HomeMy WebLinkAboutJoint Mtg 1/20/05r
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COMMUNITIES IN MOTIO
Special Joint Meeting
Blueprint for Good Growth -Consortium Member Agency
Communities In Motion -Steering Committee
^ - --
Thursday, January 20, 2005 8:00 A.M. to 10:00 A.M.
COMPASS Office 800 South Industry Way, Meridian, ID 83642
AGENDA
BEGIN BLUEPRINT FOR GOOD GROWTH SEPARATE MEETING
1. Consent Agenda
• Assignment of Consultant Agreement from FLC to Paul, Hastings, Janofsky & Walker *
Dr. Freilich is joining this nationally recognized firm in Los Angeles. The existing terms of the
contract will remain and all personnel will continue their work on the Blueprint. Adoption of
this item will instruct the Project Manager to process the necessary items to assign the
contract.
• Financial status * (for information only - no action necessary)
A financial status report is attached. Contributions from entities are due by January 21.
2. Status of Consortium Non-Profit Entity Creation * Steve Price 8:10 A.M.
Steve will discuss the status of the creation of Blueprint for Good Growth, Inc. and provide
direction to the group regarding required actions. A copy of fhe Articles of incorporation, draft by-
laws, and two informative letters from Holland and Hart are attached. By-law review and approval
will be on the next Consortium agenda.
3. Proposed Interim Ordinances Discussion Heather Carroll
4. Upcoming Meeting Dates
Heather Carroll
BEGIN JOINT MEETING (8:30 AM) -Refer fo next page
* Attachments are included in the transmittal for this item. **All times are approximate.
8:20 A.M.
8:25 A.M.
Blueprint for Good Growth - c% Doherty & Associates - 575 E. Parkcenter Blvd, Suite 200 -Boise, ID 83706
Business (208) 336-0420 -Fax (208) 336-2407 -Email kdohertvCa~dohertvenp.com
www.blueprintforgoodgrowfh.com
L:\DohertyBAssoc\Blueprint for Good Grouvth Coordination\Consortium\012005_meet_memb\member_agency_agenda_012005.DOC
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u - - - REGICJNAL- i.ONG - RANGE TRAN-SPO R'i'A7'I ON RLAN 20.30
Comynunities in Motion Steering Committee &
Blueprint for Good Growth Consortium
Joint Meeting -January 20, 2005
7:30 A.M. - 8:00 A.M. -Blueprint for Good Growth Funding Committee
~~
8:00 A.M. - 8:30 A.M. -Blueprint for Good Growth Consortium Only
8:30 A.M -10:00 A.M. -Joint Steering Committee/Consortium Meeting
Community Planning Association 800 Industry Way, Suite 100 -Meridian, ID
AGENDA
I. INTRODUCTIONS 8:30 A.M.
II. PRELIMINARY SCENARIO ANALYSIS RESULTS 8:35 A.M.
Out of the November workshop maps, the consultants have created three distinct scenarios.
These, along with three other scenarios, have been tested against a number of performance
measures and several "lessons learned" have been developed. The consultants will present
these early findings and discuss how they will guide decision-making.
III. EVALUATION APPROACH MATRIX * 9:25 A.M.
The evaluation of scenarios will be based on information that will allow comparisons on key
factors between the scenarios. The consultants will discuss how these will be used to help
determine the preferred scenario.
IV. UPCOMING SCENARIO PLANNING WORKSHOPS * 9:45 A.M.
The scenario analyses presented at this meeting will be the subject of the second round of
public workshops on February 2 and 3, 2005. The consultants will present the process we
will use to engage participants in using the evaluations to refine land use and transportation.
Receive December 16, 2004 Meeting Summary
* Attachments
Should you need to call in to this meeting:
Dial the Toll Free Access number: 1 (800) 416-4956
At the prompt, enter the Participant Code: 79066946#
You will hear music until COMPASS activates the conference call just before 8:30 A.M.
Please note that this meeting will involve visual presentations of materials. If you let us know in
advance, we will try to get you copies of the visual presentation. Please call Debbie Winchar at 855-
2558 x 269 to RSVP or request the presentation materials. Thank you.
T:\FY05\600Projects\661 CIM\OS-SteeringCommittee\AgendasUan 20 Joint Meeting Agenda.doc
LAW CF~'CES
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FREILICH wr~ER. LEITNER 6 CARL SLE
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(8161 561-4414 RECEIVED ORS
FREILICH, L~:-~.k '. CARLISLE
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January 6, 2005
1)OHERTV ~, gGfi!~~~AT~
Karen Doherty. P.E.
Project Coordinator
Blueprint for Good Growth
c/o Doherty & Associates, Inc.
575 E. Parkcenter blvd., Suite 200
Boise, ID 83706
Re: Guide Plan, Phase I - 90885.008
Guide Plan, Phase II - 90885.010
Dear Karen:
'This letter is to notify the Consortium that Freilich Leitner & Carlisle will
dissolve as of January 31, 2005.
ATTORNEYS AT LAW
DAVID J. MYLEF =
E. MICHAEL HOFF~'AY
ADM~TTC= • _..
I will become special counsel in the Los Angeles office of the national law firm of
Paul, Hastings, Janofsky & Walker, helping them to develop their national land use
practice. My address and telephone number as of February 1, 2005 will be:
Robert H. Freilich
Paul, Hastings, Janofsky, & Walker LLP
515 South Flower Street
Twenty-fifth Floor
Los Angeles, CA 90071-2228
213-683-6000
I will continue to represent you after February 1, 2005 on the Guide Plan Phase I
and II at the existing contract terms, as will Planning Works. The Consortium should
adopt a simple resolution assigning the contract tome at Paul, Hastings. All personnel on
the contract will remain the same as before.
ff you have any questions, please do not hesitate to call.
FREILICH, LEITNER b CARLISLE
Best wishes for the New Year.
s~rEry --- ----_.
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~' R b reilich
RHF:bjs
cc: Michael J. Lauer, Planning Works
bcc: Steven B. Price, ACRD Counsel
12:56 PM Blueprint for Good Growth
01/14/05
Accrual Basis Summary Balance Sheet
As of January 14, 2005
Jan 14, 05
ASSETS
Current Assets
Checking/Savings 500.00
Accounts Receivable 333,321.90
Total Current Assets 333,821.90
TOTAL ASSETS 333,821.90
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable 71,859.27
Total Current Liabilities 71,859.27
Total Liabilities 71,859.27
Equity 261,962.63
TOTAL LIABILITIES & EQUITY 333,821.90
Page 1 of 1
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~ILE® EFFiE~'~'1V~ ARTICLES OF INCORPORATION T8AH0 5ECRETARY OF STATE
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OF f ~ 20.ee = 2e.ee NoAI EX~Inr a 3
;EGRE1~ OF DPH~ BLUEPR.Ir1'T FOR GOOD GROWTH, INC. C 1 ~501~-
S~CAT
The undersigned, acti~zg as incorporator of a corporation under the Idaho
Nonprofit Corporation Act, adopts tb.e following Articles of Incorporation for such corporation.
ARTICLE I.
The name of the corporation is Blueprint for Good Growth, Inc.
ARTICLE II.
The period of its duration shall be perpetual.
ARTICLE III.
The corporation is or€;anized and shall be operated exclusively for the following
purposes: (1) raising and receiving ,monetary contributions from individuals, businesses and
governmental units in and around Acla County, Idaho ; (2) studying and reviewing the current
transportation system of Ada County, Idaho and surrounding communities to assess the status
and efficiency of such system in the face of significant future growth and development; (2)
communicating with and receiving input from people, businesses, groups and governmental units
affected by the current transportation system of Ada County, Idaho and surrounding
communities, with particular emphasis on the land use and transportation planning that may be
needed to preserve the area's quality of life during significant growth and development; (3)
developing and proposing for consideration by Ada County and surrounding governmental units
a sensible land use and transportation plan for the area that will take into account significant
future growth and development and ensure the area's continued prosperity and quality of life.
