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421 Control & Supervision of Public Corporation I I /-05 " , ,~, ORDINANCE #421 AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ESTABLISHMENT, ORGANIZATION AND OPERATION OF A PUBLIC COrtPORATION TO IMPLEMENT TITLE 50, CHAPTER 27, IDAHO CODE, AS AMENDED, APPROVThlS; A CHARIER FOR SUCH CORPORATION, SPOCIFYING THE PCMERS, AUTHORITY AND LIMITA'l'IONS OF THE PUBLIO CORPORATION AND PROVIDING FOR CONTROL AND SUPERVISION OF THE PUBLIC CORPORATION BY THE CITY. WHEREAS, the legislature of the state of Idaho has p:-o\lLded for the creation of public corporations by cities of the State of Idaho, pursuant to Title 50, Chapter 27, Idaho Code, as amended (the "Act"), for the purpose of facilitating econorillc developnent and employment opportunities in the State of Idaho through financ:ing by such public corporations of the project costs of industrial devel- opment facilities; and WHEREAS, the City of Meridian desires to avail itself of the authority contained in the Act by creating a public corporation for the purpose stated in the Act; NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF MERIDIAN, IDAHO AS FOLlDWS: Section 1. The City of Meridian, Ada County, Idaho (the "City") does hereby create a public corporation to carry out the purp::>ses of the Act. This Ordinance shall not be construed to limit or restrict the purp:>ses of the Act, but shall be liberally construed to effect such purpose. Section 2. The name of the public corporation shall be The Econanic Developnent Corporation of the City of Meridian (the "Corporation"). Section3. The Corporation shall have all the pYWers and be subject to all the limitations and provisions conta:ined in the Act. Section 4. A charter (the "Charter") is hereby issued by the City to the Corporation. The Charter grants to the Corporation all powers authorized by the Act. A copy of the Charter is attached to this Ordinance as Exhibit A and hereby incorporated herein by reference. The Charter is hereby approved pursuant to Section 50-2703 (1) of the Act. The Charter may be amended from time to time by the City Council. The existence of the corporation commences at the time the enactment of this Ordinance becanes effective. Section 5. The board of directors of the Corporation (the "Board") shall be comprised of the Mayor and the President of the Council of the City Council of the City of Meridian, who shall hold office as Board members by virtue of their election and qualification as Mayor and President -of the City Council, and three additional Board members who shall be duly appointed, as authorized in the Charter, by the full City council, subject to the provisions of Section 50-2704 of the Act. In the event that a majority of the City Council shall at any time determine that any member of the Board shall for any reason be unwilling or un- able to serve as a director of the Board, the City Council shall by resolution or ordinance designate another individual to serve as a director of the Board in place of such member for a term coterminous with the duration of such member's tenn in office (provided that a majority of the full Board shall be residents of the City). A majority of the members of the Board :in office shall constitute a quonnu, and the approval of a majority of a quonnu shall be necessary for the Board to take any action. Section 6. There shall be no stockholders, nor shall there be any shares of stock authorized or issued, in that the corporation is not a private corpor- ation but one solely authorized by Title 50, Chapter 27, Idaho Cooe; the tenn "stock" is in no way to be confused with the tenn "bond", as the corporation is specifically authorized to issue bonds. Section.7. The affairs of the corporation shall be conducted and carried out by the Board. The Board shall elect alElEiilD3rs.-,:; from aJIDng its own members. Such officers shall be elected at the initial meeting of the Board in each calender year, shq,ll serve until their successors have duly elected, and shall include a presic{e:Il'f and a secretary and may include a vice president ana $:~ ~, assistant secretary (provided that, in the event the Board shall be comprised of only three members, the offices of vice president and assistant secretary 008 ORDINANCE # 421 (cont'd) (:~'" Such by-laws, rules and regulations may be amended fran time to time by the Board, pt-ovided that any such amendments shall be consistent with the provisions hereof and the Act .