Idaho Code § 30-27-128 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-128
30-27-128 WINDING UP AND TERMINATION.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-128. WINDING UP AND TERMINATION. Winding up and termination of an unincorporated nonprofit association must proceed in accordance with the following rules:

(1) All known debts and liabilities must be paid or adequately provided for.

(2) Any property subject to a condition requiring return to the person designated by the donor must be transferred to that person.

(3) Any property subject to a trust must be distributed in accordance with the trust agreement.

(4) Any remaining property must be distributed as follows:

(A) As required by law other than this chapter that requires assets of an association to be distributed to another person with similar nonprofit purposes;

(B) In accordance with the association's governing principles or in the absence of applicable governing principles, to the members of the association per capita or as the members direct; or

(C) If neither paragraph (A) nor (B) of this subsection apply, as provided in chapter 5, title 14, Idaho Code.

History:

[30-27-128, added 2015, ch. 243, sec. 53, p. 900.]
Idaho Code § 30-30-1102 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1102
30-30-1102 INSPECTION OF RECORDS BY MEMBERS.
Status: in_force

PART 11

RECORDS AND REPORTS

30-30-1102. Inspection of records by members. (1) Subject to subsection (5) of this section and section 30-30-1103(3), Idaho Code, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in section 30-30-1101(5), Idaho Code, if the member gives the corporation written notice or a written demand at least fifteen (15) business days before the date on which the member wishes to inspect and copy.

(2) Subject to paragraph (c) of this subsection, a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and gives the corporation written notice at least fifteen (15) business days before the date on which the member wishes to inspect and copy:

(a) Excerpts from any records required to be maintained under section 30-30-1101(1), Idaho Code, to the extent not subject to inspection under subsection (1) of this section;

(b) Accounting records of the corporation; and

(c) Subject to section 30-30-1104, Idaho Code, the membership list.

(3) A member may inspect and copy the records identified in subsection (2) of this section only if:

(a) The member's demand is made in good faith and for a proper purpose reasonably related to the member's interest as a member of the corporation;

(b) The member describes with reasonable particularity the purpose and the records the member desires to inspect;

(c) The records are directly connected with this purpose; and

(d) The board of directors shall determine whether a member's request is for a proper purpose.

(4) The provisions of this section do not affect:

(a) The right of a member to inspect records under section 30-30-509, Idaho Code, or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

(b) The board of directors may restrict or deny inspection of personnel and employment records and confidential attorney-client communications if it determines that such restriction or denial of access to said records or information is in the best interests of the corporation.

(5) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.

History:

[30-30-1102, added 2015, ch. 243, sec. 84, p. 1004.]
Idaho Code § 30-29-1601 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1601
30-29-1601 CORPORATE RECORDS.
Status: in_force

PART 16

RECORDS AND REPORTS

30-29-1601. CORPORATE RECORDS. (a) A corporation shall maintain the following records:

(1) Its articles of incorporation as currently in effect;

(2) Any notices to shareholders referred to in section 30-29-120(d)(5), Idaho Code, specifying facts on which a filed document is dependent if those facts are not included in the articles of incorporation or otherwise available as specified in section 30-29-120(d)(5), Idaho Code;

(3) Its bylaws currently in effect;

(4) All written communications within the past three (3) years to shareholders generally;

(5) Minutes of all meetings of, and records of all actions taken without a meeting by, its shareholders, its board of directors, and board committees established under section 30-29-825, Idaho Code;

(6) A list of the names and business addresses of its current directors and officers; and

(7) Its most recent annual report delivered to the secretary of state pursuant to section 30-21-213, Idaho Code.

(b) A corporation shall maintain all annual financial statements prepared for the corporation for its last three (3) fiscal years, or such shorter period of existence, and any audit or other reports with respect to such financial statements.

(c) A corporation shall maintain accounting records in a form that permits preparation of its financial statements.

(d) A corporation shall maintain a record of its current shareholders in alphabetical order by class or series of shares showing the number and class or series of shares held by each shareholder. Nothing contained in this subsection shall require the corporation to include in such record the electronic mail address or other electronic contact information of a shareholder.

(e) A corporation shall maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time.

History:

[30-29-1601, added 2015, ch. 243, sec. 71, p. 963; am. 2017, ch. 58, sec. 12, p. 108; am. 2019, ch. 90, sec. 159, p. 328.]
Idaho Code § 30-1613 — Idaho Code / Title 30 / Chapter 16 / Section 30-1613
30-1613 ELECTION.
Status: in_force

30-1613. Election. Any publicly held corporation which meets the requirements specified in section 30-1601(12)(b)(i), (ii) and (iii), Idaho Code, may, by action of its board of directors, adopt an amendment to its bylaws electing to be subject to this chapter, provided such corporation has one thousand (1,000) or more shareholders of record in this state, and thereby shall be subject to the provisions of this chapter as an issuing public corporation.

History:

[30-1613, added 1988, ch. 84, sec. 2, p. 158.]
Idaho Code § 30-25-108 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-108
30-25-108 NATURE, PURPOSE AND DURATION OF LIMITED LIABILITY COMPANY.
Status: in_force

PART 1

GENERAL PROVISIONS

30-25-108. NATURE, PURPOSE AND DURATION OF LIMITED LIABILITY COMPANY. (a) A limited liability company is an entity distinct from its member or members.

(b) A limited liability company may have any lawful purpose.

(c) A limited liability company has perpetual duration.

History:

[30-25-108, added 2015, ch. 243, sec. 43, p. 875.]
Idaho Code § 30-24-605 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-605
30-24-605 EFFECT OF DISSOCIATION AS GENERAL PARTNER.
Status: in_force

PART 6

DISSOCIATION

30-24-605. EFFECT OF DISSOCIATION AS GENERAL PARTNER. (a) If a person is dissociated as a general partner:

(1) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates;

(2) The person's duties and obligations as a general partner under section 30-24-409, Idaho Code, end with regard to matters arising and events occurring after the person's dissociation;

(3) The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership that states the person has dissociated as a general partner; and

(4) Subject to section 30-24-704, Idaho Code, and chapter 22, title 30, Idaho Code, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.

(b) A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners that the person incurred while a general partner.

History:

[30-24-605, added 2015, ch. 243, sec. 38, p. 860.]
Idaho Code § 30-24-408 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-408
30-24-408 REIMBURSEMENT — INDEMNIFICATION — ADVANCEMENT — INSURANCE.
Status: in_force

PART 4

GENERAL PARTNERS

30-24-408. REIMBURSEMENT — INDEMNIFICATION — ADVANCEMENT — INSURANCE. (a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the partnership, if the general partner complied with sections 30-24-406, 30-24-409 and 30-24-504, Idaho Code, in making the payment.

(b) A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of section 30-24-406, 30-24-409 or 30-24-504, Idaho Code.

(c) In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section.

(d) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under section 30-24-105(c)(8), Idaho Code, the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.

History:

[30-24-408, added 2015, ch. 243, sec. 36, p. 853.]
Idaho Code § 30-24-501 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-501
30-24-501 FORM OF CONTRIBUTION.
Status: in_force

PART 5

CONTRIBUTIONS AND DISTRIBUTIONS

30-24-501. FORM OF CONTRIBUTION. A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.

