20210114Hemstreet Exhibit 4.pdf

ldaho Public Utilities Commission
Office of the Secretary
RECEIVED
JAN I \ 2021
Boise,ldaho
Exhibit 4
; 3B79Bh8
Rocky Mounlain Power
Exhibit No. 4 Page 1 of 18
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
ARTICLES OF INCORPORATION
OF
IIAMATH RIYER REMWAL CORPORATION
ARTICLE I
NAME
en-ro0fil\.-
$ecfetary of State;a;;?tlHffirt
l4uPnZg 20lB
The name of the colporation (hereinafter referred to as the "Corporation') shall be
KI*AMATH RIVER RENEWAL CORPORATION.
ARfiCLE U
PURPOSES
Section l. The Corporation is a nonprofit public benefit corporation and is not
organized for the private gain of ary person- It is organized under tho Nonprofit Public Bonefit
Corporation Law for public and charitable puqposes. The Corporation is forrred and shall be
operated exclusively for charitable purposes within the meaning of Section 501(cX3) of the
Interual Revenue Code of 1986, as amende{ to lessen the burdens of government by facilitating
-----tUeimplernentation--sflthe*Klarr.rath-Hy.droelectic-Settlement Agreement,*datpd-"Eelnury- 18,--
2010, between and among the United States Departme,lrt of the Interior, ttre United States
Deparfinent of Commerceos National Marine Fisheries Service, PacifiCorp, tle Califomia
Departnent of Fish and Wildlife, the California Natural Resources Agency, the Oregon
Department of Environmental Quality, the Oregon Departne,nt of Fish and Wildlife, the Oregon
Water Resourcrs Department, and various other parties, as it rnay be amended from time to time
("KHSA"), and the implementation of any related agreements among the same or similar parties
with respect to the Klamath Basr& all in a manner detemrined by the Corporation's Board of
Directors.
Section.2. In furtherance of the purposes set forth in Section. I above and as
neccssary or desirable in order to accomplish such purposes, the .Corporation shall have the
powerto:
(a) acquire or transfer, by deed, lease or othennise, ownership or possession of real
and personal property, improvements and facilities;
(b) maintain, operate, modif, remove and restore real and personal property,
improvements and facilities; ,
(c) seelg obtain and administer funding (including gifts,'grants, borrowings or other
sources);
(d) seek, obtain, hold, transfer, or surrender such governmental and other approvals,
permits and licenses;
(e) engage the services of zuch consultants, advisors, attorneys and other persons; and
2597398.9039219 CTR
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Case No. PAC-E-21-01
(0 in general, pe,ro,* any and all acts and things and exerci#Hf Jrt"tHt'pl"#il:"'
that may now or hereafter be lawful for the Corporation to do or osercise under and pursuant to
the laws of the State for the purpose of accomplishing any of the foregoing purposes and
functions of the Corporation and any other purpose or fiuction ancillary to, or supportive of, the
foregoing purposes and functions.
ARTICTE III
SPBCIAL PROVISIONS AI.ID LIMITATIONS
Seotion 1. The Corporation shall exist until the date that is one year after it has
completed its purposes and firnctions in connestion with the KHSA, as determined by a majority
of the Corporation's Board of Directors, at which time it shall be dissolved in accordance with
Article IV of these Articles of lncorporation and applicable 1aw. The Corporation shall not be
liquidated, dissolved, or merged or combined with any other busiuess entity prior to the
foregoing date without the affirmative vote of a majority of the members of the Board of
Directors of the Corporation.
Section 2. The Corporation shall not engage in any activities not perrnitted to be
carried on by an organization exempt from federal income ta:( pursuant to Section 501(c)(3) of
Internal Revenuo Code of 1986 ('Code'), as amended, and the regulations promulgated
Section 3. No substantial part of the activities of the Corporation shall be the carrying
on of propaganda, or othenrise attempting to influenee legislation and the Corporation shall not
participate in or intervene in (inoluding the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for public ofFrce; provided that the
Corporation shall have the power to make an election under Code Section 501(h). Likewise; no
substantial part of the activities of the Corporation shall be the provision of "commercial tpe
insurance" within the meaning of Section 501(m) of the Code. Furtherrnore, the Corporation
shall not engage in any activities that are'unlawful under applicable federal, state or local laws;
and
Section 4. The property of the Corporation is irrevocably dedicated to charitable
purposes. No part of the irrcome or eamings of the Corporation shall inure to the benefit or profit
of, nor shall any dishibution of its properly or assets be madc to, ary director or officer of the
Corporation, or private persoq corporate or individual, or to any other private interest; provided,
however, that the Corporation shall be authorized and empowered to pay reasonable
compensation for services actr:ally rendered to it and reimbursement of expenses, and to make
reasonable payments and distributions in furtherance of the purposes ofthe Corporation.
