CHARTER OF THE INDUSTRIAL DEVELOPMENT CORPORATION OF THE COUNTY OF ADA, STATE OF IDAHO
ARTICLE I
NAME, SEAL AND DEFINITIONS
The name of this public corporation shall be The Industrial Development Corporation of the County of Ada, State of Idaho. The corporate seal of this public corporation shall be a circle with the name "The Industrial Development Corporation of the County of Ada, State of Idaho" inscribed therein. As used in this Charter, unless otherwise 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 Industrial Development Corporation of the County of Ada, State of Idaho;
"Governing Body" means the Board of Ada County Commissioners.
"Industrial development facilities" means the same as such term means for the purpose of the Act;
"Municipality" means the County of Ada, State of Idaho; and
"Ordinance" means Ordinance No. 129 of the Municipality, passed on the 9th day of March, 1983, pursuant to which the Corporation is created.
ARTICLE II
CREATION OF THE CORPORATION AND GRANT OF POWER
The Corporation is a public corporation organized pursuant to the Act and the Ordinance. The Corporation is hereby granted all powers 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 Corporation shall be perpetual.
ARTICLE IV
PURPOSES OF THE CORPORATION
The purpose of the Corporation 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 development facilities located within the corporate boundaries of the Municipality. The financing of industrial development facilities within the corporate boundaries of the Municipality is for the purpose of promoting 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 insuring future capital investments, 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 environment, and promoting the production and conservation of energy. This Charter shall not be construed to limit or restrict the purposes of the Act, but shall be liberally construed to effect such purposes.
ARTICLE V
POWERS OF THE CORPORATION
1. The Corporation shall have all the powers granted to public corporations by the Act. Such powers include, without limitation, the following powers:
(a) To locate, construct and maintain one or more industrial development facilities;
(b) To lease to a lessee all or any part of any industrial development facility for such rentals and upon such terms and conditions, including renewal of the lease or options to purchase, as its Board of Directors 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 development facility for such purchase price and upon such terms and conditions as its Board of Directors considers advisable which are not in conflict with the Act;
(d) To make loans for the purpose of providing temporary or permanent financing or refinancing of all or part of the project cost of any industrial development 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 terms and conditions as its Board of Directors considers advisable which are not in conflict with the Act;
(e) To issue revenue bonds for the purpose of financing all or part of the project costs of any industrial development 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 connection 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 connection therewith, to mortgage, pledge, or otherwise encumber any or all of its industrial development facilities or any part or parts thereof, whether then owned or thereafter acquired, and to assign any mortgage and repledge any security conveyed to the Corporation, to secure any loan made by the Corporation and to pledge the revenues and receipts therefrom;
(g) To sue and be sued, complain, and defend in its corporate name;
(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 impressed or affixed or in any other manner reproduced;
(j) Subject to the limitations of section 50-2706, Idaho Code, to borrow money, accept grants from, or contract with any local, State, or Federal government agency or with any financial, public, or private corporation;
(k) To make and alter bylaws not inconsistent with this Charter or the Act for the administration and regulation of the affairs of the Corporation;
(l) To collect fees or charges from users or prospective users of industrial development facilities to recover actual or anticipated administrative costs;
(m) To execute financing documents incidental to the powers enumerated in this subsection;
(n) To have any and all other powers granted to public corporations under the Act; and
(o) To adopt resolutions authorizing any of the actions provided for 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. The signatures may be either manual or facsimile, or a combination thereof.
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 the 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 from dealing with the Corporation on an arms-length basis.
3. The Corporation may not issue revenue obligations except upon the approval of the Municipality and upon the planning and zoning approval of the county or city within whose planning jurisdiction the proposed industrial development facility lies. The Corporation may not issue revenue obligations for projects which are partially or entirely located within a city, without the approval of the city council and the Municipality.
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 from income taxation by the Federal government.
5. Revenue bonds issued by the Corporation shall not be considered to constitute a debt of 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 these entities.
6. Revenue bonds issued by the Corporation shall be payable solely from the revenues derived as a result of the industrial development facilities funded by the revenue bonds, including, without limitation, amounts received under the terms of any financing document or by reason of any additional security furnished by the user of the industrial development 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) Neither the State of Idaho nor the Municipality or any other municipal corporation, quasi-municipal corporation, subdivision or agency of the State is obligated to pay the principal or the interest thereon;
(b) No tax funds or governmental revenue may be used to pay the principal or interest thereon; and
(c) Neither any nor all of the faith and credit nor the taxing power of the State of Idaho, the Municipality or any other municipal corporation, quasi- municipal corporation, 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 revenue received pursuant to financing documents, from fees or charges paid by users or prospective users of the industrial development 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 permits 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 development 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 development facility unless the industrial development facility is located wholly within the boundaries of the Municipality, except that energy facilities and solid waste disposal facilities may be located partially or wholly outside the boundaries of the Municipality upon approval of the Municipality and planning and zoning approval by each county or city within whose planning jurisdiction the proposed industrial development 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.
ARTICLE 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 members, as provided, and subject to the exceptions set forth in the Ordinance.