History:

[30-24-501, added 2015, ch. 243, sec. 37, p. 854.]
Idaho Code § 30-30-705 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-705
30-30-705 ARTICLES OF AMENDMENT.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-705. Articles of amendment. A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth:

(1) The name of the corporation;

(2) The text of each amendment adopted;

(3) The date of each amendment's adoption;

(4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

(5) If approval by members was required:

(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and

(b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.

(6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-801, Idaho Code, a statement that the approval was obtained.

History:

[30-30-705, added 2015, ch. 243, sec. 80, p. 995.]
Idaho Code § 30-21-809 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-809
30-21-809 CANCELLATION OF CERTIFICATE.
Status: in_force

PART 8

ASSUMED BUSINESS NAMES

30-21-809. CANCELLATION OF CERTIFICATE. (a) A person who discontinues use of an assumed business name may cancel its certificate of assumed business name by filing with the secretary of state a certificate of cancellation in a form prescribed by the secretary of state. The form may be in any medium permitted by the secretary of state.

(b) The certificate of cancellation shall be executed in the same manner as required for a certificate of assumed business name.

History:

[30-21-809, added 2015, ch. 243, sec. 14, p. 784.]
Idaho Code § 30-24-701 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-701
30-24-701 NATURE OF TRANSFERABLE INTEREST.
Status: in_force

PART 7

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-24-701. NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property.

History:

[30-24-701, added 2015, ch. 243, sec. 39, p. 861.]
Idaho Code § 30-25-109 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-109
30-25-109 POWERS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-25-109. POWERS. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

History:

[30-25-109, added 2015, ch. 243, sec. 43, p. 875.]
Idaho Code § 30-30-708 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-708
30-30-708 AMENDMENT OF BYLAWS BY DIRECTORS.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-708. Amendment of bylaws by directors. If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws subject to any approval required pursuant to section 30-30-801, Idaho Code. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

History:

[30-30-708, added 2015, ch. 243, sec. 80, p. 996.]
Idaho Code § 30-24-101 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-101
30-24-101 SHORT TITLE.
Status: in_force

PART 1

GENERAL PROVISIONS

30-24-101. SHORT TITLE. This chapter may be cited as the Idaho Uniform Limited Partnership Act.

History:

[30-24-101, added 2015, ch. 243, sec. 33, p. 838.]
Idaho Code § 30-29-709 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-709
30-29-709 REMOTE PARTICIPATION IN SHAREHOLDERS' MEETINGS.
Status: in_force

PART 7

SHAREHOLDERS

30-29-709. remote participation in shareholders' meetings. (a) Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation as a shareholder by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b) of this section.

(b) Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures:

(1) To verify that each person participating remotely as a shareholder is a shareholder; and

(2) To provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrent with such proceedings.

History:

[30-29-709, added 2019, ch. 90, sec. 51, p. 257.]
Idaho Code § 30-25-302 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-302
30-25-302 STATEMENT OF AUTHORITY.
Status: in_force

PART 3

RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY

30-25-302. STATEMENT OF AUTHORITY. (a) A limited liability company may deliver to the secretary of state for filing a statement of authority. The statement:

(1) Must include the name of the company and the information required by section 30-21-404(a), Idaho Code;

(2) With respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to:

(A) Execute an instrument transferring real property held in the name of the company; or

(B) Enter into other transactions on behalf of, or otherwise act for or bind, the company; and

(3) May state the authority, or limitations on the authority, of a specific person to:

(A) Execute an instrument transferring real property held in the name of the company; or

(B) Enter into other transactions on behalf of, or otherwise act for or bind, the company.

(b) To amend or cancel a statement of authority filed by the secretary of state, a limited liability company must deliver to the secretary of state for filing an amendment or cancellation stating:

(1) The name of the company;

(2) The information required by section 30-21-404(a), Idaho Code;

(3) The date the statement being affected became effective; and

(4) The contents of the amendment or a declaration that the statement is canceled.

(c) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members.

(d) Subject to subsection (c) of this section and section 30-25-103(d), Idaho Code, and except as otherwise provided in subsections (f), (g) and (h) of this section, a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of any person's knowledge or notice of the limitation.

(e) Subject to subsection (c) of this section, a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value:

(1) The person has knowledge to the contrary;

(2) The statement has been canceled or restrictively amended under subsection (b) of this section; or

(3) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.

(f) Subject to subsection (c) of this section, an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:

(1) The statement has been canceled or restrictively amended under subsection (b) of this section; or

(2) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.

(g) Subject to subsection (c) of this section, if an effective statement of authority contains a limitation on the authority to transfer real property held in the name of a limited liability company, all persons are deemed to know of the limitation.

(h) Subject to subsection (i) of this section, an effective statement of dissolution or termination is a cancellation of any filed statement of authority for the purposes of subsection (f) of this section and is a limitation on authority for the purposes of subsection (g) of this section.

(i) After a statement of dissolution becomes effective, a limited liability company may deliver to the secretary of state for filing a statement of authority that is designated as a post-dissolution statement of authority. The statement operates as provided in subsections (f) and (g) of this section.

(j) Unless earlier canceled, an effective statement of authority is canceled by operation of law five (5) years after the date on which the statement, or its most recent amendment, becomes effective.

(k) An effective statement of denial operates as a restrictive amendment under this section.

History:

[30-25-302, added 2015, ch. 243, sec. 45, p. 878.]
Idaho Code § 30-29-206 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-206
30-29-206 BYLAWS.
Status: in_force

PART 2

INCORPORATION

30-29-206. bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

(b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.

(c) The bylaws may contain one (1) or both of the following provisions:

(1) A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one (1) or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and

(2) A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures and conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.

(d) Notwithstanding section 30-29-1020(b)(2), Idaho Code, the shareholders in amending, repealing, or adopting a bylaw described in subsection (c) of this section may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw to provide for a reasonable, practical, and orderly process.

History:

[30-29-206, added 2015, ch. 243, sec. 57, p. 907; am. 2019, ch. 90, sec. 20, p. 240.]
Idaho Code § 30-14-203 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-203
30-14-203 ADDITIONAL EXEMPTIONS AND WAIVERS.
Status: in_force

PART 2.

EXEMPTIONS FROM REGISTRATION OF SECURITIES

30-14-203. Additional exemptions and waivers. (1) A rule adopted or an order issued under this chapter may exempt a security, transaction or offer.

(2) A rule adopted under this chapter may exempt a class of securities, transactions or offers from any or all of the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and section 30-14-504, Idaho Code.

(3) An order issued under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under sections 30-14-201 and 30-14-202, Idaho Code.