The corporation is organized exclusively for charitable, scientific, literary or educational
purposes within the meaning of and pursuant to section S01(c)(3) of the Internal Revenue Code
of 1986 (or under the corresponding provision of any future United States Internal Revenue law},
including for such purposes, but not limited to, lessening the burdens of government. References
in these Articles of Incorporation to the "Code" shall be to the Internal Revenue Code of 1986, as
amended from time to time.
ARTICLE IV.
The corporation shall have all powers provided for nonprofit corporations under
the Idaho Nonprofit Corporation Act.
ARTICLE V.
A. No part of the income or net earnings of the corporation shall inure to the
benefit of, or be distributable to, any director or officer of the corporation or any other private
individual (except that reasonable compensation may be paid for services rendered to or for the
corporation affecting one or more of its purposes, and reimbursement may be made fox any
expenses incurred for the corporation by any officer, director, agent or employee, or any other
person or corporation, pursuant to and upon authorization of the Board of Directors); and
provided further that no director or officer of the corporation, or any other private individual shall
be entitled to share in any distribution of any of the corporate assets on dissolution of the
corporation or otherwise. No substantial part of the activities of the corporation shall consist of
carrying on propaganda or otherwise attempting to influence legislation, except as otherwise
provided in section 501(h) of the Code. The corporation shall not participate in or intervene in
ARTICLES OF INCORPORATION OF BLUEPRINT FOR GOOD GROWTH, INC.- 2
(including the publishing or distributing of statements) any political campaign on behalf of, or in
opposition to, any candidate for public office.
B. No part of the assets of the corporation shall inure to fihe benefit of or be
distributable to any organization whose income or net earnings or any part thereof inure to the
benefit of any private shareholder or other individual or any substantial part of the activities of
which consists of carrying on propaganda or otherwise attempting to influence legislation.
C. Upon dissolution of the corporation, all of its assets shall be paid over to
such state or local governmental units and political subdivisions, or organizations organized and
operated exclusively for charitable or educational purposes and recognized by the Internal
Revenue Service as exempt from federal income tax under Section 501(c)(3) of the Internal
Revenue Code, as the Boazd of Directors shall determine. Any assets not so disposed shall be
disposed of by a court of general jurisdiction in Ada County.
D. Notwithstanding any other provision hereof, this corporation shall not
conduct or carry on any activities not permitted to be conducted or carried on by an organization
which is tax-exempt under the provisions of section 501(c)(3) of the Code.
E. Notwithstanding any other provision of these Articles during any period
that the corporation is a "private foundation" within the meaning of section 509 of the Code, the
corporation shall be required to distribute its income for each taxable year of the corporation at
such time and in such manner as not to subject the corporation to tax under section 4942 of the
Code; and the corporation shall be prohibited front engaging in any act of self-dealing as defined
in section 4941(d) of the Code, from retaining any excess business holdings in violation of the
ARTICLES OF INCORPORATION OF BLUEPRINT FOR GOOD GROWTH, INC.- 3
provisions of section 4943(c) of the Code, from making any investments in such manner as to
subject the corporation to tax under section 4944 of the Code, and from making any taxable
expenditures as defined in section 4945(d) of the Code.
ARTICLE VI.
The corporatian shall have voting members. The corporation's initial voting
members shall be Ada County, the Ada County Highway District, the City of Boise, the City of
Eagle, the City of Garden City, the City of Meridian, the City of Kuna, the City of Star and the
Idaho Transportation Department. The corporation's bylaws shall set forth those circumstances
under which additional members may be admitted, and the manner of such admission.
ARTICLE VII.
Each of the corporation's members shall appoint one member of the corporation's
Board of Directors. The bylaws of the corporation shall set forth the timing and manner of such
appointment. The corporation's Board of Directors shall conduct the business of the corporation,
subject to the approval of the corporation's members.
ARTICLE VIII.
The number of directors constituting the initial Board of Directors of the
corporation is nine, and the names and addresses of the persons who are to serve as the initial
directors are:
3udy Peavey-Derr 200 W. Front Street
Boise, ID 83702
Jolun Franden 3775 Adams Street
Garden City, ID 83714
ARTICLES OF INCORPORATION OF BLUEPRINT FOR GOOD GROWTH, INC.- 4
David Bieter P,O. Box S00
Boise, ID 83702
Nancy Merrill 1246 S. Watermark Place
Eagle, ID 83616
John Evans 5699 N. Riffle Way
Garden City, ID 83714
Tammy DeWeerd 33 E. Idaho Ave.
Meridian, ID 83642
Dean Obray P.O. Box 13
Kuna,ID 83634
Nathan Mitchell P.O. Box 130
Star, ID 83669
David Ekern P.O. Box 8028
Boise, ID 83707
ARTICLE IX.
The address of the initial registered office of the corporation is 575 East
Parkcenter Boulevard, Suite 200, Boise, Idaho 83706 and the name of its initial registered agent
at such address is Karen Doherty.
ARTICLE X.
The address of the principal office of the corporation is 575 East Parkcenter
Boulevard, Suite 200, Boise, Idaho 83706.
ARTICLE XI.
The corporation's members shall appoint the members of the corporation's Board
of Directors. The bylaws of the corporation shall permit the voting members of the corporation
ARTICLES OF INCORPORATION OF BLUEPRINT FOR GOOD GROWTH, INC.- 5
to establish a range for the size of the Board of Directors by fixing a minimum and maximum
number of directors. Within such range, the number of directors may be fixed or changed from
time to time by the corporation's voting members. The corporation's Board of Directors shall
conduct the business of the corporation, subject to the approval of the corporation's members.
ARTICLE XII.
These Articles of Incorporation, the corporation's bylaws, and any other
provisions regarding the organization and management of the corporation may only be amended
by vote of more than two-thirds of the corporation's members.
ARTICLE XIII.
The taxable year of the corporation shall be selected by the corporation's
members.
ARTICLE XIV.
The name and address of the incorporator is: J. Frederick Mack, c/o Holland &
Hart, LLP, 101 South Capitol Boulevard, Suite 1400, Boise, Idaho 83702.
Dated: December 23, 2004
Frederick Mack, Incorporator
3315566 1.DOC
ARTICLES OF INCORPORATION OF BLUEPRINT FOR GOOD GROWTH, INC.- 6
BYLAWS
OF
BLUEPRINT FOR GOOD GROWTH, INC.
(An Idaho Nonprofit Corporation)
Effective as of January 5, 2004
BYLAWS
OF
BLUEPRINT FOR GOOD GROWTH, INC.
(an Idaho Nonprofit Corporation)
ARTICLE I.
Purposes of Corporation
The purposes of the corporation shall be to: (1) raise and receive monetary
contributions from individuals, businesses and governmental units in and around Ada
County, Idaho; (2) study and review the current transportation system of Ada County,
Idaho and surrounding communities to assess the status and efficiency of such system in
the face of significant future growth and development; (2) communicate with and
receiving input from people, businesses, groups and governmental units affected by the
current transportation system of Ada County, Idaho and surrounding communities, with
particular emphasis on the land use and transportation planning that may be needed to
preserve the area's quality of life during significant growth and development; (3)
develop and propose for consideration by Ada County and surrounding governmental
units a sensible land use and transportation plan for the area that will take into account
significant future growth and development and ensure the area's continued prosperity
and quality of life. The corporation is organized exclusively for charitable, scientific,
literary or educational purposes within the meaning of and pursuant to section 501(c)(3)
of the Internal Revenue Code of 1986 (or under the corresponding provision of any
future United States Internal Revenue law), including for such purposes, but not limited
to, lessening the burdens of government. References in these Articles of Incorporation
-1-
2
to the "Code" shall be to the Internal Revenue Code of 1986, as amended from time to
time.
ARTICLE II.
Offices
1. Business Offices. The principal office of the corporation shall be located at
575 East Parkcenter Boulevard, Suite 200, Boise, Idaho 83706. The corporation may
have such other offices, either within or without the State of Idaho, as the Board of
Directors may determine or as the affairs of the corporation may require from time to
time.
2. Registered Office . The corporation shall have and continuously maintain in
the State of Idaho a registered office, and a registered agent whose office is identical
with such registered office, as required by the Idaho Nonprofit Corporation Act. The
registered office may be, but need not be, identical with the principal office if the
principal office is in the State of Idaho. The address of the registered office may be
changed from time to time by the corporation as long as the proper filings are made
with the Secretary of State of Idaho.