-' Members of the Board shall serve w~lut;'canpensation but with reimbursement of expenses as may be provided in the by-l~s, rules and regulations of the Board. \ Section 8. No director, officer, agent, employee or official of the Corporation shall have a direct or indirect financial interest in any property to be included in or any contract for property, service or materials to be furnished or used in connection with any industrial development facility financed through the Corporation. Section 9. The Corporation shall have all the powers granted by the Act. Such powers shall include, without limitation, all powers set forth in the ~r. I Section 10.The City may not give or lend any money or property in aid of the Corporation except as expressly authorized by the Act. This provision shall not preclude the City fran dealing with the Corporation on an anus _ length basis. Section 11.Any net earnings of the Corporation beyond those necessary for retirement of indebtedness incurred by it shall inure to the City and not for the benefit of any other person. Alteration of the Charter of or diss- olution of or audits of the Corporation shall be as provided by the Act and subsequent ordinances of the City. Upon dissolution of the Corporation, title to all property owned by the Corporation shall vest in the City. Section 12.All ordinances and resolutions, or parts thereof, in conflict herewith are to the extent of such conflict hereby repealed. Section 13. This ordinance shall be published within one (1) month after its passage in one issue of The Valley News, the official newspaper of the City, and shall take effect and be in full force immediately upon its passage, approval and publication. , / EXHIBIT "A" OF ORDINANCE CHAR'IER OF THE ECONOMIC DEVEIDPMENT -' CORPORATION OF THE CITY OF HERIDIAN ARTICLE I: NAME, SEAL, AND DEFINITIONS: The name of this public corporation shall be The Econanic Developnent Corporation of the City of Meridian. The corporate seal of this corporation shall be a circle with the name "The Econanic Developuent Corporation of the City of Meridian" inscribed therein. As used in this Charter, unless otheIWise required by context. "Act" means Title 50, Chapter 27, Idaho Code, as amended (the "ACT"); "Board" means the Board of Directors of the Corporation; "Corporation" means The Econanic Developuent Corporation of the City of Meridian; "Governing Body" means the City Council for the Municipality; "Industrial developuent facilities" means the same as such tem means for the purpose of the Act; "Municipality" means the City of Meridian; and "Ordinance" means Ordinance No. 421 of the Municipality passed on the 3rd day of March, 1983, pursuant to which the Corporation is created. ARTICLE II: CREATION OF THE CORPORATION AND GRANT OF POWER: The CorpJration is a public corpJration organized pursuant to the Act and the Ordinance. The Corporation is hereby granted all p:JWers authorized by the Act. ARTICLE III: DURATION OF THE CORPORATION Unless modified by state law or by an ordinance of the Municipality, the duration of the COrpJration shall be perpetual. ARTICLE IV: PG'RPOSE OF THE CORPORATION The purpose of the COrpJration is to function as a public corporation pursuant to the provisions of the Act and the Ordinance and to issue tax exempt nonrecourse revenue bonds to finance industrial developemnt facilities located withm_$~o'oC;:E?rporat boundaries of the Municipality. The financing of industrial ~fEici!i:t.ies wi thin the corporate boundaries of the Municipal- i ty is for the purpose of pranoting higher employment, encouraging the development of new jobs, maintaining and supplementing the capital investments in industry that currently exist within the State of Idaho encouraging future employment by ensuring future capital investment, attracting environmentally sound industry within the corporate boundaries of the Municipality and to the State of Idaho, protecting and enhancing the quality of natural resources and the environmeJ;l.t, and pranoting the production and conservation of energy. This charter shall not be construed to limit or restrict the purposes of the Act, but shall be liberal 1 y construed to effect such purposes. ARTICLE V: POWERS OF THE CORPORATION 1. The Corporation shall have all the powers granted to public corpor- ations by the Act. Such powers include, without limitations, the following " ' :pJWers: (a) to locate, construct and maintain one or more industrial de\1e'iJ3~t~";'-'- facilities; (b) to lease to the lessee all or part of any industrial " I I I 007 ORDIANANCE # 421 (cont'd) deve10pnent facility for such rentals and upcm such tenus and conditions, including renewal of the lease or options to purchase, as its Board of Di- rectors considers advisable and not in conflict with the Act; (c) To sell by installment contract or otherwise and convey all or any part of any industrial developnent facility for such purchase price and upon such tenns and conditions as .i ts Board of Directors considers advisable which are not in conflict with the Act; (d) t.o make loans for the purpose of providing ~;pr pennanent financing or refinancing of all or part of the projec-f-cost of any industrial developnent facility, including the refunding of any outstanding obligations, mortgages, or advances issued, made, or given by any person for the project costs; and to charge