History:

[30-14-203, added 2004, ch. 45, sec. 2, p. 184.]
Idaho Code § 30-22-402 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-402
30-22-402 PLAN OF CONVERSION.
Status: in_force

PART 4

CONVERSION

30-22-402. PLAN OF CONVERSION. (a) A domestic entity may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain:

(1) The name and type of entity of the converting entity;

(2) The name, jurisdiction of formation, and type of entity of the converted entity;

(3) The manner of converting the interests in the converting entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;

(4) The proposed public organic record of the converted entity if it will be a filing entity;

(5) The full text of the private organic rules of the converted entity that are proposed to be in a record;

(6) The other terms and conditions of the conversion; and

(7) Any other provision required by the law of this state or the organic rules of the converting entity.

(b) In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited by law.

History:

[30-22-402, added 2015, ch. 243, sec. 20, p. 798.]
Idaho Code § 30-29-1406 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1406
30-29-1406 KNOWN CLAIMS AGAINST DISSOLVED CORPORATION.
Status: in_force

PART 14

DISSOLUTION

30-29-1406. KNOWN CLAIMS AGAINST DISSOLVED CORPORATION. (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.

(b) The written notice must:

(1) Describe information that must be included in a claim;

(2) Provide a mailing address where a claim may be sent;

(3) State the deadline, which may not be fewer than one hundred twenty (120) days after the written notice is effective, by which the dissolved corporation shall receive the claim; and

(4) State that the claim will be barred if not received by the deadline.

(c) A claim against the dissolved corporation is barred:

(1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or

(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days after the rejection notice is effective.

(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

History:

[30-29-1406, added 2015, ch. 243, sec. 69, p. 958; am. 2019, ch. 90, sec. 150, p. 322.]
Idaho Code § 30-25-601 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-601
30-25-601 POWER TO DISSOCIATE AS MEMBER — WRONGFUL DISSOCIATION.
Status: in_force

PART 6

DISSOCIATION

30-25-601. POWER TO DISSOCIATE AS MEMBER — WRONGFUL DISSOCIATION. (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 30-25-602(1), Idaho Code.

(b) A person's dissociation as a member is wrongful only if the dissociation:

(1) Is in breach of an express provision of the operating agreement; or

(2) Occurs before the completion of the winding up of the limited liability company and:

(A) The person withdraws as a member by express will;

(B) The person is expelled as a member by judicial order under section 30-25-602(6), Idaho Code;

(C) The person is dissociated under section 30-25-602(8), Idaho Code; or

(D) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.

(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 30-25-801, Idaho Code, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the member to the company or the other members.

History:

[30-25-601, added 2015, ch. 243, sec. 48, p. 888.]
Idaho Code § 30-21-206 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-206
30-21-206 DUTY OF SECRETARY OF STATE TO FILE — REVIEW OF REFUSAL TO FILE.
Status: in_force

PART 2

FILING

30-21-206. DUTY OF SECRETARY OF STATE TO FILE — REVIEW OF REFUSAL TO FILE. (a) The secretary of state shall file an entity filing delivered to the secretary of state for filing that satisfies this act. The duty of the secretary of state under this section is ministerial.

(b) When the secretary of state files an entity filing, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing an entity filing, the secretary of state shall deliver to the person that submitted the filing a copy of the filing with an acknowledgment of the date and time of filing.

(c) If the secretary of state refuses to file an entity filing, the secretary of state, not later than five (5) business days after the filing is delivered, shall:

(1) Return the entity filing or notify the person that submitted the filing of the refusal; and

(2) Provide a brief explanation in a record of the reason for the refusal.

(d) If the secretary of state refuses to file an entity filing, the person that submitted the filing may petition the district court to compel its filing. The filing and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

(e) The filing of or refusal to file an entity filing does not:

(1) Affect the validity or invalidity of the filing in whole or in part; or

(2) Create a presumption that the information contained in the filing is correct or incorrect.

History:

[30-21-206, added 2015, ch. 243, sec. 8, p. 764.]
Idaho Code § 30-30-802 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-802
30-30-802 APPROVAL OF PLAN OF MERGER.
Status: in_force

PART 8

MERGER AND MEMBERSHIP EXCHANGES

30-30-802. Approval of plan of merger. (1) One (1) or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 30-30-803, Idaho Code.

(2) The plan of merger must set forth:

(a) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;

(b) The terms and conditions of the planned merger;

(c) The manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or part.

(3) The plan of merger may set forth:

(a) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and

(b) Other provisions relating to the planned merger.

History:

[30-30-802, added 2015, ch. 243, sec. 81, p. 997.]
Idaho Code § 30-30-610 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-610
30-30-610 VACANCY ON BOARD.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-610. Vacancy on board. (1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;

(b) The board of directors may fill the vacancy; or

(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(3) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.

(4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 30-30-607(2), Idaho Code, or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

History:

[30-30-610, added 2015, ch. 243, sec. 79, p. 987.]
Idaho Code § 30-21-604 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-604
30-21-604 JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT.
Status: in_force

PART 6

ADMINISTRATIVE DISSOLUTION

30-21-604. JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT. (a) If the secretary of state denies a domestic filing entity's application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial.

(b) Within thirty (30) days after service of a notice of denial of reinstatement under subsection (a) of this section, an entity may appeal from the denial by petitioning the district court of Ada county to set aside the dissolution. The petition must be served on the secretary of state and contain a copy of the secretary of state's notice of dissolution, the company's application for reinstatement, and the secretary of state's notice of denial.

(c) The district court may, if grounds exist, order the secretary of state to reinstate a dissolved entity or take other action the court considers appropriate.

History:

[30-21-604, added 2015, ch. 243, sec. 12, p. 781.]
Idaho Code § 30-1520 — Idaho Code / Title 30 / Chapter 15 / Section 30-1520
30-1520 SHORT TITLE.
Status: in_force

30-1520. Short title. This chapter shall be known and may be cited as the "Idaho Commodity Code."

History:

[30-1520, added 1989, ch. 414, sec. 1, p. 1017.]
Idaho Code § 30-29-1603 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1603
30-29-1603 SCOPE OF INSPECTION RIGHT.
Status: in_force

PART 16

RECORDS AND REPORTS

30-29-1603. scope of inspection right. (a) A shareholder may appoint an agent or attorney to exercise the shareholder's inspection and copying rights under section 30-29-1602, Idaho Code.

(b) The corporation may, if reasonable, satisfy the right of a shareholder to copy records under section 30-29-1602, Idaho Code, by furnishing to the shareholder copies by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission.

(c) The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under section 30-29-1602(b)(4), Idaho Code, by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.

(d) The corporation may impose a reasonable charge to cover the costs for providing copies of documents to the shareholder that may be based on an estimate of such costs.

History:

[30-29-1603, added 2015, ch. 243, sec. 71, p. 965; am. 2019, ch. 90, sec. 161, p. 330.]
Idaho Code § 30-30-509 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-509
30-30-509 MEMBERS' LIST FOR MEETING.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-509. Members' list for meeting. (1) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.

(2) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member or a member's agent or attorney is entitled on written demand to inspect and, subject to the limitations of sections 30-30-1102(3) and 30-30-1104, Idaho Code, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.

