Resolution - 2005 - 09 - Creation, Operation And Activities Of Blueprint For Good Growth, Inc. - 05/10/2005
ORIGINAL
RESOLUTION 05-09
A resolution of the City Council of the City of Eagle concerning the creation,
operation and activities of Blueprint for Good Growth, Inc.
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WHEREAS, the City Council has determined that it is critical that the current
transportation system of Ada County, Idaho and surrounding communities be
properly studied and reviewed to assess the status and efficiency of such system
in the face of significant future growth and development; and
WHEREAS, the City Council has also determined that it is critical for Ada
County and its surrounding communities to work together in a cooperative
fashion to develop and create a sensible land use and transportation plan for the
area that will take into account such future growth and development and ensure
continued prosperity and quality of life for the entire area (including the City of
Eagle; and
WHEREAS, the City Council has also determined that the economy and quality
of life for the residents of the City of Eagle will itself directly impacted by the
presence of (or lack of) a suitable land use and transportation plan to address in a
cooperative manner the impact of large-scale future growth and development on
the area's overall transportation system;
WHEREAS, the City Council has determined that in order to develop and create
such a plan, monetary contributions will be needed from individuals, businesses
and governmental units in and around Ada County, Idaho;
WHEREAS, the City Council has determined that in order to develop and create
such a plan, continued communication and discussions will need to take place
between and among people, businesses, groups and governmental units affected
by the current transportation plan of Ada County and surrounding communities;
WHEREAS, the City Council has determined that in order to receive monetary
contributions from individuals, businesses and governmental units, and to
promote full and continued cooperation and communication between Ada County
and surrounding communities regarding the creation and development of such a
plan, a separate legal entity will be desirable and efficient;
WHEREAS, if such legal entity is recognized as exempt from federal income tax
under Section 501 (c )(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), contributions to such entity made by individuals and businesses may be
tax-deductible to the extent permitted by the Code, thus potentially increasing the
scope and amount of such contributions;
WHEREAS, on December 23, 2004, Articles of Incorporation (attached as
Exhibit A) were filed for a newly-created Idaho nonprofit corporation, Blueprint
for Good Growth, Inc.;
WHEREAS, the corporate purposes of Blueprint for Good Growth, Inc., as stated
in its Articles of Incorporation are: (I) raising and receiving monetary
contributions from individuals, businesses and governmental units in and around
Ada 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 fact of significant future growth and
development; (3) communicating with and receiving input from people,
businesses, groups and governmental units affected by the current transportation
plan 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; (4)
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";
WHEREAS, the City Council has determined that the activities of Blueprint for
Good Growth, Inc., as described above, will serve to lessen the burdens of the
City of Eagle, due to the fact that the organization will be performing functions
and activities that would otherwise have to be performed (in whole or in part)
directly by the City of Eagle itself;
WHEREAS, such Articles of Incorporation and the initial corporate bylaws of
Blueprint for Good Growth, Inc. provide that the corporation shall have 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 as voting members, with each of the
corporation's voting members having the right to appoint one member of the
corporation's Board of Directors;
WHEREAS, based on the purposes and activities described herein, Blueprint for
Good Growth intends to file an application for recognition of exempt status under
Section 501 (c )(3) of the Code with the Internal Revenue Service;
NOW THEREFORE BE IT RESOLVED, that the City Council of Eagle hereby
ratifies and approves the creation of Blueprint for Good Growth, Inc. for the
purposes outlined above, including the cooperative preparation and development
of sensible land use and transportation plan for the area (including the City of
Eagle that will take into account significant future growth and development and
serve to ensure the area's continued prosperity and quality of life; and
FURTHER RESOLVED, that the City Council of Eagle on behalf of the City of
Eagle, accepts its corporate voting member status with respect to Blueprint for
Good Growth, Inc; and
FURTHER RESOLVED, that the City Council of Eagle, acting on behalf of the
City of Eagle and pursuant to Articles VI and VII of the Articles of Incorporation,
and Article III of the initial corporate bylaws, hereby appoint the Mayor as a
director of Blueprint for Good Growth, Inc.; and
FURTHER RESOLVED, that the appropriate representatives of the City of are
hereby authorized and directed, for and on behalf of the City of Eagle, to take any
and all such other actions and to execute and deliver any and all such documents
as may be necessary or desirable to facilitate the actions contemplated in these
Resolutions.
Dated this 10th day of May, 2005.
ATTEST:
EXHIBIT A
FILED EFFECTIVE IDAHO SECRETARY OF STATE
ARTICLES OF INCORPORATION 12/23/28B4 85: B8
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C''f-1'( OF S1fl.1E C.I ~OIL\-
SE~~Aif OF IDN-\O BLUEPRINT FOR GOOD GROWTH, INC.
The undersigned, acting as incorporator of a corporation under the Idaho
Nonprofit Corporation Act, adopts the following Articles ofIncorporation 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 organized and shall be operated exclusively for the following
purposes: (1) raising and receiving monetary contributions from individuals, businesses and
governmental units in and around Ada County, Idaho; (2) studying and reviewing the curreiJ,t'
~ ". , . " ' ;.
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
commWlities, with particular emphasis on the land use and transportation planning that may be
needed to preserve the area's quality oflife 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 50 I (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 for 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 ofthe 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) ofthe 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 the 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 Board 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) ofthe 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 from engaging in any act of self-dealing as defined
in section 4941 (d) of the Code, from retaining any excess business holdings in violation ofthe
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 corporation 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 ofk.una, 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:
Judy Peavey-Derr
200 W. Front Street
Boise, ID 8)702
John Franden
3775 Adams Street
Garden City, ID 83714
ARTICLES OF INCORPORATION OF BLUEPRINT FOR GOOD GROWTH, INC.- 4
David Bieter
P.O. Box 500
Boise, ID 83702
Nancy Merrill
1246 S. Watermark Place
Eagle, ID 83616
5699 N. Riffle Way
Garden City, ID 83714
John Evans
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 ofthe initial registered office of the corporation is 575 East
Parkcenter Boulevard, Suite 200, Boise, Idaho 83706 and the name ofits 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 by laws 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 ofIncorporation, 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 ofthe corporation's members.
ARTICLE XIII.
The taxable year of the corporation shall be selected by the corporation's
members.
ARTICLE XlV.
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
33!5566JDOC
ARTICLES OF INCORPORATION OF BLUEPRlNT FOR GOOD GROWTH, INC. - 6