and collect interest on the loans for the loan payments upon such tenns and conditions as its Board of Directors considers advisable which are not in conflict with 1;Re\ Act; (e) to issue revenue bonds for the purpose of financing all or parti~' the project cost of any industrial developnent facility and to secure -the payment of the revenue bonds as provided in the Act; provided that issuance of revenue bonds for facilities pursuant to the Act shall not preclude the issuance of additional revenue bonds in connect""' ion with the same facility, and provided that any subsequent bond issue shall recognize and protect any prior pledge made for any prior issue of revenue bonds; (f) as security for the payment of the principal of and interest on any revenue bonds issued and any agreements made in connect- ion therewith, to mortgage, pledge, or otherwise encumber any or all of its industrial developnent facilities or any part or parts thereof, whether then owned or thereafter acquired, and to assign any mortgage 3~J).d repledge any security conveyed to the Corporation, to secure any loan ~e by the Corporation and to pledge the revenues and receipts therefrcmng) to sue and be sued, canplain, and defend in its corporate narl1e; (h) to make contracts and to execute all instruments necessary or convenient for the carrying out of its business; (i) to have a corporate seal and to use the same by causing it, or a facsimile thereof, to be linpressed or affixed or in any other manner reproduced; (j) subject to the limitations of section 50-2706 of the Act, to borrow money, accepts grants from, or contract with any local, state, or federal goverrunental agency or with , any financial, public or private corporation. (k) to make and alter by:=-' laws not inconsistent with this Charter or the Act for the adminstration and regulation of the affairs of the Corporation; (1) to collect fees or charges fran users or prospective users of industrial developnent facilities to recover actual or anticipated adminstrative costs; (m) to execute financ- ing documents incidental to the powers enumerated in this subsection; (n) to have any and all other powers granted to public corporations rmder thE? Act; and (0). to adopt resolutions authorizing any of the actions provided"'Jtan . herein. 2. Revenue bonds issued pursuant to the Act shall bear the seal of the Corporation, which may either be physically impressed thereon or printed as a facsimile thereof, and the signature of the President of the Board, or in his absence and in his stead, the vice President, and the signature of the Secretary of the Board, or in his absence and in his . stead, the Assistant Secretary. ARTICLE VI: LIMITATIONS ON THE CORPORATION 1. No part of the net earnings of the corporation beyond those necessary to retire indebtedness incurred by it shall inure .to the benefit of, or be distributable to, anyone other than the Municipality. Upon dissolution of the Corporation, title to all property owned by b'1.e Corporation shall vest in the Municipality. 2. The Municipality may not give or lend any money or property in aid of the Corporation except as expressly authorized by the Act. This provision shall not preclude the Municipality fran dealing with the Corporation on an anns length basis. 3. The Corporation may not issue revenue obligations except upon the approval of the Municipality. If the industrial facility lies outside the Municipality, as pennitted by 50-2708, Idaho Code, then the approval of the County Planning and Zoning Carmission must be obtained. 4. No revenue bonds may be issued by the Corporation unless the Board makes a finding that in its opinion the interest paid on the bonds will be exempt fram income taxation by the federal government. 5. Revenue bonds issued by the Corporation shall not be considered to constitute a deb&~ the State of Idaho, of the Municipality, or of any other municipal corporation, quasi -municipal corporation , subdivision or agency of the State of Idaho or to pledge any or all of the faith and credit of any of those entities. 6. Revenue bonds issued by the Corporation shall be payable solely fram from the revenues derived as a result of the industrial develop:nent facil- ities funded by the revenue bonds including, without limitation, amounts received under the tenns of any financing document or by reason of any 00'8 ORDINANCE # 421 (cont'd) additional security furnished by the user of the industrial develop:nent facility in connection with the financing thereof, any money and other property received from private sources. 