ARTICLE IV
ASSET DISTRIBUfiON ON DISSOLUTION
Upon tbe dissolution of the Corporation or the winding up of its affairs, the Board of
Directors shall, after paying or making provision for the payment of all of the liabilities of the
Corporation, and after compliance with Chapters 15, 16 and 17 of the California Nonprofit
Public Benefit Corporation law, distribute all of the remaining assets and property of the
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Rocky Mountain Power
ExhibitNo. 4 Page 3 of 18
Case No. PAC-E-21-01
corporation for charitabte or public purposes among such entities as &e n,lXr'li'fulllili#.Jifriti:"'
discretion, all to the exknt permitted under Section 501(cX3) of the Internal Revenue Code, or
the conesponding section of any futrrte federal ta:r code, and other applicable law.
ARTICLE V
DIRECTORS
Section 1. The number of Directors shall be as determined from time to time
pursuantto the Bylaws of the Corporation.
Section 2. The Directors of the Corporation shall have no liability for dues or
asssssments. There shall be no members of the Corporation.
ARTICLE VI
MISCELLA}IEOUS
Section 1.
process is:
The name and address of the Corporation's initial agent for service of
Nafional Corporate Research Ltd.
Section2. The initial address of the Corporation shall be:
28 Liberty Street, 42nd Floor
NewYork,NewYork 10005
Attr: Eric Petersen
IN WITNESS \IIHEREOF, for the purposes of forming the corporation trnder the laws of
the State of California, the undersigaed has executed these Articles of Incorporation this 29th
day of February,2016.&;z-
Lloyd S. Lowy
Incorporator
J
2J97398.t0392t9 CTR
Rocky Mountain Power
Exhibit No. 4 Page 4 of 18
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
As amended through September 26,2019
Effective August 1,2016
BYLAWS
OF
KLAMATII RIYER RENEWAL CORPORATION
ARTICLE I
NAME, PURPOSE AND PRINCIPAL OFFICE
Section 1.1. Name. The name of the Corporation shall be: KLAMATH RIVER
RENEWAL CORPORATION (the "Corporation").
Section 1.2. Purposes. The charitable purposes of the Corporation shall be as set forth
in its Articles of lncorporation, related to the implementation of the Klamath Hydroelectric
Settlement Agreement, as amended (hereafter, "KHSA").
Section 1.3. Principal Office. The principal office of the Corporation for the transaction
of business may be established at any place or places within or without the State of Califomia.
The principal office may be changed from time to time by the Board of Directors (the "Board").
ARTICLE II
MEMBERSHIP
Section2.l. Members. The Corporation shall have no members. Any action which
would otherwise require the approval of members shall require only the approval of the Board.
All rights which would otherwise vest in the members shall vest in the Board.
ARTICLE III
BOARD OF DIRECTORS
Section 3 . I . Management by Board. The affairs of the Corporation shall be managed by
its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts
and things necessary or appropriate to carry out the purposes ofthe Corporation, subject to any
limitations set forth in the Articles of Incorporation, these Bylaws or relevant provisions of the
California Nonprofit Public Benefit Corporation Law. The Board may delegate the management
of the activities of the Corporation to any person or persons, a management company, or
committees, however composed, provided that the activities and affairs of the Corporation shall
be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
Rocky Mountain Power
Exhibit No. 4 Page 5 of 18
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
Section 3.2. Number of Directors.
(a) The Board shall have at least one and no more than two directors until July
15, 2016. One initial director shall be appointed by the Governor of Oregon, or the Oregon
Govemor's designee, and one director shall be appointed by the Govemor of California, or the
California Governor's designee. The period of time priorto July 15,2016 is referredto as the
"Initial Directors Period."
