The undersigned, acting as incorporators of a nonprofit corporation under the Idaho Nonprofit Corporation Act, adopt the following Articles of Incorporation for such corporation:

The name of the corporation is THE IDAHO CHAPTER OF THE INTERNATIONAL ASSOCIATION OF WORKFORCE PROFESSIONALS, INCORPORATED.

The corporation is a nonstock, nonprofit corporation and no part of its income, if any, may be distributed to its members, directors or officers.

The period of the corporation's duration is perpetual.

The purpose or purposes for which the corporation is organized are:

1. To bring together personnel interested in the Workforce Development arena for such cooperative effort as may enable them to fulfill more effectively the various responsibilities placed upon them.

2. To seek to establish and maintain high professional standards and ideals.

3. To encourage and promote adequate preparation and training.

4. To provide a forum for the exchange of ideas.

5. To maintain an active interest in all membership as a whole.

6. To provide an opportunity for personal and professional improvement by social and educational activities.

7. To stimulate educational movement.

8. To make available technical assistance for those groups interested in promoting the Workforce Development programs.

9. To enhance the individual competence, knowledge and proficiency of members interested in all occupations in the Workforce Development arena.

10. To foster a close working relationship with organizations that have common concerns regarding the improvement of the Workforce Development arena.

A. MEMBERSHIP

1. The management of the affairs of the organization is vested in the members. Such duties, responsibilities and authority are delegated to the Board of Directors and officers as provided in these Articles and in the Bylaws, as required by law, or as specified by resolution of the delegates assembled in the annual Business Meeting.

2. Membership shall be classified as full, life, student, and retired, as defined by the Bylaws. The Chapter will transmit dues based on these categories.

3. The qualifications and rights of members of each class and the manner of acquiring membership shall be set forth in the Bylaws.

4. The right to vote, make motions, second motions, place names in nomination and/or serve on one or more committees shall be confined to full members and life members. Members paying retiree dues may fulfill any of the aforementioned duties with the exception of holding office.

5. The right to be nominated for office or to hold office shall be confined to full members or life members. Members paying retiree dues may not be nominated for or hold office, however retirees or Life members paying full membership dues may be nominated for and hold office.

6. Dues and assessments shall be levied upon all members as determined by the Bylaws.

B. OFFICERS

1. The officers of this corporation shall be President, President Elect, Vice President, and Secretary/Treasurer, elected annually under the provisions of these Articles and the Bylaws, and the Immediate Past President. There shall also be such appointed officers as designated in the Bylaws.

2. All officers shall have such authority and perform such duties as provided in the Bylaws or as determined by resolution of the Board of Directors not inconsistent with the Bylaws.

C. CHAPTER, SUBCHAPTERS

The corporation (chapter) shall be divided into subchapters covering such geographical areas as defined in the Bylaws, provided that the delegates in attendance at the annual Business Meeting of members may amend said provisions as necessary for purposes of assuring geographical convenience and membership equality or for other reasonable purposes.

D. COMMITTEES

Such committees shall be designated and appointed and shall have such duties as provided in the Bylaws.

E. BOARD OF DIRECTORS

1. The Board of Directors shall consist of the state officers of the corporation, and the six subchapter presidents.

2. The president of the corporation shall also serve as Chairman of the Board.

3. In addition to those powers conferred by law, the Board of Directors shall have such additional authority as described herein and as not inconsistent with the law:

a. The Board of Directors may legislate policy for the corporation between the annual Business Meetings of the members.

b. The Board of Directors may also perform any management functions delegated to it by the members unless those functions are to be performed by specified officers pursuant to these Articles or the Bylaws.

c. A two-thirds (2/3) vote of the delegates assembled in the annual Business Meeting of the members shall be necessary to alter a decision or policy passed by the Board of Directors.

4. A simple majority of the Board membership shall constitute a quorum.

5. The number of directors constituting the initial Board of Directors is twelve (12), and the names and addresses of the persons who are to serve as initial directors are as follows:

6. Except for the first Board of Directors, the number of directors shall be fixed by the Bylaws.

7. After the initial Board of Directors, directors shall be elected through their election as corporate or subchapter officers as provided in the Bylaws.

