Idaho Law and NENA’s Corporate Documents

For the purposes of NENA corporate governance, the Idaho Non-Profit Corporation Act trumps everything else. Where the Law allows, or is silent, the Articles of Incorporation can add detail. Where the Law and Articles are both silent, the bylaws can add details.

The articles and bylaws can NOT rewrite rules set by the law, only add missing details. If the articles or bylaws disagree with the law, the law rules. If the bylaws disagree with the articles, the articles rule. And then, what’s not defined by any of them, can be decided by the board as it does its work.

This latter situation was true of the election process. There were no rules in place for how to hold an online election. The NENA board had to figure it out, within the bounds that did exist in various governing documents, e.g. no proxy voting is allowed.

The hierarchy of rules that govern NENA’s activities is shared below.

Please note that without signatures and notarization the 2004 and 2015 bylaws are essentially drafts. Until someone can produce final versions that were signed, then they do not have any authority. In addition, there was no vote of the membership in 2015 to ratify the Bylaws so they don’t have standing. No one has any memory of the 2004 update.

Idaho Non-Profit Corporation Act

Articles of Incorporation, 1977 (drafted by Senator Frank Church!)
Charter, 1979

Articles Restated, 2000 (seems this was adopted without a proper quorum?)

Bylaws, 2000
Bylaws modified, 2004
Bylaws modified, 2015 (made business owners eligible for membership, moved annual meeting to October)