(b) After the Initial Directors Period, the Board shall have at least two and no
more than 15 directors comprised of the following: the two initial directors; four additional
directors appointed by the Govemor of California or the California Govemor's designee; three
additional directors appointed by the Governor of Oregon or the Oregon Governor's designee, one
director appointed by the Karuk Tribe; one director appointed by the Yurok Tribe; one director
appointed by the Klamath Tribes; two directors appointed by the entities listed in part A of Exhibit
l;andonedirectorappointedbytheentitieslistedinPartBofExhibitl;@,onlyparties
to the KHSA may participate in the foregoing appointment authority. An appointing authority
may also appoint up to two alternate directors, each of whom shall have the same rights as the
director, except that an altemate director (i) may be counted for the purpose of quorum, and may
vote, in a meeting of the Board or of a committee on which the director serves as a member, only
in the absence of the director; and (ii) may not serve as a member, or vote in the meetings, of the
Executive Committee. Under item (i), only one alternate may vote at a meeting attended by both
alternates, such altemate to be confirmed by the chair at the start of the meeting. Appointing
authorities shall make their appointments by providing written notice of the appointment and its
effective date, in advance, to the Board. In the case of the appointments by the entities in Exhibit
l, the respective notices of appointment shall be executed on behalf of a majority of the entities
appearing in part A of Exhibit l, and on behalf of both of the entities appearing in Part B of Exhibit
2.
Section 3.3. Selection and Term of Office. Unless earlier removed as provided
hereunder, each director shall hold office for six years and shall serve until a successor has been
appointed, except as provided in Sections 3.4 and 3.5. Upon the expiration of the term of any
director, that director's successor shall be appointed in the same manner as that director whose
term expired. There shall be no limits on the number of consecutive full or partial terms a director
may serve on the Board. The Board may provide for staggered terms by resolution.
Section3.4. Vacancies.
(a) Subject to the provisions of Section 5226 of the Califomia Nonprofit
Corporation Law, any director may resign by giving written notice to the Secretary and to the
entity that appointed the director, which resignation shall be effective upon the Secretary's receipt
thereof, unless the notice specifies alater time for the effectiveness of such resignation. Promptly
after receiving any notice of resignation by a director, the Secretary shall notify the Board and the
appointing authority that appointed the resigning director. If the resignation is effective at a future
time, a successor may be selected before such time, to take office when the resignation becomes
effective. If the Secretary is the resigning director then the notice of resignation notice shall go to
the President, who shall provide the foregoing notices to the Board and the appointing authority.
Rocky Mountain Power
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VMtness: Timothy J. Hemstreet(b) Each vacancy in the Board shall be filled in the same manner as the director
whose office is vacant was selected. Each director so selected shall hold office until the expiration
ofthe term ofthe replaced director and until a successor has been selected and qualified, except
for directors removed pursuant to Section 3.5 of this Article III, whose terms shall expire upon
removal.
(c) A vacancy or vacancies in the Board shall be deemed to exist in case of the
death, resignation, or removal of any director, or if the authorized number of directors is increased.
Section 3.5. Removal.
(a) The Board may by resolution declare vacant the office of a director who has
been declared of unsound mind by an order of court, or convicted of a felony, or found by final
order or judgment of any court to have breached a duty arising under Article 3 of Chapter 2 of Part
2 of the Califomia Nonprofit Corporation Law.
(b) A director may be removed for cause by a majority vote of the directors
then in office. Such cause shall be at the sole discretion of the Board.
(c) A director may be removed at any time by the appointing authority for that
director, in its sole discretion, by notice to the Secretary that meets the requirements for an
appointment notice under Section 3.2(b).
Section 3.6. Place of Meetings. Meetings of the Board may be held at any place within
or outside the State of Califomia that has been designated from time to time by resolution of the
Board. In the absence of such designation, regular meetings shall be held at the principal office of
the Corporation.
Section 3.7. Annual Meetings. The Board shall hold an annual meeting for the purpose
of organization, selection of officers and the transaction of other business.
Section 3.8. Other Reeular Meetines. Other regular meetings of the Board shall be held
on such dates and at such times as may be fixed by the Board.
Section 3.9. Special Meetings. Special meetings of the Board for any purpose or
purposes may be called at any time by the President of the Board or at the request of not less than
by 25% of the directors then in office. The Board shall adopt policies relating to holding
informational meetings that are open to the public at least once each year.
Section 3.10. Notice.