7. Each revenue bond issued by the Corporation shall contain on its face statements to the effect that: (a) Nei~ the State of Idaho nor the Municipality or any other numicipal cotwo~ation, quasi -nnmicipal corp::K- ation, subdivision or agency of the SMte is obligated to pay the principal or the interest thereon; (b) No tax frmds or governmental revenue may be used to pay the principal or interest thereon; and (c) Neither any or all of the faith and credit nor the taxing ~rof the State of Idaho, the Municipality or any other ffirmicipal corporation, quasi -ffirmicipal corpor- ation , subdivision, or agency thereof is pledged to the payment of the principal of or the interest on the revenue bond. 8. The Corporation may incur only those financial obligations which will be paid from revenues received pursuant to financing documents, from fees or charges paid by users or prospective users of the industrial developnent facilities funded by the revenue bonds, or from the proceeds of revenue bonds. 9. The Corporation has no power of eminent domain nor any power to levy taxes or special asseSsments. 10. The Corporation has no authority to incur or create any liability that J?enni ts recourse by any contracting party or member of the public to any assets, services, resources or credit of the Municipality. 11. The Municipality shall have access to the books and records of the Corporation at all times. 12. The Corporation may not operate any industrial development facility as a business other than as lessor, seller or lender. The purchase and holding of mortgages, deeds of trust and other security interests, and contracting for any servicing thereof, is not considered the operation of an industrial developnent facility. 13. The Corporation may not exercise any of the powers authorized in Article V or issue any revenue bonds with respect to any industrial devel- op:nent facility rmless the industrial develop:nent facility is located wholly wi thin the bormdaries of the Municipality, except that energy facilities and solid waste disposal facilities may be located partially or wholly outside the bormdaries of the Municipality ur:on approval of the Municipality and planning and zoning approval of each county or city within whose planning jurisdication the proposed industrial develop:nent facility lies. 14. The Corporation shall be subject to all other limitations set forth in Section 50-2706 of the Act, which limitations are hereby incorporated herein by reference. ARI'ICLE VII: ORGANIZATION OF THE CORPORATION 1. Management of the affairs of the Corporation shall reside in the Board. The Board shall be comprised of the Mayor of the Municipality and the President of the City Cormcil of the Municipality and three members to be apr:ointed by the full City Cormci1. The tenn of office for the Mayor and the President of the City Council smll be corrrnensurate with their terms of office. The terms of the apfX.)inted members shall be three years. The initial tenn of appointment, however, will be for staggered terms, i. e." one member shall be apfX.)inted for 1 year, one for 2 years, and one for 3 years and thereafter the apr:ointment shall be for 3 years. A majority of the Board shall constitute a quorum. 2. The members of the Board shall elect officers as provided in the Ordinance. The Board shall oversee the activities of the Corporation, establish or implement fX.)licy, participate in corr:orate activity as necessa:ry and have stewardship for management in detennination of all corporate affairs. 3. There shall be no' authorized stock and there shall be no stockholders, in that the Corporation is not a private corporation, but solely authorized by Title 50, Chapter 27, Idaho Code; the tenn "stock" is in no way to be confused with the tenn "bond" as the Corporation is specifically author- ized to issue bonds. . ARI'ICLE VIII: RIGHTS AND LIBILITIES OF DIRECTORS 1. No director, officer, agent, employee or official of the Corporation may have a direct or indirect financial interest in any property to be included in or any contract for pro~rty, services or materials to be furnished or used in connection with any industrial development facility financed through the Corporation. 2. Every person who was or is a party to, or is threatened to be made a party to, or is involved in, any action, suitor proceeding, whether civil, criminal, administrative ori-investigative, by reason of the fact that he or a person of whan he ig'l"'legal representative is or was a director or officer of the Corporation, or is or was serving at the- request of the Corporation as its representative in any other enterprise, shall be indemnified and held hannless to the fullest extent legally pennissible I I I I 009 ORDINANCE # 421 (cont'd) rmder the laws of the State of Idaho fran time to time against all expense, liability and loss (inculding attorneys' fees, judgments, fines, and amormts paid or to be paid in settlement), reasonably incurred or suffered by him in connection therewith. I 'Such rights of indam.ification shall not be exculsive of any other right which such directors, officers, or repre- sentatives may have or hereafter acquire, and without limiting the gener- ality.of such statement, they shall be entitled to their _ respective rights of