F. ANNUAL BUSINESS MEETING

1. Legislative Body of Corporation. As authorized by the Idaho Nonprofit Corporation Act, and these Articles, the management of the corporation is vested in the members. The annual Business Meeting of the members, held at the State Educational Conference, shall be the legislative body of the corporation. In exercising its authority, the Board of Directors shall not reverse, modify, or change the expressed will or action of the delegates assembled in the annual Business Meeting.
2. Quorum. A quorum shall exist when the number of delegates and alternates present shall be equal to ten (10) percent of all the votes to which all of the subchapters are entitled.
3. Representation of subchapters at the annual Business Meeting. Each subchapter shall be entitled to representation as follows:

1. Each subchapter is entitled to at least four delegates, and is entitled to an additional delegate for every five (5) paid-up members in the subchapter or majority fraction thereof.
2. Each subchapter shall be entitled to alternate delegates on the same basis and in the same manner as delegates, provided that an alternate may cast or vote only in the absence of the delegate.
3. Each subchapter shall be entitled to a number of votes equal to the number of delegates to which it is entitled, provided that each delegate or alternate is present.
4. No subchapter shall be permitted to grant, hold or exercise any proxy to vote at the annual meeting other than the delegates and alternates otherwise entitled to represent members as proxies under this provision.
5. Alternates shall have all of the privileges of delegates when acting for a delegate.
6. Delegates and alternates shall be accredited by their respective subchapter president prior to voting at the meeting.

4. Notice. Written notice of the place, date and time of the meeting of members shall be delivered not less than ten (10), nor more than fifty (50) days before the date of the meeting, either personally, by electronic transmission, or by regular mail, by or at the direction of the President, Secretary/ Treasurer or officers calling the meeting, to each member entitled to vote at the meeting. Such notice shall also be provided in the case of a special meeting, except that in such cases the notice shall also state the purpose or purposes of the special meeting.

G. FINANCE

1. The revenue of the corporation shall be derived from the annual membership dues and from such other sources as approved by a majority vote of the delegates at the annual Business Meeting of the members and, as are not inconsistent with the corporation's status as a non-profit corporation.
2. Fifteen percent (15%) of the corporate (State Chapter) dues of each full member (except retired, and student members) shall be returned to the subchapter of membership, for use by the subchapter as chapter activity grants. Such portion shall be payable within thirty (30) days of the deadline for International convention membership counts.
3. No dividends shall be paid and no part of the dues or other income shall be distributed to the members, directors or officers, except that the corporation may pay compensation in a reasonable amount of its members, directors or officers for services rendered, and may confer such non-monetary benefits upon its members as are in conformity with the corporate purpose.

H. BYLAWS

The delegates assembled at the annual Business Meeting shall adopt the initial Bylaws. Thereafter, the Bylaws may be amended by a majority vote of the delegates entitled to vote at the annual Business Meeting. Proposed amendments to the Bylaws must be submitted in writing to the Constitution and Bylaws Committee at least sixty (60) days prior to the commencement of the annual Business Meeting at which the amendment is to be proposed. The committee's chairperson shall send a copy of the proposed amendments to each subchapter president at least forty-five (45) days prior to said meeting. The Bylaws and any amendments may contain only such provisions for the regulation and management of the affairs of the corporation as are not inconsistent with these Articles, the law and the corporation's exempt status under section 501 (c) of the Internal Revenue Code.

In the event of the termination, dissolution, or winding up of the corporation in any manner or for any reason, no member, director or officer shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the corporation from any source, after the payment of all debts and obligations of the corporation, shall be used or distributed exclusively for purposes within the intendment of Section 501 (c) of the Internal Revenue Code as the same now exists or as it may be amended from time to time.

The street address of the corporation's initial registered office is, 317 West Main Street, Boise, Idaho 83735. The corporation's initial registered agent at such address is Kristy Gillihan.