(a) Notice ofthe time, place and agenda for a regular meeting of the Board shall
be provided to each member of the Board at least seven (7) calendar days before the date of such
meeting by telephone, including a voice messaging system or other system of technology designed
to record and communicate messages, facsimile, U.S. mail, hand-delivery, electronic mail, or other
electronic means. Notice of the time, place and agenda for a special meeting of the Board shall be
provided to each member of the Board with at least four (4) days' notice by first-class mail or 48
hours'notice given personally or by telephone, including a voice messaging system or other system
Rocky Mountain Power
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Witness: Timothy J. Hemstreet
of technology designed to record and communicate messages, facsimile, electronic mail, or other
electronic means. Any such notice shall be addressed or delivered to each director at such
director's address as it is shown upon the records of the Corporation by the director for purposes
of notice or, if such address is not shown on such records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held.
(b) Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mails, postage prepaid. Any other written notice shall be
deemed to have been given at the time it is personally delivered to the recipient or is delivered to
a common carrier for transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone or wireless, to the recipient or to a person at the office
of the recipient who the person giving the notice has reason to believe will promptly communicate
it to the receiver. The notice shall signify the time and place of the special meeting and the business
to be transacted.
Section 3.11. Ouorum. Presence of a majority of the number of directors then in office at
a meeting of the Board constitutes a quorum for the transaction of business, except as otherwise
provided in these Bylaws. During the Initial Directors Period the presence of the first director
appointed shall constitute a quorum.
Section 3.12. Conduct of Meeting. The President or, in the President's absence, the Vice
President, shall preside. If neither the President nor a Vice President is present at a meeting then
such meeting shall be chaired by a director selected by a majority of the directors present.
Section 3.13. Participation in Meetings by Conference Telephone. Members ofthe Board
may participate in a meeting through use of conference telephone or similar communications
equipment, so long as all members participating in such meeting can hear one another. Any
director so participating shall be deemed to be present in person at such meeting.
Section 3.14. Waiver of Notice. Notice of a meeting need not be given to any director
who signs a waiver of notice or a written consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who affends the meeting, without
protesting, prior thereto or at its commencement, the lack of notice to such director. All such
waivers, consents, and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 3.15. Adjournment. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place. If the meeting is
adjoumed for 24 hours or less, notice of the time and place of holding an adjourned meeting need
not be given to absent directors if the time and place is fixed at the meeting adjourned. If the
meeting is adjourned for more than24 hours, notice of any adjournment to another time or place
shall be given prior to the time of the adjourned meeting to the directors who were not present at
the time of the adjournment.
Section 3.16. Action Without Meeting. Any action required or permitted to be taken by
the Board may be taken without a meeting if all members ofthe Board, individually or collectively,
Rocky Mountain Power
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Wtness: Timothy J. Hemstreet
consent in writing to that action. Such action by written consent shall have the same force and
effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board.
Section 3.17. Riehts of Inspection. Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the Corporation of which such person is a director.
Section3.18. Fees and Compensation. Directors shall not be compensated for their
services but may receive reimbursement for expenses reasonably incurred in performance of duties
as may be fixed or determined by the Board.
ARTICLE IV
COMMITTEES
Section 4.1. Executive Committee.
(a) The Board may designate an Executive Committee. The Executive
Committee shall be charged with the general supervision of the Corporation's activities, policies,
financial resources and investments. The Executive Committee shall have and exercise all of the
powers of the Board during the interim between meetings of the Board except to amend the Articles
of Incorporation or Bylaws or to convey real property of the Corporation.
(b) The Executive Committee shall be comprised of the officers designated
pursuant to Section 5.1 and at least one director who is not an officer. Non-officer members of the
Executive Committee shall be appointed by the Board.
(c) The Executive Committee shall meet at least monthly. The regular
meetings of the Executive Committee shall be scheduled by the President. In special cases or
emergencies the President may convene a meeting of the Executive Committee upon such notice
as is reasonably available and necessary to advise the members of the Executive Committee.
(d) The Minutes of the Executive Commiffee shall be provided to the Board
prior to the next Board meeting.
Section 4.2. Audit Committee. The Board shall appoint an audit commiffee who shall act
pursuant to procedures adopted by the Board from time to time.