ARTICLE III.
Members
1. Classes of and Rights of Members . The corporation shall have only one
class of members. Except as otherwise noted herein, all members will be voting
members and shall have the same rights and obligations. At all times, the corporation
shall have at least three voting members. The corporation's initial voting members
shall be Ada County, the Ada County Highway District, the City of Boise, the City of
Eagle, the City of Garden City, the City of Meridian, the City of Kuna, the City of Star
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3
and the Idaho Transportation Department. Each of the corporation's voting members
shall have the right to appoint one member of the corporation's Board of Directors.
Each of the corporation's voting members shall have the right to remove the member of
the corporation's Board of Directors that it previously appointed at any time, with or
without cause.
2. Admission of Additional Voting Members . The voting members of the
corporation shall have the sole power to admit additional voting members. Any
admission of an additional voting member will be conditioned upon the consent of the
prospective voting member.
3. Voting Rights . Each voting member shall be entitled to one vote on each
matter submitted to a vote of the voting members.
4. Termination of Membership. The voting members of the corporation, by
affirmative vote of more than two-thirds of all of voting members, may suspend or
expel any other voting member for cause. The voting member shall receive not less
than fifteen days prior written notice of the expulsion, suspension, or termination which
states the reasons therefor; and shall have an opportunity to be heard, orally or in
writing, not less than five days before the effective date of the expulsion, suspension or
termination, by a person or persons authorized to decide that the proposed expulsion,
termination or suspension not take place.
5. Resignation. Any voting member of the corporation may resign by filing
a written resignation with the Secretary.
6. Transfer of Membership. Membership in this corporation shall not be
transferable or assignable.
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4
ARTICLE IV.
Meetings of Voting Members
1. Annual and Regular Meetings . The members of the corporation shall hold
an annual meeting within the first three months of each calendar year. Regular
meetings of the corporation's voting members may be held at such times and dates as
may be fixed in accordance with a resolution of the voting members, for the purpose of
transacting any business as may come before the meeting.
2. Special Meetings. A special meeting of the voting members may be called
by one or more voting members of the corporation, stating the purpose or purposes for
which it is to be held.
3. Place of Meeting. The corporation's voting members may designate any
place, either within or without the State of Idaho, as the place of meeting for any
annual, special or regular meeting of the voting members. If no designation is made,
the place of meeting shall be the principal office of the corporation; but if all of the
voting members shall meet at any time and place, either within or without the State of
Idaho, and consent to the holding of a meeting, such meeting shall be valid without call
or notice, and at such meeting any corporate action may be taken.
4. Record Date . The record date by which the corporation may determine
which voting members are entitled to notice and to vote may be set by the Board of
Directors but may not be more than seventy days before the meeting or action requiring
a determination of voting members.
5. Notice of Meetings . Written notice stating the place, date and time of any
meeting of voting members shall be delivered, either personally or by mail, to each
voting member, not less than ten or more than sixty days before the date of such
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5
meeting, by or at the direction of the President or the Secretary on behalf of the
corporation. Notice of an annual or regular meeting shall include a description of any
matter or matters to be considered at such meeting if such matter or matters must be
approved by voting members or if the voting members' approval will be sought for the
following: conflict of interest transactions, indemnification of a Director, amendment
of articles of incorporation or bylaws by the voting members, merger, sale of property
other than in the regular course of business, or dissolution of the corporation. In case
of notice of a special meeting, the notice shall include the purpose or purposes for
which the meeting is called. When giving notice of an annual, regular, or special
meeting of voting members, the corporation, via its Secretary, shall give notice of a
matter a voting member intends to raise at the meeting if (i) the corporation is requested
in writing to do so by a person entitled to call a special meeting, and (ii) the request is
received by the Secretary or President at least ten days before the corporation gives
notice of the meeting. Written notice from the corporation to its voting members is
effective at the earliest of: (i) the date received; (ii) five days after its deposit in the
United States mail, as evidenced by the postmark, if mailed correctly addressed and
with first class postage affixed; or (iii) the date shown on the return receipt, if marked
by registered or certified mail, return receipt requested, and the receipt is signed by or
on behalf of the addressee.
6. Informal Action by Voting Members. Any action required by law to be
taken at a meeting of the voting members, or any action which may be taken at a
meeting of voting members, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the voting members entitled to
-5-
6
vote with respect to the subject matter thereof, provided, however, such consents must
be received by the corporation within sixty days after the date the earliest dated writing
describing and consenting to the action is received by the corporation, and such
consents must not have been revoked. All consents must be filed with the minutes of
the meetings of the voting members.
7. Quorum. The voting members holding two-thirds of the votes which may be
cast at any meeting shall constitute a quorum at such meeting. If a quorum is not
present at any meeting of the voting members, a majority of the voting members present
may adjourn the meeting from time to time without further notice.
8. Proxies. At any meeting of the voting members, a voting member entitled to
vote may vote by proxy executed in writing by the voting member or by his duly
authorized attorney-in-fact. No proxy shall be valid after eleven months from the date
of its execution, unless otherwise provided in the proxy, but in no event shall a proxy
be valid for more than three years from the date of execution.
9. Manner of Acting. A majority of the votes entitled to be cast on a matter to
be voted upon by the voting members present or represented by a proxy at a meeting at
which a quorum is present shall be necessary for the adoption thereof unless a greater
portion is required by law or by these bylaws.
10. Action by Written Ballot. A vote on any action that may be taken at an
annual, regular or special meeting of voting members may be taken without a meeting if
the corporation delivers a written ballot to every voting member entitled to vote on the
matter which sets forth each proposed action and provides an opportunity to vote for or
against each proposed action. All solicitations for votes by written ballot shall indicate
-6-
the number of responses needed to meet quorum requirements, state the percentage of
approvals necessary to approve each matter other than election of Directors, specify the
time by which the ballot must be received by the corporation in order to be counted, and
be accompanied by written information regarding the matter to be voted upon.
Approval by written ballot shall be valid when the number of votes cast by ballot equals
or exceeds the quorum required at a meeting authorizing the action and the number of
approvals equals or exceeds the number required to approve the matter at a meeting.
11.Election of Directors . Cumulative voting for Directors shall not be
permitted.
ARTICLE V.
Board of Directors
1. General Powers . The affairs of the corporation shall be managed by its
Board of Directors.
2. Number, Tenure and Qualifications . Each of the voting members of the
corporation shall have the power to appoint one member of the Board of Directors.
Each Director shall hold office for a term of three years and until his successor shall
have been: (a) elected at a regular meeting called for the purpose of electing directors;
and (b) qualified.
3. Removal. Each of the corporation's voting members shall have the right to
remove the member of the corporation's Board of Directors that it previously appointed
at any time, with or without cause. If voting member of the corporation is expelled or
resigns, then the expelled or resigning voting member shall upon such expulsion or
resignation remove the director that it previously appointed by giving written notice of
the removal to the director and either the presiding officer of the board or the
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8
corporation's president or secretary. A Director may be removed only if the number of
votes cast to remove the Director would be sufficient to elect the Director at a meeting
called for the purpose of electing Directors.
4. Regular Meetings . A regular annual meeting of the Board of Directors shall
be held without other notice than this bylaw, at a time and place specified by the Board
of Directors. The Board of Directors may provide by resolution the time and place,
either within or without the State of Idaho, for the holding of additional regular
meetings of the Board without other notice than such resolution.
5. Special Meetings. Special meetings of the Board of Directors may be called
by or at the request of the President or any two Directors. The person or persons
authorized to call special meetings of the Board may fix any place, either within or
without the State of Idaho, as the place for holding any special meeting of the Board
called by them.
6. Notice of Meetings . Notice of each meeting of Directors, whether regular or
special, shall be given to each Director. If such notice is given either (a) by personally
delivering written notice to a Director or (b) by personally telephoning such Director, it
shall be so given at least two (2) days prior to the meeting. If such notice is given
either (a) by depositing a written notice in the United States mail, postage prepaid, or
(b) by transmitting a cable or telegram, in all cases directed to such Director at his
residence or place of business, it shall be so given at least four (4) days prior to the
meeting. The notice of all meetings shall state the place, date and hour thereof, but
need not, unless otherwise required by statute, state the purpose or purposes thereof.