These Articles may be amended in the manner provided by statute at the time of amendment, except where provided otherwise by the Bylaws and the Bylaws are not in conflict with the law. The Articles as amended may contain only such provisions as are lawful under the Idaho Nonprofit Corporation Act, and which are not inconsistent with the status of the corporation as a non-profit corporation and as an exempt corporation under Section 501 (c) of the Internal Revenue Code.

The names and addresses of the initial incorporators forming this corporation are as follows:

Gary Rahn, 202 Anton Avenue, Couer d'Alene, ID 83814
Ray Walker, 1069 S. Main, Bonners Ferry, ID 83805
Rodney Johnson, 202 Anton Avenue, Coeur d'Alene, ID 83814

In witness thereof we have signed and acknowledged these Articles of Incorporation on the Fifth day of May, 1984.

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BYLAWS
OF
THE IDAHO CHAPTER OF INTERNATIONAL ASSOCIATION OF WORKFORCE PROFESSIONALS, INCORPORATED

1. The amount of annual chapter dues shall be determined by a majority vote of the delegates in assembly at the annual Business Meeting.

1. Full membership - full State Chapter and International dues.
2. Student Membership - 25% of the full State Chapter dues rounded up to the nearest dollar plus the applicable International dues.
3. Retired Membership - The Retired Membership dues amount will be set by a majority vote of the Board of Directors.

2. Dues shall be payable to the Idaho Chapter by one of the following methods, at the election of the individual member, i.e.,

1. Payroll deduction in an amount sufficient to provide full payment of International dues within the first six (6) months of new membership; or,
2. Payroll deduction and cash payment of current annual International dues; or,
3. Payment of the full state chapter and International dues. Annualized dues paid after October 1 of any calendar year by new members shall be deemed to pay dues for the remainder of the current calendar year and the full calendar year immediately following.

3. For purposes of dues, full members shall be those persons defined in Article I Section C-1 of these Bylaws, who as of January 1 of each calendar year, either:

1. Have a current payroll deduction agreement as supplied by the Chapter Secretary/Treasurer on file with the Chapter Secretary/Treasurer and the Department of Labor, or;
2. Have paid that year's dues as established in Article II Section B-3 of these Bylaws.

The Chapter Secretary/Treasurer shall declare any member not fulfilling one of these options by January 31 of each calendar year delinquent.

4. Delinquent full and retired members, as declared per Article II Section C of these Bylaws, shall be barred from voting in elections of the chapter or subchapter, certification to International, and establishment of voting strength in the annual Business Meeting and, shall not be counted until evidence of compliance with Article II Section C of these Bylaws is presented to the Chapter Secretary/Treasurer. In addition, delinquent members in full status shall be barred from holding office in the chapter or subchapter and shall not be counted in establishment of subchapter activity grants.
5. Special assessments may be levied by a two-thirds (2/3) majority of all delegates in attendance at the annual Business Meeting.
6. Dues payments shall be deposited in the general funds of the chapter and shall be disbursed as directed by the State Chapter Articles of Incorporation and Bylaws.
7. Payment by the chapter to the International Association shall be made as required by the International Association's Constitution, Bylaws and Rules, and shall be paid from general funds of the chapter.

1. ELECTION

Except for the Immediate Past President, serving by virtue of previous election, the officers of the corporation, as set forth in the Articles of Incorporation, shall be elected annually by the members through their delegates in attendance at the annual Business Meeting of the members.

1. The nomination and election of officers of the corporation (Idaho Chapter) and International District Representative Elect (when applicable) shall be held separately and completed in the following order: President, President Elect, Vice President, Secretary/Treasurer and International District Representative Elect.
2. Election of corporate officers (Idaho Chapter) shall be held by a roll call vote of the subchapters. Candidates receiving a simple majority of vote's cast shall have been duly elected.
3. Nominations shall remain open until the president is satisfied that all delegates have had the opportunity to place their candidates before the annual Business Meeting.