Section 4.3. Advisory Council. The Board may, in its sole discretion, appoint an
Advisory Council to advise the Board in such of its activities as the Board may from time to time
determine. The Advisory Council shall consist of such persons, and such number of persons, as
the Board shall appoint from time to time in its sole discretion to provide advice and reflect the
views of communities, groups and other interests that may be affected by or interested in the
activities of the Corporation, provided that if the Board elects to establish an Advisory Council it
shall invite each ofthe U.S. Department of Interior, the U.S. Department of Commerce, the Oregon
Department of Fish and Wildlife, the Califomia Department of Fish and Wildlife, the Oregon
Governor's Natural Resources Office, and the California Natural Resources Agency (collectively
Rocky Mountain Power
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Wtness: Timothy J. Hemstreet
the "permanent Advisory Council members") to designate a representative to serve on the
Advisory Council. The Board shall have the right, with or without cause and at any time, to add a
member to or remove a member from the Advisory Council, except that the Board shall not remove
a representative of a permanent Advisory Council member without cause. The Advisory Council
shall meet at such time(s) as are determined by the Board. The Board shall call a meeting of the
Advisory Council if (i) one-third or more of the Advisory Council's members make a request to
the President for such a meeting, or (ii) the representative of any permanent Advisory Council
member makes such a request. The Board shall send a representative to meetings of the Advisory
Council, or may, in its discretion, meet directly with the Advisory Council. The Advisory Council
shall make recommendations to the Board on matters referred to the Advisory Council by the
Board, and may make recommendations on matters that the Advisory Council determines are
relevant to the Corporation's activities. Individual members of the Advisory Council may decline
to participate in particular recommendations of the Advisory Council. The designated
representatives of the permanent Advisory Council members shall be given notice of each meeting
of the Board in accordance with Section 3.10 hereunder, and shall be invited to attend each such
meeting unless it is to be held in executive session.
Section 4.4. Other Committees. Other standing or temporary committees may be
established from time to time by the Board. These committees' membership may consist of directors
only, both directors and non-directors, or non-directors only (each, a "Board Committee"). Except for
the Executive Committee, Board Committees have no legal authority to act for the Corporation except
and to the extent that the Board authorizes a Board Committee or member thereof to take a specific
action on behalf of the Board. Board Committees shall report their findings and recommendations to
the Executive Committee and the Board.
Section 4.5. Acts of a Board Committee. Each Board Committee shall act pursuant to
procedures adopted by the Board; provided, however, that when the Board has by resolution authorized
a Board Committee to take a specific action on behalf of the Board, such Board Committee shall follow
the same decision-making procedures adopted by the Board for acts of the full Board or any other
decision-making procedures adopted by the Board for such committee.
Section 4.6. Fees and Compensation. Members of Board Committees may receive
reasonable compensation of up to an amount to be determined by the Board. Reimbursement for
expenses incurred in performance of duties may be fixed or determined by the Board.
ARTICLE V
0FFICERS, EMPLOYEES AI\D AGENTS OF THE CORPORATION
Section5.l. Officers. The officers of the Corporation shall be a President, a Vice
President, a Secretary, and a Treasurer, each of whom shall be a director. Any number of such
offices may be held by the same person, except as provided in the Articles or in these Bylaws and
except that, other than during the Initial Directors Period, neither the Secretary nor the Treasurer
may serve concurrently as the President of the Board.
Section 5.2. Election. The officers of the Corporation shall be elected annually by a
majority of the directors then in office, and each shall serve at the pleasure of the Board.
Rocky Mountain Power*''31$"-l
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Witness: Timothy J. Hemstreel
Section 5.3. Subordinate Officers. The Board may appoint, by a majority vote of the
directors then in office, such additional officers, who need not be directors, as the business of the
Corporation may require, each of whom shall have the title, hold office for the period, have the
authority, and perform the duties specified in the Bylaws or determined from time to time by the
Board.
Section 5.4. Removal and Resisnation.
(a) Any officer may be removed from such office, with or without cause, at any
time, by a majority vote of the directors then in office. The officer in question, if a director, shall
not be included when determining the quantity of votes required for a majority vote.
(b) Any officer may resign at any time by giving written notice to the Board.
Any resignation shall take effect atthe date of the receipt ofthat notice or at any latertime specified
in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective.
Section 5.5. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws
for regular election or appointment to that office, provided that such vacancies shall be filled as
they occur and not on an annual basis.
Section5.6. EmployeesandOtherAgents. The Board may from time to time appoint
such employees and other agents as it shall deem necessary, each of whom shall hold office at the
pleasure of the Board, and shall have such authority and perform such duties and receive such
compensation, if any, as the Board may from time to time determine. To the fullest extent allowed
by law, the Board may delegate to any employee or agent any powers possessed by the Board and
may prescribe their respective title, terms of office, authorities and duties.