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7. Quorum. A majority of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting of the Board; but if less than a majority of
the Directors are present at said meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
8. Manner of Acting. The act of a 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 law or by these bylaws. .
9. Vacancies. Any vacancy occurring in the Board of Directors including any
vacancy resulting from resignation, removal, death, or an increase in the number of
Directors may be filled by the voting member entitled to appoint that particular Director
position. A Director appointed to fill a vacancy shall be elected for the unexpired term
of his predecessor in office.
10. Compensation. Directors may receive a stated salary for their services. By
resolution of the Board of Directors, a fixed sum and expenses of attendance, if any,
may be allowed for a director's attendance at each regular or special meeting of the
Board; but nothing herein contained shall be construed to preclude any Director from
serving the corporation in some other capacity and receiving compensation therefor.
11.Informal Action by Directors . Any action required by law to be taken at a
meeting of Directors, or any action which may be taken at a meeting of Directors, may
be taken without a meeting if each and every Director in writing votes for such action.
The action must be evidenced by one or more written consents describing the action
taken, signed by each Director, and included in the minutes filed with the corporate
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records. Action taken under this Article is effective when the last Director signs the
consent, unless another date is specified in the consent.
12. Meetings by Telephone . Members of the Board of Directors or any
committee designated thereby may hold or participate in a meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment provided that all such persons so participating in such
meeting can hear each other at the same time.
ARTICLE VI.
Officers
1. Officers . The officers of the corporation shall be a President, a Secretary, a
Treasurer, and any such other officers as may be elected in accordance with the
provisions of this Article. The Board of Directors may elect or appoint such other
officers, including one or more Vice Presidents, Assistant Secretaries and one or more
Assistant Treasurers, as it shall deem desirable, such officers to have the authority and
perform the duties prescribed, from time to time, by the Board of Directors. Any two or
more offices may be held by the same person. The officers must be natural persons who
are at least eighteen years of age.
2. Election and Term of Office . The officers of the corporation shall be
elected annually by the Board of Directors at the next regular meeting of the Board of
Directors following the annual meeting of the Board of Directors. If the election of
officers shall not be held at such meeting, such election shall be held as soon thereafter
as conveniently may be. New offices may be 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.
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3. Removal. Any officer elected or appointed by the Board of Directors may be
removed by the Board of Directors at any time with or without cause, but such removal
shall be without prejudice to the contract rights, if any, of the officer so removed.
4. 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.
5. President. The President shall be the principal executive officer of the
corporation and shall in general supervise and control all of the business and affairs of
the corporation. He shall preside at all meetings of the members and of the Board of
Directors. He may sign, with the Secretary or any other proper officer of the
corporation, contracts or other instruments which the Board of Directors has authorized
to be executed, except in the cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these bylaws or by statute to some
other officer or agent of the corporation; and in general he shall perform all duties
incident to the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.
6. Vice President. In the absence of the President or in event of his inability or
refusal to act, the Vice President (or in the event there be more than one Vice President,
the Vice Presidents in the order of their election), if any, 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. Any Vice President shall perform such other duties as
from time to time may be assigned to him by the President or by the Board of Directors.
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7. Treasurer. 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 shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and deposit all
such moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article X of these
bylaws; and in general 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.
8. Secretary. The Secretary shall keep the minutes of the meetings of the
voting members and of the Board of Directors in one or more books provided for that
purpose; see that all notices are duly given in accordance with the provisions of these
bylaws or as required by law; be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all documents, the
execution of which on behalf of the corporation under its seal is duly authorized in
accordance with the provisions of these bylaws; keep a register of the post-office
address of each voting member which shall be furnished to the Secretary by such voting
member and in general 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.
9. Assistant Treasurers and Assistant Secretaries. If required by the Board of
Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their
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duties in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties
as shall be assigned to them by the Treasurer or the Secretary or by the President or the
Board of Directors.
ARTICLE VII.
Committees
1. Committees of Directors . The Board of Directors may create one or more
committees of the board and appoint one or more Directors to serve on them, by vote of
a majority of all Directors in office, which committees shall have and exercise the
authority of the Board of Directors in the management of the corporation, except that no
such committee shall have the authority of the Board of Directors in reference to
authorizing distributions, approving or proposing to voting members action requiring
voting member approval, electing, appointing or removing any Director, amending
articles of incorporation, amending, altering or repealing the bylaws; approving a plan
of merger not requiring voting member approval, or approving a sale, lease exchange or
other distribution of all, or substantially all of the corporation's property, with or
without goodwill, otherwise than in the usual and regular course of business subject to
approval by voting members.
2. Other Committees. The corporation may have other committees similarly
appointed which shall not have the authority of the Board of Directors in the
management of the corporation.
3. Term of Office. Each member of a committee shall continue as such until
the next annual meeting of the Board of Directors and until his or her successor is
appointed, unless the committee shall be sooner terminated, or unless such member be
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removed from such committee, or unless such member shall cease to qualify as a
member thereof.
4. Chairman One member of each committee shall be appointed chairman by
the President of the corporation.
5. Vacancies. Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in the case of the original
appointments.
6. Quorum. Unless otherwise provided in the resolution of the Board of
Directors designating a committee, a majority of the whole committee shall constitute a
quorum and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
7. Rules. The same rules described herein regarding meetings, action without
meeting, notice, waiver of notice and quorum and voting requirements of the Board of
Directors similarly apply to the committees of the board and their members.
ARTICLE VIII.
Standards of Conduct for Officers and Directors
Each Director and officer with discretionary authority shall discharge his or her
duties in good faith, with the care an ordinarily prudent person in a like position would
exercise under similar circumstances, and in a manner the Director or officer reasonably
believes to be in the best interests of the corporation. In discharging his or her duties, a
Director or officer is entitled to rely on information, opinions, reports, or statements,
including financial statements and other financial data, if prepared or presented by:
(i) one or more officers or employees of the corporation whom the Director or officer
reasonably believes to be reliable and competent in the matters presented; (ii) legal
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counsel, a public accountant, or another person as to matters the Director or officer
reasonably believes are within such person's professional or expert competence; or
(iii) in the case of a Director, a committee of the Board of Directors of which the
Director is not a member if the Director reasonably believes the committee merits
confidence.
A Director or officer is not acting in good faith if he or she has knowledge
concerning the matter in question that makes reliance otherwise permitted by the above
unwarranted. A Director or officer is not liable as such to the corporation for any
action taken or omitted to be taken as a Director or officer, as the case may be, if, in
connection with such action or omission, the Director or officer performed the duties of
the position in compliance with this Article VI.
A Director shall not be deemed to be a trustee with respect to the corporation or
with respect to any property held or administered by the corporation, including without
limit, property that may be subject to restrictions imposed by the donor or transferee of
such property.
ARTICLE IX.
Conflicting Interest Transactions
1. Conflict of Interest Transaction. As used in this Article, "conflict of
interest transaction" means: a transaction with the corporation in which a Director has
a direct or indirect interest. For purposes of this Article, a Director of the corporation
has an indirect interest in a transaction if (a) an entity in which the Director has a
material interest or in which the Director is a general partner is a party to the
transaction, or (b) an entity of which a Director of the corporation is a director, officer
or trustee is a party to the transaction.
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2. Prohibition Against Loans to or Guarantees for Directors or Officers. No
loans shall be made by the corporation to its Directors or officers nor shall the
corporation guarantee the obligations of Directors or officers of the corporation.
3. Voidability of Conflict of Interest Transactions . No conflict of interest
transaction shall be voidable or the basis for imposing liability on a Director if the
transaction was fair at the time it was entered into or is approved as provided in
Section 4 of this Article.
4. Approval of Conflict of Interest Transactions . A transaction in which a
Director of the corporation has a conflict of interest may be approved if the material
facts of the transaction and the Director's interest are disclosed or are known to the
Board of Directors or a committee of the Board of Directors, and the Board of Directors
or committee authorizes, approves, or ratifies the conflict of interest transaction.