(3) The corporation shall make the list of members available at the meeting, and any member or a member's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

(4) If the corporation refuses to allow a member or a member's agent or attorney to inspect the list of members before or at the meeting or copy the list as permitted by subsection (2) of this section, the district court of the county where a corporation's principal office is located, or if none in this state, Ada county, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs, including reasonable attorney's fees, incurred to obtain the order.

(5) Unless a written demand to inspect and copy a membership list has been made under subsection (2) of this section prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.

(6) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.

History:

[30-30-509, added 2015, ch. 243, sec. 78, p. 981.]
Idaho Code § 30-23-505 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-505
30-23-505 POWER OF LEGAL REPRESENTATIVE OF DECEASED PARTNER.
Status: in_force

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-23-505. POWER OF LEGAL REPRESENTATIVE OF DECEASED PARTNER. If a partner dies, the deceased partner's legal representative may exercise:

(1) The rights of a transferee provided in section 30-23-503(c), Idaho Code; and

(2) For purposes of settling the estate, the rights the deceased partner had under section 30-23-408, Idaho Code.

History:

[30-23-505, added 2015, ch. 243, sec. 27, p. 824.]
Idaho Code § 30-29-748 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-748
30-29-748 SHAREHOLDER ACTION TO APPOINT A CUSTODIAN OR RECEIVER.
Status: in_force

PART 7

SHAREHOLDERS

30-29-748. shareholder action to appoint a custodian or receiver. (a) The Idaho district court of the county where a corporation's principal office is located, or, if none in this state, Ada county, may appoint one (1) or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that:

(1) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or

(2) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.

(b) The court:

(1) May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;

(2) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and

(3) Has jurisdiction over the corporation and all of its property, wherever located.

(c) The court may appoint an individual, or domestic or foreign corporation registered to do business in this state, as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.

(d) The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:

(1) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and

(2) A receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and may sue and defend in the receiver's own name as receiver in all courts of this state.

(e) The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.

(f) The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.

(g) As used in this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.

History:

[30-29-748, added 2019, ch. 90, sec. 71, p. 268.]
Idaho Code § 30-29-729 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-729
30-29-729 INSPECTORS OF ELECTION.
Status: in_force

PART 7

SHAREHOLDERS

30-29-729. INSPECTORS OF ELECTION. (a) A corporation that has a class of equity securities registered pursuant to section 12 of the securities exchange act of 1934 shall, and any other corporation may, appoint one (1) or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector's ability. An inspector may be an officer or employee of the corporation. The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection (b) of this section, and may rely on information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted.

(b) The inspectors shall:

(1) Ascertain the number of shares outstanding and the voting power of each;

(2) Determine the shares represented at a meeting;

(3) Determine the validity of proxy appointments and ballots;

(4) Count the votes; and

(5) Make a written report of the results.

(c) In performing their duties, the inspectors may examine:

(1) The proxy appointment forms and any other information provided in accordance with section 30-29-722(b), Idaho Code;

(2) Any envelope or related writing submitted with those appointment forms;

(3) Any ballots;

(4) Any evidence or other information specified in section 30-29-724, Idaho Code; and

(5) The relevant books and records of the corporation relating to its shareholders and their entitlement to vote, including any securities position list provided by a depository clearing agency.

(d) The inspectors may also consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection (b) of this section including for the purpose of evaluating inconsistent, incomplete, or erroneous information and reconciling information submitted on behalf of banks, brokers, their nominees, or similar persons that indicates more votes being cast than a proxy authorized by the record shareholder is entitled to cast. If the inspectors consider other information allowed by this subsection, they shall in their report under subsection (b)of this section specify the information considered by them, including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors' belief that such information is relevant and reliable.

(e) Determinations of law by the inspectors of election are subject to de novo review by a court in a proceeding under section 30-29-749, Idaho Code, or other judicial proceeding.

History:

[30-29-729, added 2015, ch. 243, sec. 62, p. 923; am. 2019, ch. 90, sec. 61, p. 262.]
Idaho Code § 30-21-104 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-104
30-21-104 DELIVERY OF RECORD.
Status: in_force

PART 1

PRELIMINARY PROVISIONS

30-21-104. delivery of record. (a) Except as otherwise provided in this act, permissible means of delivery of a record includes delivery by hand, mail, conventional commercial practice, and electronic transmission.

(b) Delivery to the secretary of state is effective only when a record is received by the secretary of state.

History:

[30-21-104, added 2015, ch. 243, sec. 7, p. 763.]
Idaho Code § 30-27-111 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-111
30-27-111 SERVICE OF PROCESS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-111. service of process. In an action or proceeding against an unincorporated nonprofit association, process may be served on an agent authorized by appointment to receive service of process, on a manager of the association, or in any other manner authorized by the law of this state.

History:

[30-27-111, added 2015, ch. 243, sec. 53, p. 899.]
Idaho Code § 30-1507 — Idaho Code / Title 30 / Chapter 15 / Section 30-1507
30-1507 SECURITIES STATUTES UNAFFECTED.
Status: in_force

30-1507. Securities statutes unaffected. Nothing in this chapter shall impair, derogate or otherwise affect the authority or powers of the director under the Idaho securities act or the application of any provision thereof to any person or transaction subject thereto.

History:

[30-1507, added 1989, ch. 414, sec. 1, p. 1011.]
Idaho Code § 30-25-504 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-504
30-25-504 POWER OF LEGAL REPRESENTATIVE OF DECEASED MEMBER.
Status: in_force

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-25-504. POWER OF LEGAL REPRESENTATIVE OF DECEASED MEMBER. If a member dies, the deceased member's legal representative may exercise:

(1) The rights of a transferee provided in section 30-25-502(c), Idaho Code; and

(2) For the purposes of settling the estate, the rights the deceased member had under section 30-25-410, Idaho Code.

History:

[30-25-504, added 2015, ch. 243, sec. 47, p. 888.]
Idaho Code § 30-25-110 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-110
30-25-110 APPLICATION TO EXISTING RELATIONSHIPS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-25-110. APPLICATION TO EXISTING RELATIONSHIPS. (a) Before July 1, 2017, this chapter governs only:

(1) A limited liability company formed on or after July 1, 2015; and

(2) Except as otherwise provided in subsection (c) of this section, a limited liability company formed before July 1, 2015, that elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.

(b) Except as otherwise provided in subsection (c) of this section, on and after July 1, 2017, this chapter governs all limited liability companies.

(c) For purposes of applying this chapter to a limited liability company formed before July 1, 2008:

(1) The company's articles of organization are deemed to be the company's certificate of organization; and

(2) For purposes of applying section 30-25-102(a)(7), Idaho Code, and subject to section 30-25-107(d), Idaho Code, language in the company's articles of organization designating the company's management structure operates as if that language were in the operating agreement.

History:

[30-25-110, added 2015, ch. 243, sec. 43, p. 875; am. 2021, ch. 321, sec. 6, p. 949.]
Idaho Code § 30-29-1440 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1440
30-29-1440 DEPOSIT WITH STATE TREASURER.
Status: in_force

PART 14

DISSOLUTION

30-29-1440. deposit with state treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state.