Section 5.7. President. Subject to the control of the Board, the President shall supervise
the Corporation's activities, affairs, and officers. Subject to Section 3.12, the President shall
preside at all Board meetings. The President shall have such other powers and duties as the Board
or the Bylaws may prescribe.
Section 5.8. Vice President. In the absence or disability of the President, the Vice
President shall perform all 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 have such
other powers and perform such other duties as from time to time may be prescribed for the Vice
President by the Board or by the Bylaws.
Section 5.9. Secretary. The Secretary shall attend to the following:
(a) Book of minutes. The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board may direct, a book of minutes of all
meetings and actions of directors and Board Committees, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice given, the names of those
present at such meetings and the proceedings of such meetings.
Rocky Mountain Power*'BlI".'3
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\Mtness: Timothy J. Hemstreet(b) Notices. seal and other duties. The Secretary shall give, or cause to be
given, notice of all meetings of the Board required by the Bylaws to be given. The Secretary shall
keep the seal of the Corporation in safe custody. The Secretary shall have such other powers and
perform such other duties as may be prescribed by the Board or the Bylaws.
Section 5.10. Treasurer. The Treasurer shall attend to the following:
(a) Books of account. The Treasurer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the properties and
business transactions of the Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and other matters customarily included in
financial statements. The books of account shall be open to inspection by any director at all
reasonable times.
(b) Deposit and disbursement of money and valuables. The Treasurer shall
deposit all money and other valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board; shall disburse the funds of the Corporation as may
be ordered by the Board; shall render to the directors, whenever they request it, an account of all
transactions as Treasurer and of the financial condition of the Corporation; and shall have such
other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
Section 5. I I . Comoensation. Officers shall not be compensated for their services but may
receive reimbursement for expenses incurred in the perfonnance of their duties as may be fixed or
determined by the Board.
ARTICLE VI
EXPENDITURES
Section 6.1. Corporation Expenditures. The Board shall adopt appropriate financial and
accounting procedures for its expenditures, including criteria for reimbursement of expenditures
by committee members or any director for the costs of outside experts, consultants or advisors
involved in implementing the KHSA or any other purpose of the Corporation, or for costs charged
by a governmental entity with authority over any applications to dispose of property pursuant to
Section 851 of the California Public Utilities Code ("Section 851") or the resulting transactions.
ARTTCLE VII
RECORDS AIYD REPORTS
Section 7.1
(a)
(b)
(c)
Comorate Records. The Corporation shall keep:
Adequate and correct books and records ofaccounts;
Written minutes of the proceedings of its Board and Board Committees; and
The original or a copy of the Articles and Bylaws, as amended, to date.
Rocky Mountain Power
Exhibit No. 4 Page 12 of 18
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
Section 7.2. Annual Report
(a) Financial statements shall be prepared as soon as reasonably practicable
after the close of the fiscal year. The financial statements shall contain in appropriate detail the
following:
(l) The assets and liabilities, including trust funds, of the Corporation
as ofthe end ofthe fiscal year;
(2) The principal changes in assets and liabilities, including trust funds,
during the fiscal year;
(3) The revenue or receipts of this Corporation, both unrestricted and
restricted to particular purposes, for the fiscal year;
(4) The expenses or disbursements of the Corporation, for both general
and restricted purposes during the fiscal year;
(5) Any transaction during the previous fiscal year to which the
Corporation or a subsidiary was a party and in which any directors or officers of the
Corporation or subsidiary had or has a direct or indirect material financial interest. The
report must disclose the names of the interested persons involved in such transaction,
stating such person's relationship to the Corporation, the nature of such person's interest in
the transaction and, where practicable, the amount of such interest; and
(6) The amount and circumstances of any indemnification or advances
paid during the fiscal year to any officer or director of the Corporation.
(b) Such financial statements shall be accompanied by any report thereon of
independent accountants, or, ifthere is no such report, the certificate ofan authorized officer of
the Corporation that such statements were prepared without audit from the books and records of
the Corporation.
(c) To the extent required by law, a report including the financial statements
prescribed above shall be furnished annually to all directors of the Corporation.