A conflict of interest transaction is authorized, approved or ratified if it receives
the affirmative vote of a majority of the Directors on the Board or of a committee of the
Board of Directors, who have no direct or indirect interest in the transaction. The
presence of, or a vote cast by, a Director with a direct or indirect interest in the
transaction does not affect the validity of any action taken under this Article if the
transaction is otherwise approved pursuant hereto.
If a majority of the Directors on the Board who have no direct or indirect interest
in the transaction vote to authorize, approve, or ratify the conflict of interest
transaction, a quorum is present for purposes of taking action under this Article.
ARTICLE X.
Indemnification
1. Indemnification of Officers, Directors, Employees and Agents.
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(A) The corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, other
than an action by or in the right of the corporation, by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or proceeding if
he or she acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
(B)The corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer,
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employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees, actually and reasonably incurred
by him or her in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his or her duty
to the corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem proper.
(C) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsection (A) or (B) of this Article, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him or her in connection
herewith.
(D) Any determination under subsections (A) or (B) of this Article,
unless ordered by a court, shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in subsections (A) or (B) of this Article. Such
determination shall be made:
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a. By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding; or
b. If such quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a written
opinion.
(E) Expenses, including attorneys' fees, incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation as authorized in this Article.
(F) The indemnification and advancement of expenses provided by, or
granted pursuant to the other subsections of this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.
(G) The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred by him or
her 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 him against such liability under the
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provisions of this Article; provided that credit unions chartered under the laws of the
State of Idaho may provide indemnification only by insurance.
(H) For the purposes of this Article, the term "corporation" includes, in
addition to the resulting corporation, all constituent corporations and their predecessors
absorbed in a consolidation or merger, which, if separate existence had continued,
would have had power and authority to indemnify its directors, officers, employees or
agents.
(I) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, and personal representatives of such a
person.
2. Limitation. Notwithstanding any other provision of this Article VIII, during
any period that the corporation is a "private foundation" within the meaning of
section 509 of the Code, or any corresponding provision of any future United States tax
law, the corporation shall not indemnify any person from or against or advance to any
person the cost of, such expenses, judgments, fines, or amounts paid or necessarily
incurred, nor shall the corporation purchase or maintain such insurance, to the extent
that any such indemnification, purchase, or maintenance would be determined to be an
act of self-dealing within the meaning of section 4941 of the Code, to be a taxable
expenditure within the meaning of section 4945 of the Code, or to be otherwise
prohibited under the Code, unless and to the extent (a) a court orders such
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indemnification, or (b) the purchase or maintenance of such insurance can be treated as
reasonable compensation to such person.
ARTICLE XI.
Contracts, Checks, Deposits, Gifts and Proxies
1. Contracts. Any contract or other instrument in writing executed or entered
into between the corporation and any other person is not invalidated as to the
corporation by any lack of authority of the signing officers in the absence of actual
knowledge on the part of the other person that the signing officer had no authority to
execute the contract or other instrument if it is signed by both the presiding officer of
the Board and the President, if not the same, or by either of them and the Secretary,
Treasurer, or a Vice President. The Board of Directors may authorize any officer or
officers, agent or agents of the corporation, in addition to the officers so authorized by
these bylaws, 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.
2. Checks, Drafts, Etc. All checks, drafts or 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.
3. Deposits. All funds of the corporation 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.
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4. Gifts. The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest or devise for the general purposes or for any special purpose
of the corporation.
5. Proxies. Unless otherwise provided by resolution adopted by the Board of
Directors, the President or any Vice President may from time to time appoint one or
more agents or attorneys in fact of the corporation, in the name and on behalf of the
corporation, to cast the votes which the corporation may be entitled to cast as the holder
of stock or other securities in any other corporation, association or other entity any of
whose stock or other securities may be held by the corporation, at meetings of the
holders of the stock or other securities of such other corporation, association or other
entity, or to consent in writing, in the name of the corporation as such holder, to any
action by such other corporation, association or other entity, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of the
corporation all such written proxies or other instruments as he or she may deem
necessary or proper in the premises.
ARTICLE XII.
Books and Records
The corporation shall keep correct and complete books and records of account
and shall also keep minutes of the proceedings of its voting members, Board of
Directors and committees having any of the authority of the Board of Directors, and
shall keep at its registered or principal office a record giving the names and addresses
of the voting members. All books and records of the corporation may be inspected by
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any voting member or his agent or attorney for any proper purpose at any reasonable
time.
ARTICLE XIII.
Waiver of Notice
Whenever any notice is required to be given under the provisions of the Act or
under the provisions of the articles of incorporation or the bylaws of the corporation, a
waiver thereof may be granted in the following manner by voting members and
Directors, respectively:
1. Voting Members . A voting member may waive any notice required to be
given to such voting member by the Act or these bylaws: (i) whether before or after the
date or time stated in the notice as the date or time when any action will occur, by
delivering a written waiver to the corporation which is signed by the voting member
entitled to the notice for inclusion in the minutes, but such delivery and filing shall not
be conditions of the effectiveness of the waiver; or (ii) by the voting member's
attendance at a meeting (which shall serve to waive to lack of notice or defective notice
of the meeting, unless the voting member at the beginning of the meeting objects to the
holding thereof or transacting business at the meeting because of lack of notice or
defective notice); or (iii) by the voting member's attendance at a meeting (which shall
serve to waive objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the voting
member objects to considering the matter when it is presented).
2. Directors . A Director may waive any notice required to be given to such
Director by the Act or these bylaws: (1) whether before or after the date or time stated
in the notice as the date or time when any action will occur, by delivering a written
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waiver to the corporation which is signed by the Director entitled to the notice for
inclusion in the minutes, but such delivery and filing shall not be conditions of the
effectiveness of the waiver; or (2) by a Director's attendance at the meeting whereby
such Director waives objection to lack of notice or defective notice, unless the Director
upon arriving at the meeting and prior to the vote on a matter not noticed in conformity
with the Act, the Articles of Incorporation or these bylaws objects to lack of notice and
does not thereafter vote for or assent to the objected to action.
ARTICLE XIV.
Amendments to Bylaws
A majority of the Board of Directors may amend these bylaws, with such
amendment conditioned upon the approval of two-thirds of the voting members. The
voting members may amend these bylaws at any time to add, change, or delete a
provision with the vote of more than two-thirds of the voting members.
ARTICLE XV.
Authority of Board to Hire Individuals and Entities
The corporation's Board of Directors shall have the authorization to hire
individuals or entities to assist in the performance of the corporation's activities and
day-to-day operations, including but not limited to legal counsel, accountants,
investment advisors, investment managers, and clerical assistants.
3324169_1.DOC
-24-
HOLLAND&HART
December 15, 2004
Ms. Karen Doherty. P.E.
Project Coordinator
Blueprint for Good Growth
575 East Parkcenter Boulevard
Suite 200
Boise, Idaho 83706
Re: Creation of New Idaho Nonprofit Corporation -
Blueprint for Good Growth, Inc.
Dear Karen:
Arthur A. Hundhausen
Phone (303) 295-8548
Fax (303) 975-5498
ahundhausen(c~hollandhart. com
Fred Mack asked me to explain the procedure for incorporating Blueprint for Good
Growth, Inc. He also asked me to explain the procedure for obtaining recognition of
the corporation's tax-exempt status under Section 501(c)(3) of the Internal Revenue
Code (the "Code"). We understand that the Section 501(c)(3) status will be needed so
that Micron and other businesses can make tax-deductible donations to support the
overall project.
The first step needed here is to prepare and file articles of incorporation with the State
of Idaho. We have envisioned, and Fred has confirmed, that you would like Ada
County, the Ada County Highway District, the Idaho Transportation Department and the
various cities to be the "members" of the new organization. Each of these entities and
organizations would have equal voting rights. They would have the ultimate control
over the affairs and activities of the corporation. They would also have the ability to
appoint or elect the corporation's board of directors.
It will be your choice as to how to set up the board's election or appointment process.