History:

[30-29-1440, added 2015, ch. 243, sec. 69, p. 963.]
Idaho Code § 30-24-201 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-201
30-24-201 FORMATION OF LIMITED PARTNERSHIP — CERTIFICATE OF LIMITED PARTNERSHIP.
Status: in_force

PART 2

FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

30-24-201. FORMATION OF LIMITED PARTNERSHIP — CERTIFICATE OF LIMITED PARTNERSHIP. (a) To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing.

(b) A certificate of limited partnership must state:

(1) The name of the limited partnership, which must comply with sections 30-21-301 and 30-21-302(b), Idaho Code;

(2) The street and mailing addresses of the partnership's principal office;

(3) The information required by section 30-21-404(a), Idaho Code;

(4) The name and the street and mailing addresses of each general partner;

(5) Whether the limited partnership is a limited liability limited partnership; and

(6) If the partnership is a professional entity, a statement that the partnership is a professional limited partnership or professional limited liability limited partnership and the principal profession or professions for which the partnership's partners are duly licensed or otherwise legally authorized to render professional services.

(c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in section 30-24-105(c) and (d), Idaho Code, in a manner inconsistent with that section. The secretary of state shall not accept partnership agreements for filing.

(d) A limited partnership is formed when:

(1) The certificate of limited partnership becomes effective;

(2) At least two (2) persons have become partners;

(3) At least one (1) person has become a general partner; and

(4) At least one (1) person has become a limited partner.

History:

[30-24-201, added 2015, ch. 243, sec. 34, p. 845.]
Idaho Code § 30-29-203 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-203
30-29-203 INCORPORATION.
Status: in_force

PART 2

INCORPORATION

30-29-203. incorporation. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

History:

[30-29-203, added 2015, ch. 243, sec. 57, p. 906; am. 2019, ch. 90, sec. 17, p. 240.]
Idaho Code § 30-24-503 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-503
30-24-503 SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION.
Status: in_force

PART 5

CONTRIBUTIONS AND DISTRIBUTIONS

30-24-503. SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. (a) Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under section 30-24-702, Idaho Code, or charging order in effect under section 30-24-703, Idaho Code.

(b) A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.

(c) A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in section 30-24-810(f), Idaho Code, a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

(d) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee is entitled to all remedies available to a creditor of the limited partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made.

History:

[30-24-503, added 2015, ch. 243, sec. 37, p. 854.]
Idaho Code § 30-29-870 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-870
30-29-870 BUSINESS OPPORTUNITIES.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-870. business opportunities. (a) If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, officer, or other person, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if:

(1) Before the director, officer, or other person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation and either:

(i) Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the same procedures as are set forth in the provisions of section 30-29-862, Idaho Code; or

(ii) Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in the provisions of section 30-29-863, Idaho Code, in either case as if the decision being made concerned a director's conflicting interest transaction, except that, rather than making the required disclosure as defined in section 30-29-860, Idaho Code, the director or officer shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity known to the director or officer; or

(2) The duty to offer the corporation the business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted, and where required, made effective by action of qualified directors, in accordance with the provisions of section 30-29-202(b)(6), Idaho Code.

(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper pursuit or taking advantage of a business opportunity by a director or officer, directly, or indirectly through or on behalf of another person, the fact that the director or officer did not employ the procedure described in paragraph (i) or (ii) of subsection (a)(1) of this section before pursuing or taking advantage of the opportunity shall not create an implication that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.

History:

[30-29-870, added 2019, ch. 90, sec. 112, p. 290.]
Idaho Code § 30-30-607 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-607
30-30-607 RESIGNATION OF DIRECTORS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-607. Resignation of directors. (1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.

(2) A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

History:

[30-30-607, added 2015, ch. 243, sec. 79, p. 986.]
Idaho Code § 30-30-506 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-506
30-30-506 WAIVER OF NOTICE.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-506. Waiver of notice. (1) A member may waive any notice required in this act, the articles or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(2) A member's attendance at a meeting:

(a) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or

(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

History:

[30-30-506, added 2015, ch. 243, sec. 78, p. 980.]
Idaho Code § 30-24-810 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-810
30-24-810 DISPOSITION OF ASSETS IN WINDING UP — WHEN CONTRIBUTIONS REQUIRED.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-810. DISPOSITION OF ASSETS IN WINDING UP — WHEN CONTRIBUTIONS REQUIRED. (a) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership's obligations to creditors, including partners that are creditors.

(b) After a limited partnership complies with subsection (a) of this section, any surplus must be distributed in the following order, subject to any charging order in effect under section 30-24-703, Idaho Code:

(1) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and

(2) Among partners and persons dissociated as partners in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership, except to the extent necessary to comply with any transfer effective under section 30-24-702, Idaho Code.

(c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a) of this section, with respect to each unsatisfied obligation incurred when the partnership was not a limited liability limited partnership, the following rules apply:

(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 30-24-607, Idaho Code, shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred.

(2) If a person does not contribute the full amount required under paragraph (1) of this subsection with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by paragraph (1) of this subsection on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred.

(3) If a person does not make the additional contribution required by paragraph (2) of this subsection, further additional contributions are determined and due in the same manner as provided in that paragraph.

(d) A person that makes an additional contribution under subsection (c)(2) or (3) of this section may recover from any person whose failure to contribute under subsection (c)(1) or (2) of this section necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.

(e) If a limited partnership does not have sufficient surplus to comply with subsection (b)(1) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.

(f) All distributions made under subsections (b) and (c) of this section must be paid in money.

History:

[30-24-810, added 2015, ch. 243, sec. 40, p. 868.]
Idaho Code § 30-30-703 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-703
30-30-703 AMENDMENT OF ARTICLES BY DIRECTORS AND MEMBERS.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-703. Amendment of articles by directors and members. (1) Unless this act, the articles, bylaws, the members, acting pursuant to subsection (2) of this section, or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved:

(a) By the board, if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;

(b) Except as provided in section 30-30-702(1), Idaho Code, by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in this section.

(2) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(3) If the board initiates an amendment to the articles or board approval is required in subsection (1) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.

(4) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 30-30-505, Idaho Code. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(5) If the board or the members seek to have the amendment approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

History:

[30-30-703, added 2015, ch. 243, sec. 80, p. 994.]
Idaho Code § 30-30-709 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-709
30-30-709 AMENDMENT OF BYLAWS BY DIRECTORS AND MEMBERS.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-709. Amendment of bylaws by directors and members. (1) Unless the articles or bylaws provide otherwise, an amendment to a corporation's bylaws to be adopted must be approved:

(a) By a simple majority of the board;

(b) By the members by a simple majority of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801, Idaho Code.

(2) If the board initiates an amendment to the bylaws or board approval is required to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(3) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(4) If the board or the members seek to have the amendment approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

History:

[30-30-709, added 2015, ch. 243, sec. 80, p. 996.]
Idaho Code § 30-29-1002 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1002
30-29-1002 AMENDMENT BEFORE ISSUANCE OF SHARES.
Status: in_force

PART 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-29-1002. AMENDMENT BEFORE ISSUANCE OF SHARES. If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one (1) or more amendments to the corporation's articles of incorporation.