ARTICLE VIII
OTHER PROVISIONS
Section8.l. Endorsement of Documents: Contracts. Subject to the provisions of
applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other
instrument in writing and any assignment or endorsement thereof executed or entered into between
the Corporation and any other person, when signed by the President, the Treasurer, or such other
officer as is delegated such authority by the Board, shall be valid and binding on the Corporation
in the absence of actual knowledge on the part of the other person that the signing officers had no
authority to execute the same. Any such instruments may be signed by any other person or persons
and in such manner as from time to time shall be determined by the Board, and, unless so
authorized by the Board, no agent or employee shall have any power or authority to bind the
Rocky Mountain Power*''3X$"-l ?T3-l:;1i
Vvitness: Timothy J. Hemstreet
Corporation by any contract or engagement or to pledge its credit or to render it liable for any
purpose or amount. The Corporation is under no obligation to enter into contracts for goods and
services with any individual or other entity that may have created or sponsored it.
Section 8.2. Construction and Definitions. Unless the context otherwise requires, the
general provisions, rules of construction, and definitions contained in the General Provisions of
the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit
Corporation Law shall govem the construction of these Bylaws.
Section 8.3. Amendments. These Bylaws may be amended or repealed or new Bylaws
adopted by a majority vote of the directors then in office, provided that the Bylaws may not be
amended in such a way to cause the corporation to lose its status as a corporation which is exempt
from federal income taxation as an organization described in Section 501(c)(3) of the Code.
Section 8.4. Fiscal Year The fiscal year of the Corporation shall be determined by
resolution of the Board.
Section 8.5. Corporate Seal. The Corporation may have a seal which shall be specified
by resolution of the Board.
ARTICLE IX
DEDICATION OF ASSETS
The property of the Corporation is irrevocably dedicated to charitable and public purposes
and no part of the net earnings or assets of the Corporation shall inure to the benefit of (or be
distributable to) any director or officer of the Corporation or other private person, except that the
Corporation shall be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of its charitable and public
purposes. Upon any dissolution of the Corporation, the disposition of any assets that originated as
public funds shall, to the extent permitted under applicable law, including Section 501(c)(3) of the
Internal Revenue Code or any corresponding section of any fufure federal tax code, be governed
by the agreement which disbursed such funds to the Corporation.
ARTICLE X
LIABILITY: INDEMNIFICATION
Section 10.1. Directors. Agents. and appointins entitv. The Corporation is solely liable
for all its debts and obligations. The individual property of the directors, officers, employees, or
agents of the Corporation, and the entities that appointed the directors, shall not be held liable for
the debts or obligations of the Corporation.
Section 10.2. Indemnification of Directors and Officers. To the fullest extent permitted
by law, the Corporation shall in all cases indemnify any existing or former director or officer of
the Corporation who was or is a party (or is threatened to be made a party) to any threatened or
pending action, suit, or other proceeding by reason of the fact that he or she is or was a director or
officer ofthe Corporation, or by reason ofhis or her conduct in any such capacity, against expenses
(including, without limitation, costs of investigation and afforneys' fees, judgments, fines,
Rocky Mountain Power*'8X*"-i
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Wtness: Timothy J. Hemstreet
penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in
connection with such proceeding.
Section 10.3. Indemnification of Employees and Agents. The Corporation may
indemnify any other person who was or is a party (or is threatened to be made a party) to any
threatened or pending action, suit, or other proceeding by reason of the fact that he or she is or was
an employee or agent of the Corporation (or is or was serving at the request of the Corporation as
a director, officer, trustee, employee, partner, fiduciary, or agent of another entity), or by reason
ofhis or her conduct in any such capacity, against expenses actually and reasonably incurred by
him or her in connection with such proceeding. Such indemnification shall be subject to any
restrictions imposed by applicable law or by the Board in its discretion.
Section 10.4. Advance Pavment of Expenses. In its discretion the Board may, to the
extent permitted by applicable law and on such conditions as it deems appropriate, authorize the
Corporation to pay or reimburse costs of investigation, attorneys' fees, and other expenses incurred
by a person entitled to reimbursement under this Article, even in advance of the final disposition
of the proceeding in question.
Section 10.5. Nonexclusive Remedyl Benefit. The rights provided by this Article shall
not be deemed exclusive of any other right of indemnification or payment provided by contract,
the Articles, vote of directors, or otherwise. Any right of indemnity or payment arising under this
Article shall continue as to a person who has ceased to hold the office or position in which such
right arose; shall inure to the benefit of his or her heirs, executors, and administrators; and shall
survive any subsequent amendment of this Article.
