1. Management of the affairs of the Corporation shall reside in the Board of Directors. The Board shall be composed of the number of members designated by the Ordinance.
2. The members of the Board shall constitute themselves by the election of a President, Vice-President, and Secretary-Treasurer. Officers shall be eligible to hold two (2) offices. The President shall be the agent of the Corporation for service of process. 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.
3. No director, officer, agent or employee of the Corporation may have a direct or indirect financial interest in any property, services or materials to be furnished or used in connection with any Industrial Development Facility financed through this Corporation.
4. Every person who was or is a party, 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 a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Idaho from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amount 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, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article. The Board may adopt bylaws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted 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 a director or officer of another corporation, or as its representative in a 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.