History:

[30-29-1002, added 2015, ch. 243, sec. 65, p. 942.]
Idaho Code § 30-1519 — Idaho Code / Title 30 / Chapter 15 / Section 30-1519
30-1519 PLEADING EXEMPTIONS.
Status: in_force

30-1519. Pleading exemptions. It shall not be necessary to negative any of the exemptions in this chapter in any complaint, information or indictment, or any writ or proceeding brought under this chapter, and the burden of proof of any such exemption shall be upon the party claiming the same.

History:

[30-1519, added 1989, ch. 414, sec. 1, p. 1016.]
Idaho Code § 30-29-725 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-725
30-29-725 QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS.
Status: in_force

PART 7

SHAREHOLDERS

30-29-725. QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation provide otherwise, shares representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. If the provisions of this chapter require a particular quorum for a specified action, the articles of incorporation may not provide for a lower quorum.

(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.

(c) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation require a greater number of affirmative votes.

(d) An amendment of the articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 30-29-727, Idaho Code.

(e) The election of directors is governed by section 30-29-728, Idaho Code.

(f) If a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in section 30-29-1004(c), Idaho Code, for amendments of the articles of incorporation shall apply to that provision.

History:

[30-29-725, added 2015, ch. 243, sec. 62, p. 922; am. 2019, ch. 90, sec. 57, p. 261.]
Idaho Code § 30-23-409 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-409
30-23-409 STANDARDS OF CONDUCT FOR PARTNERS.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-409. STANDARDS OF CONDUCT FOR PARTNERS. (a) A partner owes to the partnership and the other partners the duties of loyalty and care stated in subsections (b) and (c) of this section.

(b) The fiduciary duty of loyalty of a partner includes the duties:

(1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner:

(A) In the conduct or winding up of the partnership's business;

(B) From a use by the partner of the partnership's property; or

(C) From the appropriation of a partnership opportunity;

(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a person having an interest adverse to the partnership; and

(3) To refrain from competing with the partnership in the conduct of the partnership's business before the dissolution of the partnership.

(c) The duty of care of a partner in the conduct or winding up of the partnership business is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.

(d) A partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.

(e) A partner does not violate a duty or obligation under this act or under the partnership agreement solely because the partner's conduct furthers the partner's own interest.

(f) All the partners may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a partner that otherwise would violate the duty of loyalty.

(g) It is a defense to a claim under subsection (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the partnership.

(h) If, as permitted by subsection (f) of this section or by the partnership agreement, a partner enters into a transaction with the partnership that otherwise would be prohibited by subsection (b)(2) of this section, the partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.

History:

[30-23-409, added 2015, ch. 243, sec. 26, p. 822.]
Idaho Code § 30-24-803 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-803
30-24-803 RESCINDING DISSOLUTION.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-803. RESCINDING DISSOLUTION. (a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective, the district court has entered an order under section 30-24-801(a)(6), Idaho Code, dissolving the partnership, or the secretary of state has dissolved the partnership under section 30-21-602, Idaho Code.

(b) Rescinding dissolution under this section requires:

(1) The affirmative vote or consent of each partner; and

(2) If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and:

(A) The amendment is not effective, the filing by the partnership of a statement of withdrawal under section 30-21-204, Idaho Code, applicable to the amendment; or

(B) The amendment is effective, the delivery by the partnership to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.

(c) If a limited partnership rescinds its dissolution:

(1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;

(2) Subject to paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and

(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

History:

[30-24-803, added 2015, ch. 243, sec. 40, p. 865; am. 2020, ch. 82, sec. 32, p. 203.]
Idaho Code § 30-14-601 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-601
30-14-601 ADMINISTRATION.
Status: in_force

PART 6.

ADMINISTRATION AND JUDICIAL REVIEW

30-14-601. Administration. (a) Administration. The administration of the provisions of this chapter shall be under the general supervision and control of the administrator.

(b) Unlawful use of records or information. It is unlawful for the administrator or an officer, employee, or designee of the administrator to use for personal benefit or the benefit of others records or other information obtained by or filed with the administrator that are not public under section 30-14-607(b), Idaho Code. This chapter does not authorize the administrator or an officer, employee, or designee of the administrator to disclose the record or information, except in accordance with section 30-14-602, 30-14-607(c) or 30-14-608, Idaho Code.

(c) No privilege or exemption created or diminished. This chapter does not create or diminish a privilege or exemption that exists at common law, by statute or rule, or otherwise.

(d) Investor education. The administrator may develop and implement investor education initiatives to inform the public about investing in securities, with particular emphasis on the prevention and detection of securities fraud. In developing and implementing these initiatives, the administrator may collaborate with public and nonprofit organizations with an interest in investor education. The administrator may accept a grant or donation from a person that is not affiliated with the securities industry or from a nonprofit organization, regardless of whether the organization is affiliated with the securities industry, to develop and implement investor education initiatives. This subsection does not authorize the administrator to require participation or monetary contributions of a registrant in an investor education program.

(e) The securities investor education and training fund. The securities investor education and training fund is hereby created to provide funds for the purposes specified in subsection (d) of this section. All moneys received by the state by reason of civil penalties and administrative fines collected pursuant to this chapter shall be deposited in the securities investor education and training fund up to but not exceeding fifty thousand dollars ($50,000) per year. The administrator may use funds in this account in a manner consistent with the duties of the department of finance under this chapter.

History:

[30-14-601, added 2004, ch. 45, sec. 2, p. 216.]
Idaho Code § 30-23-801 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-801
30-23-801 EVENTS CAUSING DISSOLUTION.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-23-801. EVENTS CAUSING DISSOLUTION. A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:

(1) In a partnership at will, the partnership knows or has notice of a person's express will to withdraw as a partner, other than a partner that has dissociated under section 30-23-601(2) through (10), Idaho Code, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date;

(2) In a partnership for a definite term or particular undertaking:

(A) Within ninety (90) days after a person's dissociation by death or otherwise under section 30-23-601(6) through (10), Idaho Code, or wrongful dissociation under section 30-23-602(b), Idaho Code, the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person's rightful dissociation pursuant to section 30-23-602(b)(2)(A), Idaho Code, constitutes the expression of that partner's expression of consent to wind up the partnership business;

(B) The affirmative vote or consent of all the partners to wind up the partnership business; or

(C) The expiration of the term or the completion of the undertaking;

(3) An event or circumstance that the partnership agreement states causes dissolution;

(4) On application by a partner, the entry by the district court of an order dissolving the partnership on the ground that:

(A) Conduct of all or substantially all the partnership's business is unlawful;

(B) The economic purpose of the partnership is likely to be unreasonably frustrated;

(C) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or

(D) It is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement;

(5) On application by a transferee, the entry by the district court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business:

(A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(B) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer;

(6) The passage of ninety (90) consecutive days during which the partnership does not have at least two (2) partners.

History:

[30-23-801, added 2015, ch. 243, sec. 30, p. 829.]
Idaho Code § 30-23-807 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-807
30-23-807 KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-23-807. KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability partnership may give notice of a known claim under subsection (b) of this section that has the effect provided in subsection (c) of this section.