However, since the member organizations would like "equal" voting and representation
rights, we suggest that each member organization would have the ability to appoint one
member of the corporation's board of directors. The current articles have been drafted
to reflect this. We also envision that each member organization would also have the
ability to remove its appointed director at any time and for any reason. The
corporation's board of directors would elect a president, a secretary and other officers
(it is recommended but not required that all officers must be current board members).
There will be a number of other governing-type decisions to be made here. We would
be happy to have a phone conference with you, Fred and other project representatives to
Holland & Hart uv Attorneys at Law
Phone (303) 295-8000 Fax (303) 295-8261 www.hollandhart.com
555 17th Street Sulte 3200 Denver, Colorado 80202-3979 Malting Address P.D. Box 8749 Denver, Colorado 80201-8749
Aspen Blllings Boise Boulder Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Salt Lake Clty Santa Fe Washington, D.C.
HOLLAND&HARTw.
Ms. Karen Doherty. P.E.
December 15, 2004
Page 2
discuss the desired governance of the new corporation. Please note that most of the
governing decisions and procedures will be outlined in the corporation's bylaws. While
we have some "boilerplate" bylaws that could be used for an Idaho nonprofit
corporation (with members), we suggest that some basic governance issues should be
discussed and determined before draft bylaws are finalized and adopted. We would be
happy to work with you on the bylaws in the next several weeks.
In our view, the key element to all of this is obtaining IRS recognition of the
corporation's tax-exempt Section 501(c)(3) status. Section 501(c)(3) outlines a number
of different ways that an organization will qualify for tax-exempt status. Generally
speaking, in order to obtain Section 501(c)(3) status, an organization must be able to
demonstrate that it is organized and operated "exclusively" for charitable or educational
purposes. The IRS has very strict views on what is "charitable" or "educational." It is
possible to have a corporate mission that is very beneficial to the. community, but fails
to meet the "charitable" or "educational" standards applied by the IRS.
In our case, while there is certainly no guarantee, we believe there is a very good
chance that Blueprint for Good Growth, Inc. will qualify as a Section 501(c)(3)
"charitable" organization. This is because there is a good argument here that the
corporation's activities will "lessen the burdens of government." Both the IRS and the
courts have recognized that lessening the burdens of government is a recognized
"charitable" activity.
What does and does not "lessen the burdens of government" has been the subject of
many court cases and IRS rulings. The determination is made based on facts and
circumstances. In general, the following characteristics will indicate that an
organization is "lessening the burdens of government":
(1) a statute creates or authorizes the organization's existence and mission;
(2) one or more governmental units exert control over the organization's activities;
(3) the organization receives significant funding from one or more governmental units;
(4) the organization's activities defray or reduce the general or specific expenses of a
governmental unit;
(5) the activities of the organization could be carried on by a governmental unit; and
(6) a governmental unit previously engaged in activities similar to those carried on by
the organization.
HOLLANDSLHART,. ~ Ms. Karen Doherty. P.E.
December 15, 2004
Page 3
Under our facts, there is no statute or law that creates or authorizes the creation of
Blueprint for Good Growth, Inc. However, the member cities and organizations can
certainly pass resolutions confirming their support of the corporation's mission and
activities.
Furthermore, we believe that the new corporation probably satisfies most of these
factors. For example, the members of the corporation will all be governmental units,
and they will control the activities of the organization (through appointment of all board
members). The new corporation will receive significant funding and contributions from
its governmental members. The new corporation will also receive donations from area
businesses and individuals (thus defraying the cost that would otherwise be shouldered
by governmental units). Finally, we believe that the research, planning and
communication activities that will be undertaken by the new organization could have
been performed by the Ada County Highway District (or other of the governmental
units involved here).
The new corporation will have to file a Form 1023 with the IRS, requesting recognition
of its Section 501(c)(3) tax-exempt status on this basis. This is a detailed application
akin to a legal brief. The articles and bylaws will be an attachment. Detailed financial
projections and information will be required. We will be happy to assist the new
organization in preparing and submitting the application to the IRS. In general, once a
Form 1023 is filed with the IRS, a decision is reached within three to four months.
If Micron or another organization wishes to make a contribution before a decision is
reached, we can discuss how that might be accomplished.
We are also happy to answer any general questions you may have about the creation of
the new entity and the 501(c)(3) status. I can be reached at (303) 295-8548, and Fred
Mack can be reached at (208) 342-5000.
Very truly yours,
G
Arthur A. Hundhausen
for Holland & Hart ~~P
AAH
Enclosures
cc: Frederick J. Mack, Esq.
~.~~ ~l+~i..~lll~ ~ ]. Frederick Mack
fmack@hollandhart.com
January 10, 2005
Via Email: kdoherty@dohertyeng.com
Ms. Karen Doherty. P.E.
Project Coordinator
Blueprint for Good Growth
575 East Parkcenter Boulevard
Suite 200
Boise, Idaho 83706
Re: Creation of New Idaho Nonprofit Corporation -
Blueprint for Good Growth, Inc.
Dear Karen:
We are writing to provide to you an outline of the operational structure of
Blueprint for Good Growth, Inc. ("Blueprint").
The Articles of Incorporation were filed with the State of Idaho on December 29,
2004. Copies of the file-stamped articles are enclosed. The articles provide that the
members of Blueprint are Ada County, the Ada County Highway District, the City of
Boise, the City of Eagle, the City of Garden City, the City of Meridian, the City of
Kuna, the City of Star, and the Idaho Transportation Department. Each of these entities
and organizations have equal voting rights. They also have the ultimate control over
the affairs and activities of the corporation.
A draft of the bylaws for the corporation are also enclosed. The bylaws provide
that each member organization has the ability to appoint one member to the
corporation's board of directors. The bylaws also state that each member organizatio n
has the ability to remove its appointed director at any time and for any reason.
Initially, the following individuals have been named to the board of directors, as
reflected in the articles: Judy Peavey-Derr, John Franden, David Bieter, Nancy Merrill,
John Evans, Tammy DeWeerd, Dean Obray, Nathan Mitchell, and David Ekern. The
board of directors and the members will meet independently on an annual basis, or
whenever special meetings are called for a specific purpose. At the first board of
director's meeting, the board will elect a president, a secretary, and any other officers it
chooses.
Holland & Hart t1P Attorneys at Law
Phone (208) 342-5000 Fax (208) 343-8869 www.hollandhart.com
U.S. Bank Plaza 101 South Capitol Blvd. Sulte 1400 Boise, Idaho 83702-7714 Mailing Address P. 0. Box 2527 Boise, Idaho 83701-2527
Aspen Billings ®ise Boulder Cheyenne Colorado Springs Denver Denver Tech Cen[er Jackson Hole Salt Lake City Santa Fe Washington, D.C.
~~~~~~~"~'~ ~ January 10, 2005
Page 2
The officers will carry out the day-to-day responsibilities of Blueprint, and each
officer will report to the board of directors. The specific duties of each of the officers
are forth in the bylaws.
As we explained before, to obtain 501(c)(3) tax exempt status, the new
corporation will have to file a Form 1023 with the IRS, requesting recognition on this
basis. This is a detailed application similar to a legal brief. The articles and bylaws
will be an exhibit to the application. Detailed financial projections and information
will be required. Holland & Hart LLr will assist in preparing and submitting the
application to the IRS.
Even though Blueprint has not yet obtained 501(c)(3) status, it is today a valid
nonprofit corporation. The corporation can therefore be funded and begin pursuit of its
corporate objectives immediately.
Please give me a call after you have a chance to review the draft bylaws.