indemnification rmder any bylaw, agreement, provision of law , or other- wise, as well as their rights rmder this article. '!he Board may adopt by- laws and/or rules and regulations fran time to time with respect to indem- nification to provide at all times the fullest indemnification pennitted by the law of the State of Idaho, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as its representative in any paItnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such persons. ARTICLE IX: BYIAWS '!he Board shall adopt bylaws and/or rules and regulations to provide such rules for governing the Corporation and its activities as are not inconsistent with the Ordinance, this Charter and the Act. Adoption of by laws and rules and regulations and any amendments thereto shall require a majority vote of the Board. '!he Board may provide in the bylaws or rules and regula.tions for all matters relating to the governance of the Corporation, incl:i.1ding but not limited to matters referred to elsewhere -4:IT"'this Charter fOr inculsion therein, and for the following: (1.) the existence of carmittees and duties of any such corrmittee; (2.) regular and special meetings of the Board; (3.) retention of staff or personnel and the relationship bewteen the Corpor.i'J,tion and the Municipality; and (4.) such other matters as may becane necessary or important to the proper functioning of the Corporation. ARI'ICLE X: AMENDMENTS TO CHARIER '!his Charter may be amended by Ordinance of the Municipality. ARI'ICLE XI: COMMENCEMENT OF THE CORPORATION '!his existence of the Corporation shall corrmence at the time the enact- ment of the Ordinance becanes effective. A true and complete copy of this Charter, certified by the Clerk of the Municipality as being on file with the Municipality and having been duly issued by the Municipality, together with a certified copy of the Ordinance, shall be filed in the pennanent records of the Corporation. ARI'ICLE XII: MISCELLANEOUS Audits, dissolutions, alternations of this Charter, trusteeships, and other matters affecting the Corporation shall be in compliance with the provisions of the Ordinance and the Act. PASSED by the City Cormcil and Approved by the. Mayor of the City of Meridian, Ada Cormty, Idaho, this 3rd day of I'larch, 1983. ATIEST: Codifi AlC Minutes ORDINANCE NO. 421 AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ESTABLISHMENT, ORGANIZATION AND OPERATION OF A PUBLIC CORPORATION TO IMPLEiFENT TITLE 50, CHAPTER 27, IDl�HO CODE, AS AMENDED, APPROVING A CHARTER FOR SUCH CORPOPikTION, SPECIFYING THE POWERS, AUTHOR.IT" AND LIMI`T'ATIONS OF THE PUBLIC CORPORATION AND PROVIDING FOR CONTROL AND SUPERVISION OF THE PUBLIC CORPORATION BY THE CImN WHEREAS, the legislature of the State of Idaho has provided for the creation of public corporations by cities of the State of Idaho, pursuant to Title 50, Chapter 27, Idaho Code, as amencled. (the "Act"), for the purpose of facilitating economic development and employment opportunities in the State of Idaho through financ- ing by such public corporations of the project costs of industrial development facilities; and WHEREAS, the City of Meridian desires to avail itsel-' of the authority contained in the Act by creating a public corporation for the purposes stated in the Act; NOW, THERPFORE, BE IT ORDAINED BY THE MAYOR A14D COi'?(:IL OF THE CITY OF MERIDIAN, IDAHO AS FOLLOWS Section 1. The City of Meridian, Ada County, Idaho (the "City") does hereby create a public corporation to carry out the purposes of the Act. This Ordinance shall not be construed to limit or restrict the purposes o{ the Act, but shall be liberally construed to effect such purpose. Section 2. The name of the public corporation shall be The Economic Development Corporation of the City of Meridian (the "Corporation") Section 3. The Corporation shall have all the powers and be subject to all the limitations and provisions contained in the Act. AMBROSE, FITZGERALD & CROOKSTON Attorneys and Counselors P.O. Box 427 Meridian, Idaho 83642 Telephone 888446, v AMBROSE, FITZGERALD & CROOKSTON Attorneys and Counselors P.O. Box 427 Merldlan, Idaho 83642 Telephone 888441 Section 4. A charter (the "Charter") is hereby issued by the City to the Corporation. The Charter grants to the Corporation all powers authorized by the Act. A copy of the Charter is attached to this Ordinance as Exhibit A and hereby incorporated herein by reference. The Charter is hereby approved pursuant to Section 50-2703(1) of the Act. The Charter may be amended from time to time by the City Council. The existence of the Corporation commences at the time the enactment of this Ordinance becomes effective. Section 5. The board of directors of the Corporation (the "Board") shall be comprised of the Mayor and the President of the City Council of the City of Meridian, who shall hold office as Board members by virtue of their election and qualification as Mayor and as