or by a majority of them if there be more than one inspector
acting at such meeting. If there is more than one inspector, the
report of a majority shall be the report of the inspectors. The
report of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall be
prima facie evidence thereof.
BYLAWS -4
SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action
required to be taken at a meeting of the shareholders, or other
action which may be taken at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
SECTION 14. VOTING BY BALLOT. Voting on any question or
in any election may be by voice unless the presiding officer shall
order or any shareholder shall demand that voting be by ballot.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business of the
corporation shall be managed by its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number
of directors of the corporation shall be not less than two (2).
Each director shall hold office until the next annual meeting of
shareholders or until their successor shall have been elected and
qualified. Directors need not be residents of Idaho or
shareholders of the corporation. The number of directors may be
increased or decreased from time to time by the amendment of this
section; but no decrease shall have the effect of shortening the
term of any incumbent director.
SECTION 3. REGULAR MEETINGS. A regular meeting of the
board of directors shall be held without other notice than this
Bylaw, immediately after the annual meeting of shareholders. 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. All meetings of the board of directors,
regular or special meetings, may be conducted by telephone
conference call or other similar electronic medium, as the
directors may deem reasonable or necessary under the circumstances.
SECTION 4. SPECIAL MEETINGS. Special meetings of the
board of directors may be called by or at the request of the
president or any director. The person or persons authorized to
call special meetings of the board of directors may fix any place
as the place for holding any special meeting of the board of
directors called by them.
SECTION 5. NOTICE. Notice of any special meeting shall
be given at least five (5) days previous thereto by written notice
to each director at his business address. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
Mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegram company. If notice be
BYLAWS -S
r
given by facsimile transmission of written notice, such notice
shall be deemed delivered upon the sender's confirmation of
successful transmission. The attendance of a director at any such
meeting shall constitute a waiver of notice of such meeting, except
where a director attends a meeting 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, nor the purpose of, any regular or special meeting
of the board of directors need be specified in the notice or waiver
of notice of such meeting.
SECTION 6. QUORUM. A majority of the number of directors
fixed by these Bylaws shall constitute a quorum for transaction of
business at any meeting of the board of directors, provided that
less than a majority of the directors present may adjourn the
meeting at any time without further notice.
SECTION 7. MANNER OF ACTING. 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, unless the act of a
greater number is required by statute, these Bylaws, or the
Articles of Incorporation.
SECTION 8. VACANCIES. Any vacancy occurring in the
board of directors and any directorship to be filled by reason of
an increase in the number of directors, may be filled by election
at an annual meeting or at a special meeting of shareholders called
for that purpose.
SECTION 9. ACTION WITHOUT A MEETING. Unless specifically
prohibited by the Articles of Incorporation or Bylaws, any action
required to be taken at a meeting of the board of directors may be
taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all the directors entitled to
vote with respect to the subject matter thereof. Any such consent
signed by all the directors shall have the same effect as a
unanimous vote, and may be stated as such in any document filed
with the Secretary of State or with anyone else.
SECTION 10. COMPENSATION. The board of directors, by the
affirmative vote of a majority of directors then in office, and
irrespective of any personal interest of any of its members, shall
have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers,
or otherwise. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each
meeting of the board. No such payment previously mentioned in this
section shall preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.
SECTION 11. PRESUMPTION OF ASSENT. A director of the
corporation who is present at a meeting of the board of directors
BYLAWS -6
r :
at which action on any corporate matter is taken shall be
conclusively presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall
be a president, treasurer and secretary, and such other officers as
may be elected from time to time by the board of directors. Any
two or more offices may be held by the same person, except the
offices of president and secretary.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of
the corporation shall be elected annually by the board of directors
at the first meeting of the board of directors held after each
annual meeting of shareholders. If the election of officers shall
not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Vacancies may be filled or new
offices created and filled at any meeting of the board of
directors. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the
manner hereinafter provided. Election of an officer shall not of
itself create contract rights.
SECTION 3. REMOVAL. Any officer elected or appointed by
the board of directors whenever in its judgment the best interests
of the corporation would be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4. PRESIDENT. The president of the corporation
shall preside over all board of directors and stockholders
meetings, shall have the general supervisory authority over the
management and operations of the business of the corporation, and
shall see that all orders and resolutions of the board are carried
into effect. He shall execute all authorized conveyances,
contracts or other obligations in the name of the corporation
except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent
of the corporation.
SECTIONS. THE TREASURER. The treasurer shall be the
principal accounting and financial officer of the corporation . He
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shall: (a) have charge of and be responsible for the
maintenance of adequate books of account for the corporation; (b)
have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and
disbursement thereof; and (c) perform all the duties incident to
the office of treasurer and such other duties as from time to time
may be assigned to him by the president or by the board of
directors. If required by the board of directors, the treasurer
shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the board of directors may
determine.