(b) A dissolved limited liability partnership may in a record notify its known claimants of the dissolution. The notice must:

(1) Specify the information required to be included in a claim;

(2) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;

(3) State the deadline for receipt of a claim that may not be less than one hundred twenty (120) days after the date the notice is received by the claimant;

(4) State that the claim will be barred if not received by the deadline; and

(5) Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner based on section 30-23-306, Idaho Code.

(c) A claim against a dissolved limited liability partnership is barred if the requirements of subsection (b) of this section are met and:

(1) The claim is not received by the specified deadline; or

(2) If the claim is timely received but rejected by the limited liability partnership:

(A) The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than ninety (90) days after the claimant receives the notice; and

(B) The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice.

(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.

History:

[30-23-807, added 2015, ch. 243, sec. 30, p. 833.]
Idaho Code § 30-29-1432 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1432
30-29-1432 RECEIVERSHIP OR CUSTODIANSHIP.
Status: in_force

PART 14

DISSOLUTION

30-29-1432. RECEIVERSHIP OR CUSTODIANSHIP. (a) Unless an election to purchase has been filed under section 30-29-1434, Idaho Code, a court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property, wherever located.

(b) The court may appoint an individual or a domestic or foreign corporation or eligible entity as a receiver or custodian, which, if a foreign corporation or foreign eligible entity, must be registered to do business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(1) The receiver:

(i) May dispose of all or any part of the assets of the corporation, wherever located, at a public or private sale; and

(ii) May sue and defend in the receiver's own name as receiver of the corporation in all courts of this state;

(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors;

The receiver or custodian shall have such other powers and duties as the court may provide in the appointing order, which may be amended from time to time.

(d) The court during a receivership, may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.

History:

[30-29-1432, added 2015, ch. 243, sec. 69, p. 961; am. 2019, ch. 90, sec. 156, p. 325.]
Idaho Code § 30-1510 — Idaho Code / Title 30 / Chapter 15 / Section 30-1510
30-1510 ENFORCEMENT.
Status: in_force

30-1510. Enforcement. (1) If the director believes, whether or not based upon an investigation conducted under section 30-1509, Idaho Code, that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule or order hereunder, the director may:

(a) Issue a cease and desist order;

(b) Issue an order imposing a civil penalty in an amount which may not exceed twenty-five thousand dollars ($25,000) for any single violation or one hundred thousand dollars ($100,000) for multiple violations in a single proceeding or a series of related proceedings; or

(c) Initiate any of the actions specified in subsection (2) of this section.

(2) The director may institute any of the following actions in the appropriate courts of this state, or in the appropriate courts of another state, in addition to any legal or equitable remedies otherwise available:

(a) An action for a declaratory judgment;

(b) An action for a permanent or temporary injunction, restraining order or writ of mandamus to enjoin the violation and to ensure compliance with the provisions of this chapter or any rule or order of the director;

(c) An action for disgorgement and other equitable remedies; and

(d) An action for appointment of a receiver or conservator for the defendant or the defendant's assets.

History:

[30-1510, added 1989, ch. 414, sec. 1, p. 1012.]
Idaho Code § 30-30-617 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-617
30-30-617 COMMITTEES OF THE BOARD.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-617. Committees of the board. (1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the board.

(2) The creation of a committee and appointment of members to it must be approved by the greater of:

(a) A majority of all the directors in office when the action is taken; or

(b) The number of directors required by the articles or bylaws to take action under section 30-30-616, Idaho Code.

(3) Sections 30-30-612 through 30-30-616, Idaho Code, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.

(4) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 30-30-601, Idaho Code.

(5) A committee of the board may not, however:

(a) Authorize distributions;

(b) Approve or recommend to members dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation's assets;

(c) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or

(d) Adopt, amend or repeal the articles or bylaws.

(6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 30-30-618, Idaho Code.

History:

[30-30-617, added 2015, ch. 243, sec. 79, p. 988.]
Idaho Code § 30-29-746 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-746
30-29-746 PAYMENT OF EXPENSES.
Status: in_force

PART 7

SHAREHOLDERS

30-29-746. PAYMENT OF EXPENSES. On termination of the derivative proceeding the court may:

(a) Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;

(b) Order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or

(c) Order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law or was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.

History:

[30-29-746, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 70, p. 267.]
Idaho Code § 30-30-510 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-510
30-30-510 VOTING ENTITLEMENT GENERALLY.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-510. Voting entitlement generally. (1) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members, or by one (1) vote for each share of stock in a corporation that issues shares of stock instead of memberships, when authorized by the articles of incorporation of said corporation.

(2) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect:

(a) If only one (1) votes, such act binds all; and

(b) If more than one (1) votes, the vote shall be divided on a pro rata basis.

History:

[30-30-510, added 2015, ch. 243, sec. 78, p. 982.]
Idaho Code § 30-30-516 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-516
30-30-516 CORPORATION'S ACCEPTANCE OF VOTES.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-516. Corporation's acceptance of votes. (1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.

(2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:

(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment;

(c) Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders; and

(d) If:

(i) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

(ii) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

(3) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

(4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

(6) Contested elections shall be referred to the board of directors, which shall, after reviewing all ballots, proxies, reports of election inspectors or judges, and any other relevant documents or materials, certify the results of the election. In the case of a tie vote between candidates, the tie shall be determined by a toss of a coin. If allowed by the bylaws of the corporation, the board of directors shall have the power to call a new election if, after reviewing all relevant documents and information, the board of directors is unable to certify the results of the election.

History:

[30-30-516, added 2015, ch. 243, sec. 78, p. 983.]
Idaho Code § 30-14-201 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-201
30-14-201 EXEMPT SECURITIES.
Status: in_force

PART 2.

EXEMPTIONS FROM REGISTRATION OF SECURITIES

30-14-201. Exempt securities. The following securities are exempt from the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and section 30-14-504, Idaho Code:

(1) A security, including a revenue obligation or a separate security as defined in rule 131 (17 CFR 230.131) adopted under the securities act of 1933, issued, insured or guaranteed by the United States; by a state; by a political subdivision of a state; by a public authority, agency, or instrumentality of one (1) or more states; by a political subdivision of one (1) or more states; or by a person controlled or supervised by and acting as an instrumentality of the United States under authority granted by congress; or a certificate of deposit for any of the foregoing;

(2) A security issued, insured or guaranteed by a foreign government with which the United States maintains diplomatic relations, or any of its political subdivisions, if the security is recognized as a valid obligation by the issuer, insurer or guarantor;

(3) A security issued by and representing, or that will represent, an interest in or a direct obligation of, or be guaranteed by:

(a) An international banking institution;

(b) A banking institution organized under the laws of the United States; a member bank of the federal reserve system; or a depository institution a substantial portion of the business of which consists or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law, or exercising fiduciary powers that are similar to those permitted for national banks under the authority of the comptroller of currency pursuant to section 1 of public law 87-722 (12 U.S.C. 92a); or