Best regards,
Enclosures
Holland & Hart LLP
Sent without signature to
avoid delay
J. Frederick Mack
cc: Steven Price, Esq. (with enclosures)
3323566_2.DOC
ITEM III
Blueprint for Good Growth (BGG)
Communities in Motion (CIM) '
Scenarios Evaluation Matrix
Project. ~ Scenarios
Category Measure)
Considering
Indicator Factor * Trend Saburban Workshop Corridors Satellite Bookend
Shift , Aver a Cities 2
Land
Consumption BGG/CIM
(calculate acres)
Land Use Mix BGG/CIM
(calculate acres
by land use)
Holding BGG/CIM
Capacity
(calculate build-
out households
average
densities)
Neighborhood BGG/CIM
Character (map
areas expecting
significant
change)
Compatibility BGG/CIM
between Land
Uses (map
areas of
anticipated land
use conflicts)
Redevelopment BGG/CIM
(map areas of
anticipated
redevelopment)
Zoning BGG
Changes (map
areas where
zoning is
inconsistent
with preferred
development
pattern)
* Indicates that analysis will not be conducted on initial scenarios, but factors will be
evaluated later in the process.
ITEM III
Blueprint for Good Growth (BGG)
Communities in Motion (CIM)
Scenarios Evaluation Matrix
Project Scienarios
Measure/
Considering
Indicator Factor * Trend Sabarban Workshop Corridors Satel3ite Bookend
Shift Avera a Cities. 2
Future Land BGG
Use Map
Changes (map
areas where
plans are
inconsistent
with preferred
pattern)
Density BGG/CIM
(calculate
density for
region
subareas)
Jobs:Housing BGG/CIM
Ratio (calculate
jobs and
households by
subarea)
Total lI31t8 BGGiClv1
~ealct3}atc
zauinbzx by
'~, subarea)
' 1Vlkk OlUmts I3Ci(7(ClVI
(ca]c~tiate
number by type
and ~itbari~a)
-
Affordabtlrty BGG 1
(qualitative
comparison
based flu
densities ~d
}
.-k- ..
~lla~ka~eltty ' 13CTQlCI4Z
(calakiates
households
v~~ithin '/. mije~
of cnmmeccial
CCnt4F) '.
__ _- _L_._. _....._._ ~.
* Indicates that analysis will not be conducted on initial scenarios, but factors will be
evaluated later in the process.
Blueprint for Good Growth (BGG)
Communities in Motion (CIM)
Scenarios Evaluation Matrix
ITEM III
Project Scen arios
Measure!
Category
Considerin
I
di
to g
ca
r
n ,~
Factor
Trend Suburban Woxkshop
Corridors Satellite Bookend
__ - i
_
; __
"~_ Shift Avera a Cities 2
.,
1?e?t~~t2~_ BCrC~' ~
Urci~
~
(c~1,.
~at~
cictr[a~scl ljy ~~+e
and ~~ue,~.
'st'd ~ ~
~,
g~ r -~
~
~ 1
systes~a)'.
-~~- ° ~n Demands by BGG
.~z , ~ Unit Type
,~^~'~~' .. ~ (calculate sewer
'~ ti ~ " 'demands by
Y~ ±~~, ,, r type and service
~
i
. ,
~ ~, .~~ .- area)
~,
~s~ :~f Collection BGG
~`~~` "`" S stem Needs
-~~ F y
.,
4 ; : ~ (compare
~
H
qr ~ ca ital costs for
^~~#~? p
'~
:
~°
-
di
t
ib
ti
.
~
.
,:; ~
s
r
u
on
;~G ~ T* systems)
w ~,
„~~ Treatment BGG
Costs (compare
capital costs for
treatment
`~ ~ ' plants)
Demands by BGG
District
(calculate
student demand
by district)
Needdd BGG
Capacity by
District
(calculate new
facilities needed
by district)
* Indicates that analysis will not be conducted on initial scenarios, but factors will be
evaluated later in the process.
ITEM III
Blueprint for Good Growth (BGG)
Communities in Motion (CIM)
Scenarios Evaluation Matrix
Project Scenarios
Measure/
Category Considering
IndlcatOr .,
Factor's
Trend
Suburban
~~'ksho
P
Corridors
Satellite
Bookend
Shift ,,~; a Cities 2
Costs by BGG
District
(calculate new
school casts by
district)
open Space; Per BGG/CIM'
,_ .Capita ~'
~~
~`~_, ~
~ (calculate open
~
~, ~ .~ '
~ space retained
t. y.~,
~;j by subarea)
r' ~ ~~ ~' ~ Open Space
~f,' BGG/CIM
~~, , ~ ~= ~ ' Access
` f (calculate jobs
~a,a_ _,
~ ~ ~ and dwe11in5s
~~ ~ .. , - ~; ,within '/< mike
~~' : ~ ~ of open space]
~ ~
' r
~~' ~ . walkability BGG/CI-~I
i.~.~~ ~. (calculate.
~~~. households and
~~'~ j employees
~` '~~i' ~ ~ within % mile
>` of commercial
~ '' center]
~~,
`
~~`~ Air Quality BGG/CIM
~
~;,.. (Estimates of
;
` ~ `
~. , Pollution
~
~ ~ _ _. ~: Create~fiby the
~~ ` ~~- _~
;_
_ Vehicular
,
. ,
~,
,_~ , ~~~. „
``
~~
Travel Demand
> `~~ ~
' Forecasted) ,
`~~~ . '4 Stormwater BGG/CIM
~~ •:.
_` ~,t
(calculates '~
`
~ impervious
,~ ~ ~
e
~• cover)
~
~~ ~, ,. ,Sensitive Lands-
T
~
BGG/CIM
}s ~ ,~_ 'Consumed
k'1
i ~ ~~~ ' (calculate
~
~
~
development
'
~ ~~
,~>~~.~
~ ilk :'
r ~~ ~?~; area within
~y
~
foothills,
~I~L ~ ~ i
? g £,~Rw ! floodplains and
' ~'~
' ~'
,,~.,~„
habitat areas)
'
H-: tla- a
* Indicates that analysis will not be conducted on initial scenarios, but factors will be
evaluated later in the process.
ITEM III
Blueprint for Good Growth (BGG)
Communities in Motion (CIM)
Scenarios Evaluation Matrix
_- Project scen arios
Mea~ar~l
Category
Considering
Indicator ~
.Factor
Trend Snbnrban Workshop
Corridors Satellite `Bookend
~~ Shift Aver Cities 2
~~
~~C,~1lC~(C ~ ~ ~'~~
,I
~rill'P,.~~~1.+-
~{ ' r~
'h'_. " f1~T ~1
~R ~F~'a+.~~ 'G~Ci.1~
.
'R i ~ F~
P ~
~ 1
y
~
iM 1
par~c-~ '
~
~
~
,._
~
~tfi~ ~f
~
B~ifllt`
I
}~o~t1,.; . ; l
~ ~fi4~B~$1~ .:
~a~~~~ '
~ ~~
~~~
~
.
~~
L~,~,~~~~~~~~
~t~
~
4
vil ~. .~
~.9f1~+ i)f;~~f ~ ~
~~~~~
~~+. i Vii! r '.{
r• _ n
wft~--~
y yy ,i
1~4~ ~
1 ..T 1j
~ 1
~ ~ -_ ~~
~
~
I. Y .O
~'
jj
~ J
.F.~ to
of Delay ~ ` ~
.-
~
.'~ii~ .
~
~CYhv~~I
~tch3,Xspt 1
~'liTi~~~ ~
1
1
~ .j? ;~,
i
~ tl
~_,, ~ ~
~~y~li ~~$~
* Indicates that analysis will not be conducted on initial scenarios, but factors will be
evaluated later in the process.
ITEM III
Blueprint for Good Growth (BGG)
Communities in Motion (CIM)
Scenarios Evaluation Matrix
Pcaject Scenarios
Measure/
Category
Considering
IIIdicatar ,~
Factor
Trend Suburban Workshop
Corridors Satellite Bookend
Shift ,Aver ' ~ Cities 2
Znl ~~
~~ ~i~
~, ~ ...,
,~~
y, ~~~~
,,~ -
E'asC
~ GI~Pt ~`
~
'~ f f
Y
~ ~,`'
?Y_'
~ratta~lLt, i
Sy~l'c~i-
-~.
VA.t7i-~4
h~
~.
~.
~~r
,±
? ~ t ~
1
4
.
.
