Exhibit 3(a)(iii)
IDAHO POWER COMPANY
ARTICLES OF AMENDMENT
1. Idaho Power Company (Company) is hereby amending Articles 4,
9, 10, 11 and 12 of its Restated Articles of Incorporation
to read as follows:
ARTICLE 4. DIRECTORS. (a) The number of
directors constituting the Board of Directors
of the Corporation shall be fixed from time
to time exclusively by the Board of Directors
pursuant to a resolution adopted by
affirmative vote of a majority of the
directors, but the number of directors shall
be no less than 9 and no greater than 15.
The number of directors may be increased or
decreased, beyond the limits set forth above,
only by an amendment to the Restated Articles
of Incorporation of the Corporation pursuant
to Article 10 of the Restated Articles of
Incorporation of the Corporation.
The Board of Directors shall be divided
into three classes as nearly equal in number
as may be. The initial term of office of
each director in the first class shall expire
at the annual meeting of shareholders in
1990; the initial term of office of each
director in the second class shall expire at
the annual meeting of shareholders in 1991;
and the initial term of office of each
director in the third class shall expire at
the annual meeting of shareholders in 1992.
At each annual election commencing at the
annual meeting of shareholders in 1990, the
successors to the class of directors whose
term expires at that time shall be elected to
hold office for a term of three years to
succeed those whose term expires, so that the
term of one class of directors shall expire
each year. Each director shall hold office
for the term for which he is elected or
appointed and until his successor shall be
elected and qualified or until his death, or
until he shall resign or be removed;
provided, however, that no person who will be
seventy (70) years of age or more on or
before the annual meeting shall be nominated
to the Board of Directors, and any directors
who reach the age of seventy (70) shall be
automatically retired from the Board.
In the event of any increase or decrease
in the authorized number of directors, (i)
each director then serving as such shall
nevertheless continue as a director of the
class of which he is a member until the
expiration of his current term, or his
earlier resignation, removal from office or
death, (ii) the newly created or eliminated
directorships resulting from such increase or
decrease shall be apportioned by the Board of
Directors among the three classes of
directors so as to maintain such classes as
nearly equal in number as may be.
(b) Newly created directorships
resulting from any increase in the authorized
number of directors or any vacancies in the
Board of Directors resulting from death,
resignation, retirement, disqualification,
removal from office or other cause shall be
filled by a two-thirds vote of the directors
then in office, or a sole remaining director,
although less than a quorum. Directors
chosen to fill vacancies resulting from an
increase in the authorized number of
directors shall hold office until the next
election of directors by the shareholders;
directors chosen to fill other vacancies
shall hold office for a term expiring at the
annual meeting of shareholders at which the
term of the class to which they have been
elected expires. If one or more directors
shall resign from the Board effective as of a
future date, such vacancy or vacancies shall
be filled pursuant to the provisions hereof,
and such new directorship(s) shall become
effective when such resignation or
resignations shall become effective, and each
director so chosen shall hold office as
herein provided in the filling of other
vacancies.
The remaining sections of Article 4 are unchanged.
ARTICLE 9. SPECIAL MEETINGS OF
SHAREHOLDERS. Special meetings of
shareholders of the Corporation may be called
only by the Chairman of the Board of
Directors, the President, a majority of the
Board of Directors, or the holders of not
less than twenty percent (20%) of all the
shares entitled to vote on any issue proposed
to be considered at the proposed special
meeting.
ARTICLE 10. AMENDMENTS. Notwithstanding
anything to the contrary contained in these
Restated Articles of Incorporation or the
By-laws of the Corporation (and
notwithstanding the fact that a lesser
percentage may be specified by law, these
Restated Articles of Incorporation or the
By-laws of the Corporation), the affirmative
vote of the holders of at least four-fifths
of the voting power of the then outstanding
Voting Stock shall be required to amend,
alter, change or repeal, or to adopt any
provision inconsistent with, ARTICLES 4, 8, 9
and 10 of these Restated Articles of
Incorporation, provided that such
four-fifths vote shall not be required for
any amendment, alteration, change or repeal
recommended to the shareholders by two-thirds
of the Continuing Directors, as defined in
ARTICLE 8.
The shareholders may adopt or amend a by-
law that fixes a greater quorum or voting
requirement for shareholders, or voting
groups of shareholders, than is required by
the Idaho Business Corporation Act.
ARTICLE 11. AMENDMENT OF BY-LAWS. The
Corporation's By-laws may be amended or
repealed or new by-laws may be made: (a) by
the affirmative vote of the holders of record
of a majority of the outstanding capital
stock of the Corporation entitled to vote
thereon, irrespective of class, given at any
annual or special meeting of the shareholders
except that amendments to or repeal of
Section 7.3, Section 2.9 or Article III of
the By-laws by the shareholders shall require
the affirmative vote of two-thirds of all
shares entitled to vote thereon; provided
that notice of the proposed amendment, repeal
or new by-law or by-laws be included in the
notice of such meeting or waiver thereof; or
(b) by the affirmative vote of a majority of
the entire Board of Directors given at any
regular meeting of the Board, or any special
meeting thereof.
ARTICLE 12. INDEMNIFICATION AND
LIMITATION OR ELIMINATION OF DIRECTOR
LIABILITY. Capitalized terms used in this
Article 12 that are defined in Section 30-1-
850 of the Idaho Business Corporation Act
shall have the meaning given to such terms
under Section 30-1-850 of the Act. The
Corporation shall indemnify its Directors and
Officers against Liability and Expenses and
shall advance Expenses to its Directors and
Officers in connection with any Proceeding to
the fullest extent permitted by the Act, as
now in effect or as it may be amended or
substituted from time to time.
No Director of the Corporation shall be
personally liable to the Corporation or its
shareholders for monetary damages for
breach of fiduciary duty as a Director;
provided that this Article shall not limit or
eliminate the liability of a Director for any
act or omission for which such limitation or
elimination of liability is not permitted
under the Idaho Business Corporation Act. No
amendment to the Idaho Business Corporation
Act that further limits or eliminates the
acts or omissions for which limitation or
elimination of liability is permitted shall
affect the liability of a Director for any
act or omission which occurs prior to the
effective date of such amendment.