2. DUTIES AND AUTHORITY OF OFFICERS

1. The President shall:

1. Be the chief administrative officer of the corporation (Idaho Chapter).
2. Preside over all Board of Directors meetings, the annual Business Meeting and act as the official spokesman of the corporation (Idaho Chapter).
3. Appoint all committees except those otherwise provided for and make temporary appointments to vacant appointments.
4. Keep subchapters informed of International and corporation (Idaho Chapter) activities and provide leadership for the organization.
5. Prepare a written report for presentation to the annual State Educational Conference of his/her term of office, including recommendations for the good of the corporation (Idaho Chapter).
6. Work closely with the President Elect.
7. Shall be authorized to sign checks in the absence of the Secretary\Treasurer.
8. In the event vacancies occur, which are not filled through provisions of these Bylaws, the President shall fill these vacancies by appointment.

2. The President Elect shall:

1. In the absence of the President, temporary or permanent, perform all the duties of the President.
2. At the discretion of the President, may assume some of the duties of the President.
3. In the event the office of President becomes vacant before the end of his/her term, the President Elect shall succeed to the office of President.

3. The Vice President shall:

1. In the absence of the President Elect, temporary or permanent, perform all the duties of the President Elect.
2. Serve as corporation (Idaho Chapter) membership chairperson responsible for developing new and renewal membership plans and drives.
3. In the event this office becomes vacant, the President shall appoint a successor, with the approval of the Board of Directors, to fill the unexpired term.
4. In the event the office of President Elect becomes vacant before the end of his/her term, the Vice President shall succeed to the office of President Elect.
5. Serve as Parliamentarian to act as an advisor in all matters of parliamentary procedure pertaining to the corporation.

4. The Secretary/Treasurer Shall:

1. Document into permanent record a transcript of all corporate (Idaho Chapter) conferences, institutes, executive board meetings, and all other corporate (Idaho Chapter) meetings and shall maintain a permanent file of all corporate (Idaho Chapter) business.
2. Keep registers of the membership; collect and deposit dues and assessments; disburse funds at the direction of the President; maintain a current account of all financial transactions of the corporation (Idaho Chapter); and notify the Vice President of the Corporation (Idaho Chapter) membership, monthly.
3. Deposit all corporate (Idaho Chapter) funds in a bank or banks at the direction of the Board of Directors. Sign checks to distribute authorized disbursements.
4. Maintain books and accounts in a current state of readiness for examination and audit at all times and shall submit a financial statement to the President and Board of Directors at least three times a year; at the State Educational Conference, campstitute and the winter board meeting. The Secretary/Treasurer shall also submit a financial report, when requested by the President, stating budgeted amounts, expenditures, and balances in each of the budget categories.
5. Deliver to succeeding Secretary/Treasurer, all records, monies and accounts at close of his/her term of office and a complete transcript of the annual State Educational Conference activities, institutes and other meetings at close of his/her term.

5. The Immediate Past President shall:

1. Be a member of the Board of Directors.
2. Act as chairperson for the Nomination committee.
3. Perform any duties as assigned by the President.

3. TERM

The officers shall serve for one administrative year and assume their responsibilities immediately after the close of the annual State Educational Conference each year.

4. ADDITIONAL APPOINTED OFFICERS

1. Historian

The President shall appoint a Historian who shall be responsible for:

1. Collecting and editing material from the Immediate past President and Idaho District Representative (when applicable) for inclusion in the history.
2. Writing and documenting other pertinent historical information for the history.
3. Ensuring printing and distribution of updates to the history.

2. Sergeant-at-Arms

The President shall appoint a Sergeant-at-Arms who shall be responsible for maintaining order at all official corporate (Idaho Chapter) meetings.

3. Parliamentarian

The President shall appoint a Parliamentarian to act as an advisor in all matters of parliamentary procedure pertaining to the corporation during the Board of Directors meetings and the Annual General Membership Business meeting.

1. BOUNDARIES

Subchapter boundaries are as follows:

1. The Panhandle Subchapter shall consist of Boundary, Bonner, Kootenai, Shoshone and Benewah Counties.
2. The Seaport Subchapter shall consist of Latah, Nez Perce, Lewis, Clearwater and Idaho Counties.
3. The Treasure Valley Subchapter shall consist of Adams, Washington, Payette, Gem, Boise, Canyon and Owyhee Counties, and West Ada County.
4. The Les Bois Subchapter shall consist of Elmore and Valley Counties and East Ada County, including the State Central Office.
5. The Sawtooth and Sage Subchapter shall consist of Camas, Blaine, Gooding, Lincoln, Jerome, Twin Falls, Cassia and Minidoka Counties.
6. The Russett Realm Subchapter shall consist of Lemhi, Custer, Butte, Clark, Fremont, Teton, Madison, Jefferson, Bonneville, Bingham, Caribou, Bannock, Bear Lake, Franklin, Power and Oneida Counties.