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 policy, participate in corporate activity as necessary and have stewardship for management in determination of all corporate affairs.
ARTICLE VIII
RIGHTS AND LIABILITIES OF DIRECTORS
1. No director, officer, agent, employee or official of the Corporation may have direct or indirect financial interest in any property to be included in or any contract for property, 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, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the 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 harmless to the fullest extent legally permissible under the laws of the State of Idaho from time to time against all expense, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement), reasonably incurred or suffered by him in connection therewith. Such rights of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers, or representatives may have or hereafter acquire, and without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, provision of law, or otherwise, as well as their rights under this Article. The Board may adopt bylaws and/or rules and regulations from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the laws 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 partnership, 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 person.
ARTICLE IX
BYLAWS
The Board of Directors 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 bylaws and rules and regulations and any amendments thereto shall require a majority vote of the Board. The Board may provide in the bylaws or rules and regulations for all matters relating to the governance of the Corporation, including but not limited to matters referred to elsewhere in this Charter for inclusion therein, and for the following:
1. The existence of committees and duties of any such committees;
2. Regular and special meetings of the Board;
3. Retention of staff or personnel and the relationship between the Corporation and the Municipality; and
4. Such other matters as may become necessary or important to the proper functioning of the Corporation.
ARTICLE X
AMENDMENTS TO CHARTER
This Charter may be amended by ordinance of the Municipality.
ARTICLE XI
COMMENCEMENT OF THE CORPORATION
The existence of the Corporation shall commence at the time the enactment of the Ordinance becomes 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 permanent records of the Corporation.
ARTICLE XII
MISCELLANEOUS
Audits, dissolutions, alterations of this Charter, trusteeships, and other matters affecting the Corporation shall be in compliance with the provisions of the Ordinance and the Act.
DATED This 9th day of March, 1983.
BOARD OF ADA COUNTY COMMISSIONERS
By: Bill Gratton, Chairman
By: Vern Emery, Commissioner
By: Ed Riddle, Commissioner
ATTEST:
John Bastida, Ada County Clerk
(Ord. 129, 3-9-83)
ARTICLE XIII
REGISTERED OFFICE AND AGENT OF THE CORPORATION
1. The location of the registered office of the Corporation and the mailing address of the Corporation is the County Building, 650 Main Street, Boise, Idaho 83702. The Corporation may maintain offices at such other locations within the County of Ada as the Board of Directors may from time to time decide.
2. The initial registered agent for the Corporation shall be the President of the Board of Directors of the Corporation, whose mailing address is the County Building, 650 Main Street, Boise, Idaho 83702.
Passed and approved this 22nd day of August, 1984.
/s/ Bill Gratton
Chairman, Board of County
(SEAL) Commissioners of Ada County, Idaho
Attest: /s/ Vern Emery
Vern Emery, Commissioner
/s/ John Bastida
County Clerk, Board of County
Commissioners, Ada County, Ed Riddle, Commissioner
Idaho
(Ord. 134, 8-22-84)
1-9-8: RATIFICATION:
A. The adoption, passage and approval by the Board of Ada County Commissioners of Ordinance No. 129, as amended by Ordinance No. 129-1-83 and Ordinance No. 129-2-83, and as amended and codified by Ordinance 133, is hereby in all respects fully validated, ratified and confirmed; and Ordinance No. 129, as so amended and codified, is hereby in all respects fully adopted, passed, authorized, approved, validated, ratified and confirmed and is in full force and effect, all as and from April 9, 1983, the date of the publication of Ordinance No. 129 in The Idaho Statesman , and June 10, 1983, September 12, 1983, and July 27, 1984, the respective dates of the publication of Ordinance No. 129-1-83, Ordinance No. 129-2-83 and Ordinance No. 133 in The Idaho Statesman . Such publications are hereby in all respects fully authorized, approved, validated, ratified and confirmed as and from the respective dates of such publications.
B. The adoption, passage and approval by the Board of Ada County Commissioners of Resolution No. 378 is hereby in all respects fully validated, ratified and confirmed; and resolution 378 is hereby in all respects fully adopted, passed, authorized, approved, validated, ratified and confirmed and is in full force and effect, all as of June 15, 1983.
C. The adoption, passage and approval by the board of Ada County commissioners of resolution 395 is hereby in all respects fully validated, ratified and confirmed; and resolution 395 is hereby in all respects fully adopted, passed, authorized, approved, validated, ratified and confirmed and is in full force and effect, all as of April 9, 1984.
D. All acts heretofore performed by or on behalf of the board of Ada County commissioners pursuant to ordinance 129, as amended, and all acts heretofore performed by the corporation, are hereby in all respects fully authorized, approved, validated, ratified and confirmed, all as of and from the respective dates of the performance of such acts.
E. The board of Ada County commissioners hereby finds, determines and declares that pursuant to the provisions of the act and ordinance 129, the de jure and de facto existence of the corporation commenced on April 9, 1984, the date of publication of ordinance 129. (Ord. 134, 8-22-1984)