1
11
~1 ~
~
~~
"
}
1
r
~}~
~
~.~[
~~~j
. II
~31~11J~ti M!!^i;
3
='~~'l~K~TI'~L ~*J `Jt~L4~~`` I
~1h'l~ ~~
~
~ ~
~
~~ ,D~JG~+~~ '~'
y~
yr
A~~u7 ~ ~ ~ ~ „~ ~
y
j
_" ~~
63GG~
~~d;.
r
N'
' ~ f A .~ ~fi ?~.
_ ~ ~. a r ,
r
srt ~~"
~-~f
r
{
atx
.~
µ
'~'r~i~~~~
~~ ~CsG ~Ii~t'~
~r~ . ~
* Indicates that analysis will not be conducted on initial scenarios, but factors will be
evaluated later in the process.
ITEM III
Blueprint for Good Growth (BGG)
Communities in Motion (CIM)
Scenarios Evaluation Matrix
Proaect Scenarios
Measure/
Category Considering
Indicator b
S
b r
'
~
Factor
Trend u
ur
an wo
kshop
Corridors Satellite Bookend
Shift Aver a Cities 2
A~,cici~tuY~af BGG
~ti~a~,
~aal¢ui~te
~r;w:f ag
)and ci~~ela>grd)
~'PCi~fstr'1 13C~Cr
Lantd
CaidvetSiG;U
(tL~p ~ra~3 ~!'
l
t~asiz
a
encxoacbu~ent
into agricultural
2reas
Need for New BGG
Fire Stations
(quantify need
for new fire
stations)
Capital Costs of BGG
New Fire
Stations
Relative BGG
Operations &
Maintenance
Costs
Construction, BGG*
Operating and
Maintenance
Costs of New
Urban
Facilities,
Infrastructure,
and Services
r: ~r i w ~owrro~ects~oo i ~uvi~ i uc-~anauseSCenanos~AnalysisMatnx_V 3.doc
* Indicates that analysis will not be conducted on initial scenarios, but factors will be
evaluated later in the process.
Proposed Process for Feb 2"d & 3`d Workshops
In addition to soliciting feedback on the scenarios emerged from the November
2004 workshops, the upcoming workshops will focus on working with participants
to depict their desired form and location of transportation system enhancements
to improve connections within the study area.
There will be a total of 5 workshops over the course of two days. Workshop
participants will gather at tables and form groups of 10 to 12 persons, anticipating
approximately 15 tables at each workshop. Each group will select their preferred
land use distribution scenario (based on the results of the Nov 16th & 17th
workshops), identify desired refinements, and then depict their preferred
transportation system enhancements on their selected land use map.
The workshop will begin with a presentation of "lessons learned" from early
analysis of the land use scenarios developed to date. This user-friendly
information will include comparisons of the various land use scenarios and how
they impact communities, the environment, and the existing transportation
system.
Each table will have a set of three 11x17 maps showing the modeled distribution
of the workshop average, compact urban form, and satellite cities. Also, a
comparison of all 6 scenarios (including the trend and the two bookend
scenarios) in chart form will be placed at each table.
To start, the group will need to discuss and choose which land use scenario best
represents the desired future. Strengths and weaknesses of the chosen land use
scenario will be discussed and recorded, based on the "lessons learned"
presented at the beginning of the workshop. Recommended refinements to the
chosen scenario will be depicted with colored markers and described with notes
on the map. Each group will also be asked to highlight the main activity centers
within the region that require good transportation connections (e.g. Boise
International Airport).
Having agroup-defined land-use base map, participants are ready to work on
illustrating the type and location of transportation improvements they wish to see
occur in tandem with their preferred land use scenario.
To show their desired transportation improvements, each group will start by
selecting a set of colored "strips" that represent various types of road, highway,
and transit improvements. (See accompanying "strip-type" sheet.) Each table
will have three transportation "Strip Sets" for the group to choose from as a
starting point. Each set will contain different mixes of transportation
improvements, ranging from a primarily roadway-based improvement set to a
more transit and alternative transportation options focused strip set. In each
case, the transportation improvements will be constrained to apre-defined total
budget for improvements. As with the land use sets in the November workshops,
to start the exercise, each group must choose a starter strip set. .
Using the various colored strips, each group will need to discuss and place on
the base map their preferred transportation enhancements to connect the region.
Each group will be allowed to trade strip types from within their set for a
financially-equal amount of strips of a different improvement type (i.e., a group
could trade a portion of arterial strip for more light rail if desired).
In addition, groups will be allowed to "buy" more transportation improvements if
desired by indicating support of additional funding mechanisms. At each table
there will be a list of 3-5 additional funding mechanism that the group can choose
to support or reject based on their desires and/or their perceived need for
additional improvement strips (for example, supporting a gas tax increase will
buy and additional $X of roadway improvement strips). If the group chooses to
support one or more of the additional funding mechanisms, they will record this
on their map and obtain a corresponding level of additional strips.
After completing placement of the "strip-types" on the map, each group will
present their transportation and land use connections created on the base map.
T:\FY05\600Projects\661 CIM\07-PublicMeetings\ScenarioWorkshopsFeb05\Proposed Workshop Process for Feb v3.doc
**MEETING SUMMARY**
ATTENDEES: David Bieter, Mayor, City of Boise
Dave Bivens, Commissioner, Ada County Highway District
Elaine Clegg, Councilwoman, City of Boise
Tammy de Weerd, Mayor, City of Meridian
Craig Eckles, for Nathan Mitchell, Mayor, City of Star
Rudy Endrikat, Commissioner, Payette County
Kelli Fairless, Executive Director, Va1leyRide
Bob Flowers, Mayor, City of Parma,
John Franden, Commissioner, Ada County Highway District
Dale Hanson, Commissioner, Boise County
Mike Holladay, Payette County
Nancy Merrill, Mayor, City of Eagle
Garret Nancolas, Mayor, City of Caldwell
Bill Nary, Councilman, City of Meridian
Dean Obray, Mayor, City of Kuna
Judy Peavey-Derr, Commissioner, Ada County (via conference call)
Sharon Pratt, Commissioner, Gem County
Paul Raymond for Tom Dale, Mayor, City of Nampa
Charlie Rountree, Idaho Transportation Department
Lynne Sedlacek, Councilwoman, City of Eagle
Fred Tilman, Commissioner, Ada County
Rick Yzaguirre, Commissioner, Ada County
OTHERS: David Ausherman, Fregonese Calthorpe Associates
Nancy Brecks, Community Planning Association
Diana Cavigliano, Ada County Highway District
Rosemary Curtin, RBCI
Karen Doherty, Doherty & Associates
John Fregonese, Fregonese Calthorpe Associates (via conference call)
Dr. Robert Freilich, Freilich, Lehner & Carlisle
Sonia Hennum, Kittelson & Associates
Kathleen Lacey, City of Boise
Michael Lauer, Planning Works, LLC
Nicole Prehoda, Community Planning Association
Terri Schorzman, Community Planning Association
Matt Stoll, Executive Director, Community Planning Association,
Toni Tisdale, Community Planning Association
Charles Trainor, Community Planning Association
Phill Worth, Kittelson & Associates
Michael Zuzel, City of Boise
Judy Peavey-Derr called the meeting to order at 9:35 a.m.
Scenario Process Overview
Phill Worth, Michael Lauer and John Fregonese recapped the three scenarios (Work Average Scenario,
Compact Linear Development Scenario, and Dispersed Satellite Cities Scenario) created from the
concepts conceived during the four Scenario Workshops in November. Nearly 500 citizens from the
six-county area participated in the workshops and produced over 40 maps representing various ways in
which the region could grow.
Dr. Freilich said the scenarios would be evaluated based on environmental factors, fiscal factors, and
tested against priorities and the legal ability to implement them.
Next Steps
The next step is to analysis the results of the first round of scenario workshops and establish issues to be
examined further. The Committee will meet in January to determine what criteria will be used to reach
a preferred scenario. The workshops in February will refine the ideas from the first workshops, and
move towards reaching consensus and feasibility of the concepts. In March, the preferred scenario will
continue to be refined.
After discussion, by unanimous consent the Committee directed the consultants to move forward
with these scenarios as starting points.
Adjournment
The meeting adjourned at 4:00 p.m.
T:\FY05\600Projects\661 CIM\OS-SteeringCommittee\Minutes\minutes12162004.doc