SECTION 6. THE SECRETARY. The secretary shall:
(a) record the minutes of the shareholders' and of the board
of directors' meetings in one or more books provided for that
purpose;
(b) see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of
the corporation;
(d) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such
shareholder;
( e) sign with the president, or a vice president, or any
other officer thereunto authorized by the board of directors,
certificates for shares of the corporation, the issue of which
shall have been authorized by the board of directors, and any
contract, deeds, mortgages, bonds, or other instruments which the
board of directors has authorized to be executed, according to the
requirements of the form of the instrument, except when a different
mode of execution is expressly prescribed by the board of directors
or these Bylaws;
(f) have general charge of the stock transfer books of the
corporation;
(g) perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him
by the president or by the board of directors.
SECTION 7. SALARIES. The salaries of the officers
shall be fixed from time to time by the board of directors and no
officer shall be prevented from receiving such salary by reason of
the fact that he is also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors may
authorize any officer or officers, 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
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or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on
behalf of the corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the board
of directors. Such authority may be general or confined to
specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or
other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, 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 4. 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
depositories as the board of directors may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates
representing shares of the corporation shall be signed by the
president or a vice president or by such officer as shall be
designated by resolution of the board of directors and by the
secretary or an assistant secretary, and shall be sealed with the
seal or a facsimile of the seal of the corporation. If both of the
signatures of the officers be by facsimile, the certificate shall
be manually signed by or on behalf of a duly authorized transfer
agent or clerk. Each certificate representing shares shall be
consecutively numbered or otherwise identified, and shall also
state the name of the person to whom issued, the number and class
of shares (with designation of series, if any), the date of issue,
that the corporation is organized under Idaho law, and the par
value or a statement that the shares are without par value. If the
corporation is authorized and does issue shares of more than one
class or of series within a class, the certificate shall also
contain such information or statement as maybe required by law.
The name and address of each shareholder, the number and class
of shares held and the date on which the certificates for the
shares were issued shall be entered on the books of the
corporation. The person in whose name shares stand on the books of
the corporation shall be deemed the owner thereof for all purposes
as regards the corporation.
SECTION 2. LOST CERTIFICATES. If a certificate
representing shares has allegedly been lost or destroyed, the board
of directors may, in its discretion, except as may be required by
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. .,..,
law, direct that a new certificate be issued upon such
indemnification and other reasonable requirements as it may impose.
SECTION 3. TRANSFERS OF SHARES. Transfers of shares of
the corporation shall be recorded on the books of the corporation
and, except in the case of a lost or destroyed certificate, on
surrender for cancellation of the certificate for such shares. A
certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate
assurances that the endorsement is effective.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
ARTICLE VIII
DIVIDENDS
The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
Articles of Incorporation.
ARTICLE IX
The corporate seal shall have inscribed. thereon the name of
the corporation and the words "Corporate Seal, Idaho". The seal
may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced .
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the
provisions of these Bylaws or under the provisions of the Articles
of Incorporation or under the provisions of the Business
Corporation Act of the State of Idaho, 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 deemed equivalent
to the giving of such notice.
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:; ,'
ARTICLE XI
AMENDMENTS
The power to make, alter, amend, or repeal the Bylaws of the
Corporation shall be vested in the board of directors, unless
reserved to the shareholders by the Articles of Incorporation. The
Bylaws may contain any provisions for the regulation and management
of the affairs of the corporation not inconsistent with law of the
Articles of Incorporation .
CERTIFICATE OF ADOPTION OF BYLAWS
Adoption of First President
The undersigned persons appointed by the initial board of
directors to act as the First President and Secretary of the above­
named corporation hereby adopt the same as the Bylaws of said
corporation. ,,// 7
3/ ?--, . .,,,.,---I
Dated this -day of /_,. fa , 1994 . +---,-~/-_.,, --/ /
Certificate by Secretary
I DO HEREBY CERTIFY AS FOLLOWS :
Th at I am the duly elected, qualified and acting secretary of
the above-named Corporation; that the foregoing Bylaws were adopted
as the Bylaws of said Corporation on the date set forth above by
the initial board of directors ; and that the Articles of
Incorporation of this Corporation do not expressly permit its
shareholders to adopt, amend, alter, revoke or repeal the Bylaws of
this Corporation.
I N WITNESS WHEREOF, I have hereunto set my hand and affixed my
seal t h is / 5../--A day of _'l;;;:,.../c ..... 'd ...... i....,f,.__--, 1994.
iJJJJP
Richard A. Villelli
\lSll0\00007\PlOl
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