Section 10.6. Insurance. The Corporation may, at the discretion of the Board, purchase
and maintain insurance on behalf of the persons described in Sections 10.2 and 10.3 against any
liability asserted against such person and incurred by such person in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have the power to indemnify
such person under the laws of the State of California.
ARTICLE XI
CONFLICTS OF INTEREST
Section 11.1. Fiduciary Obligation. In conducting the affairs of the Corporation, each
director shall owe a fiduciary obligation exclusively to the Corporation, and not to any other person
or entity, including the entity that appointed such director to the Board of the Corporation.
Section I 1.2. Statement of Potential Conflicts. Prior to taking his or her position on the
Board, and annually thereafter, each director shall submit in writing to the President of the Board
a list of all businesses and other organizations of which he or she is an officer, director, trustee,
member, owner (either as a sole proprietor or a partner), a shareholder (other than a de minimis
ownership interest), employee or agent with which the Corporation has, or might be expected to
have, a relationship or a transaction in which the director might have an interest conflicting with
the fiduciary obligation stated in Section 11.1. The statements shall be made available to all
directors.
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Wtness: Timothy J. Hemstreet
Section 11.3. Conduct of Meetings of the Board of Directors When a Conflict Exists. At
such time as any matter comes before the Board which involves or may involve a conflict of
interest, the affected director shall make known the potential conflict, whether disclosed by his or
her written statement or not. Such director shall answer any questions that might be asked of him
or her and shall disclose all material facts. At the request of the President, or the request of the
Vice-President if the director with a conflict is the President, such director shall withdraw from
the meeting for so long as the maffer shall continue under discussion. If by withdrawing there is
no longer a quorum, consideration of the matter shall be rescheduled until such time when there is
a quorum despite the withdrawn director.
Section 11.4. Effect of Conflict. A director may be interested, directly or indirectly, in
any contract, transaction or act relating to or incidental to the operations conducted by the
Corporation, and may freely make contracts, enter into transactions, or otherwise act for or on
behalf of the Corporation in such maffers; provided that (i) the direct or indirect interest of the
director in the proposed contract, transaction or act shall first be disclosed to and approved by the
Board, (ii) any director directly or indirectly interested in the contract, transaction or act shall
refrain from voting on the matter, and (iii) no contract, transaction or act shall be entered into or
taken on behalf of the Corporation if such contract, transaction or act would jeopardize the
Corporation's tax-exempt status under Section 501(c)(3) of the Code.
*****
Rocky Mountain Power
Exhibit No. 4 Page 16 of 18
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
A.
EXHIBIT 1
The following entities may appoint two directors as provided in Section 3.2(b) of the
Bylaws.
American Rivers
California Trout
Klamath Riverkeeper
Northern California Council, Federation of Fly Fishers
Salmon River Restoration Council
Sustainable Northwest
Trout Unlimited
The following entities may appoint one director as provided in Section 3.2(b) of the
Bylaws.
Institute for Fisheries Resources
Pacific Coast Federation of Fishermen's Associations
B
Rocky Mountain Power
Exhibit No. 4 Page 17 of 18
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
Joint Application for Approval of License Amendment and License Transfer
Attachment J
Klamath River Renewal Corporation Certificate
of Good Standing
State of California
Secretary of State
Rocky Mountain Power
Exhibit No. 4 Page 1 I of 18
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
CERTITICATE OF STATUS
EI{TITY NAME:
IG,AMAIIII RIVER RENEI{AL CORPORATION
FII,E NT]MBER:
FORMATION DATE:
IIYPE:
iIIIRISDIETION:
STATUS:
c3879848
02/29 /20L6DOMESTIC NONPROFIT CORPORATION
CJTIJIFORNIA
ACTTVE (GOOD STAIIDTNG)
T., ALEX PADILLA, Secretary of State of the State of California,
hereby certifyr
The records of this office indicate the entity isexercise aLI of its powers, rights and privileges
CaLifornia.
authorized toin the State of
No Lnformation is available from this office regarding the financialcondition, business activities or practices of the entity.
IN WITIiIESS T{IIEREOF, I execute this certificate
and affix the creat Seal of the State ofCalifornla thLs day of September 16, 20L6.
ALEX PADILLA
Secretary ofState
NP-25 {REv 0112015)AIr{I{