President of the City Council, and three additional Board members who shall be duly appointed, as authorized in the Charter, by the full City Council, subject to the provisions of Section 50-2704 of the Act. In the event that a majority of the City Council shall at any time determine that any member of the Board shall for any reason be unwilling or unable to serve as a director of the Board, the City Council shall by resolution or ordinance designate another individual to serve as a director of the Board in place of such member for a term coterminous with the duration of such member's term in office (provided that a majority of the full Board shall be residents of the City). A majority of the members of the Board in office shall constitute a quorum, and the approval of a majorityof a quorum shall be necessary for the Board to take any action. Section 6, There shall be no stockholders, nor shall there be any shares of stock authorized or issued, in that the co.rnora- tion is not a private corporation but one solely authorized by I. - AMBROSE, FITZGERALD & CROOKSTON Attorneys and Counselors P.O. Box 427 Meridian, Idaho 83642 Telephone 988-4461 Title 50, Chapter 27, Idaho Code; the term "stock" is in no way to be confused with the term "bond", as the corporation is specifically authorized to issue bonds. Section 7. The affairs of the Corporation shall be conducted and carried out by the Board. The board shall elect officers from among its own members. Such officers shall be elected at the initial meeting of the Board in each calendar year, shall serve until their successors have been duly elected, and shall include a president and a secretary and may include a vice president and an assistant secretary (provided that, in the event the Board shall be comprised of only three members, the offices of vice president and assistant secretary may be simultaneously held by the same person, and provided further that, in the event the offices of the vice president and assistant secretary shall be simultaneously hel by the same person, such person shall not both execute and attest any resolution, document, certificate, deed, mortgage or deed of trust, note, bond, contract, or other document or instrunnent.). The Board may elect such other officers as it shall from time to time determine to be necessary or desirable. The Board shall adopt bylaws and/or rules consistent with the Act and regulations governing the election of officers, the power and duties of such officers, the filling of vacancies in offices, the scheduling, giving :notice of, and conduct of meetings, and the conduct of the Corporation. Such bylaws, rules and regulations may be amended from time to time by the Board, provided that any such amendments shall be consistent with the provisions hereof and the Act. Members of the Board shall serve without compensation but wii reimbursement of expenses as may be provided in the bylaws, rules and .regulations of the Board. Y AMBROSE, FITZGERALD & CROOKSTON Attorneys and Counselors P.O. Box 427 Meridian, Idaho 83642 Telephone 888.4461 Section 8. No director, officer, agent, employee or official of the Corporation shall have a direct or indirect _financial interest in any property to be included in or any contract for pro- perty, service or materials to be furnished or used in connection with any industrial development facility financed through the Corporation. Section 9. The Corporation shall have all the powers granted by the Act. Such powers shall include, without limitation, all powers set forth in the Charter. Section 10. The City may not give or lend any money or property in aid of the Corporation except as expressly authorized by the Act. This provision shall not preclude the City from dealing with the Corporation on an arms length basis. Section 11. Any net earnings of the Corporation beyond those necessary for retirement of indebtedness incurred by it shall inure to the City and not for the benefit of any other person. Alteration of the Charter of or dissolution of or audits of the Corporation shall be as provided by the Act and by subsequent ordinances of the City. Upon dissolution of the Corporation, titl to all property owned by the Corporation shall vest in the City. Section 12. All ordinances and resolutions, or parts thereof in conflict herewith are to the extent of such conflict hereby repealed. Section 13. This ordinance shall be published within one (1) month after its passage in one issue of The Valley News, the official newspaper of the City, and shall take effect and be in full force immediately upon its passage, approval and publication. PASSED by the City Council and Approved by the Mayor of the City of Meridian, Ada County, Idaho, this 3rd day of .:arch 1983. -... � � ti ATTEST: CIVIL City Clerk PC: Sterling COdifiers AIC File AMBROSE, FITZGERALD & CROOKSTON Attorneys and Counselors P.O. Box 427 Meridian, Idaho 83642 Telephone 888.4461 ... YOR