2. OFFICERS OF SUBCHAPTERS

1. Subchapter elections shall be held at least thirty (30) days prior to the annual Business Meeting of members and the results immediately forwarded to the corporate Secretary/Treasurer.
2. Subchapter officers shall be installed at the annual State Educational Conference when possible. Subchapter Presidents shall be elected for two-year (2) terms as follows: Even years: Seaport, Les Bois, Russett Realm. Odd years: Panhandle, Treasurer Valley and Sawtooth and Sage.
3. Subchapter Presidents shall keep the President informed of all activities involving their subchapter.

1. COMMITTEE ORGANIZATION

1. Board of Directors

In addition to the duties and authority set forth in Article Five of the Articles of Incorporation, the Board of Directors shall:

1. Convene periodically to conduct corporation (Idaho Chapter) business and at the pleasure of the President or the request of five (5) members but at least immediately prior to the annual State Educational Conference.
2. Comply with all requirements of the Articles of Incorporation and Bylaws.
3. Individually keep the President informed of activities involving their area of responsibility and give recommendations as to possible action necessary.
4. Review and accept or reject audits and/or reports of financial conditions of the corporation (Idaho Chapter).
5. Prepare, distribute and maintain a corporate (Idaho Chapter) policy manual.
6. Appoint other committees in accordance with Section B below.

2. Budget and Finance Committee

The Budget and Finance Committee shall be made up of the, the Idaho Chapter President, President Elect, Vice President, and Secretary/Treasurer. The duties of the committee shall be to: prepare an annual budget proposal for the ensuing year in sufficient time to be presented to the Board of Directors for action prior to presentation to the annual Business Meeting of members. Approval at the annual Business Meeting of members shall be made by two-thirds (2/3) majority vote of the members (delegates) at the meeting with voting rights.

3. Audit Committee

The Audit Committee shall be appointed by the President and serve a term of one (1) year. This committee shall make an annual audit of the books of the Secretary/Treasurer and prepare a written report for presentation to the annual Business Meeting of the members. The committee shall make additional audits by direction of the Board of Directors.

4. Articles and Bylaws Committee

This Committee shall consist of all members of the Board of Directors of this Chapter and be chaired by the President Elect. The Committee shall receive proposed amendments, review such proposals for conformity to the International Constitution and Bylaws, evaluate such proposals, and publish same with recommendations for action at least thirty (30) days prior to the annual Business Meeting, in the appropriate issue of IAWP ITEMS. A quorum of six (6) shall be necessary for action by this Committee.

5. Publication Committee

The Publication Committee shall work closely with the President, Board of Directors, and committee chairs to publish a periodical and distribute a copy to each paid-up member on at least a bimonthly basis.

6. Membership Committee

The committee shall consist of the Vice President as chairperson and the Vice President's of each subchapter. The committee, working closely with the President and Board of Directors, shall be responsible for the development of new and renewal membership plans and drives.

2. APPOINTMENTS AND ELECTION OF COMMITTEES

1. All of the committees, except as otherwise provided by the Bylaws, shall be appointed by the President and confirmed by a resolution adopted by a majority of the Board of Directors at which a quorum is present.
2. The Board of Directors consists of the State Officers of the corporation, and the Subchapter Presidents, through their election to said corporate and subchapter offices.

A meeting of members of the corporation shall be held annually at the time and location chosen by the Board of Directors.

Robert's Rules of Order, revised shall govern the proceedings of all meetings of the corporate membership at the annual Business Meeting, and all Board of Directors and subchapters meetings.

The corporation shall not incur or cause to be incurred, any liabilities or obligations which shall subject to liability any subchapter or member.