(c) Any other depository institution, or any trust company organized or chartered under the laws of this state, unless by rule or order the administrator proceeds under section 30-14-204, Idaho Code;

(4) A security issued by and representing an interest in, or a debt of, or insured or guaranteed by, an insurance company authorized to do business in this state;

(5) A security issued or guaranteed by a railroad, other common carrier, public utility, or public utility holding company that is:

(a) Regulated in respect to its rates and charges by the United States or a state;

(b) Regulated in respect to the issuance or guarantee of the security by the United States, a state, Canada, or a Canadian province or territory; or

(c) A public utility holding company registered under the public utility holding company act of 1935 or a subsidiary of such a registered holding company within the meaning of that act;

(6) A federal covered security specified in section 18(b)(1) of the securities act of 1933 (15 U.S.C. 77r(b)(1)) or by a rule adopted under that provision or a security listed or approved for listing on another securities market specified by rule under this chapter; a put or a call option contract; a warrant; a subscription right on or with respect to such securities; or an option or similar derivative security on a security or an index of securities or foreign currencies issued by a clearing agency registered under the securities exchange act of 1934 and listed or designated for trading on a national securities exchange, a facility of a national securities exchange, or a facility of a national securities association registered under the securities exchange act of 1934 or an offer or sale, of the underlying security in connection with the offer, sale, or exercise of an option or other security that was exempt when the option or other security was written or issued; or an option or a derivative security designated by the securities and exchange commission under section 9(b) of the securities exchange act of 1934 (15 U.S.C. 78i(b));

(7) A security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, social, athletic or reformatory purposes, or as a chamber of commerce, and not for pecuniary profit, no part of the net earnings of which inures to the benefit of a private stockholder or other person, or a security of a company that is excluded from the definition of an investment company under section 3(c)(10)(b) of the investment company act of 1940 (15 U.S.C. 80a-3(c)(10)(B)); except that with respect to the offer or sale of a note, bond, debenture or other evidence of indebtedness issued by such a person, a rule may be adopted under this chapter limiting the availability of this exemption by classifying securities, persons and transactions, imposing different requirements for different classes, specifying with respect to paragraph (b) of this subsection the scope of the exemption and the grounds for denial or suspension, and requiring an issuer:

(a) To file a notice specifying the material terms of the proposed offer or sale and copies of any proposed sales and advertising literature to be used and provide that the exemption becomes effective if the administrator does not disallow the exemption within the period established by the rule;

(b) To file a request for exemption authorization for which a rule under this chapter may specify the scope of the exemption, the requirement of an offering statement, the filing of sales and advertising literature, the filing of consent to service of process complying with section 30-14-611, Idaho Code, and grounds for denial or suspension of the exemption; or

(c) To register under section 30-14-304, Idaho Code;

(8) A member's or owner's interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperative laws of a state, but not a member's or owner's interest, retention certificate, or like security sold to persons other than bona fide members of the cooperative;

(9) An equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under this section or would be a federal covered security under section 18(b)(1) of the securities act of 1933 (15 U.S.C. 77r(b)(1)); and

(10) Any security issued by a domestic or foreign corporation, partnership, trust or association engaged in actual mining operations or the exploration and development of mining properties in this state, whether or not sold through a broker-dealer, provided the following conditions are met:

(a) The term "actual mining operations" within the meaning of this subsection does not include the development or production of gas or oil;

(b) The total amount of the securities to be offered and sold does not exceed five hundred thousand dollars ($500,000) in any twelve (12) month period;

(c) All sales brochures, pamphlets, advertisements and literature are filed with the director prior to being used;

(d) At least eighty percent (80%) of the gross amount paid by the purchasers of the securities is used in actual mining operations or for actual exploration and development expenses, including legal, accounting, engineering and geological expenses; and

(e) The issuer shall file a report in a form prescribed by the director and at such times that the director by rule may provide, not to exceed once every three (3) months, stating the number of shares or amount of other securities sold, the number of purchasers, the amount of money obtained by the issuer from the sales, and the manner in which the moneys have been expended.

History:

[30-14-201, added 2004, ch. 45, sec. 2, p. 177.]
Idaho Code § 30-1607 — Idaho Code / Title 30 / Chapter 16 / Section 30-1607
30-1607 VOTING RIGHTS.
Status: in_force

30-1607. Voting rights. (1) Shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition but only if and to the extent approved by a resolution of shareholders of the issuing public corporation at a special or annual meeting of shareholders pursuant to section 30-1605, Idaho Code.

(2) The resolution of shareholders must be approved by the affirmative vote of the holders of sixty-six and two-thirds per cent (66 2/3%) of the voting power of all shares entitled to vote excluding all interested shares.

(3) A class or series of shares of the issuing public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would, if contained in a proposed amendment to the articles of the issuing public corporation, entitle the class or series to vote separately as a class or series.

(4) To have the voting rights accorded by approval of a resolution of shareholders, any proposed control share acquisition not consummated before the time of the shareholder approval must be consummated within one hundred eighty (180) days after the shareholders' approval.

(5) Any shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights on transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares are subject to the provisions of this chapter.

History:

[30-1607, added 1988, ch. 84, sec. 2, p. 156.]
Idaho Code § 30-29-631 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-631
30-29-631 CORPORATION'S ACQUISITION OF ITS OWN SHARES.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-631. CORPORATION'S ACQUISITION OF ITS OWN SHARES. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.

(b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation pursuant to section 30-29-1005(f), Idaho Code.

(c) A corporation has authority to use, hold, acquire, cancel and dispose of treasury shares.

(d) Unless the board of directors adopts an amendment to the corporation's articles of incorporation to reduce the number of authorized shares, treasury shares of the corporation that are canceled shall be treated as authorized but unissued shares.

History:

[30-29-631, added 2015, ch. 243, sec. 61, p. 915; am. 2019, ch. 90, sec. 41, p. 251.]
Idaho Code § 30-25-803 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-803
30-25-803 PROPER PLAINTIFF.
Status: in_force

PART 8

ACTIONS BY MEMBERS

30-25-803. PROPER PLAINTIFF. A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and:

(1) Was a member when the conduct giving rise to the action occurred; or

(2) Whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct.

History:

[30-25-803, added 2015, ch. 243, sec. 50, p. 895.]
Idaho Code § 30-2008 — Idaho Code / Title 30 / Chapter 20 / Section 30-2008
30-2008 BENEFIT DIRECTOR.
Status: in_force

30-2008. benefit director. (1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director who shall be designated the benefit director, and shall have, in addition to the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this chapter.

(2) The benefit director shall be elected and may be removed in the manner provided in sections 30-29-803 through 30-29-809, Idaho Code. Except as provided in subsection (6) of this section, the benefit director shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.

(3) The benefit director shall prepare and the benefit corporation shall include in the annual benefit report to shareholders required by section 30-2012, Idaho Code, the opinion of the benefit director on the following:

(a) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report;

(b) Whether the directors and officers complied with sections 30-2007 and 30-2009, Idaho Code, respectively; and

(c) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in paragraphs (a) and (b) of this subsection, a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.

(4) The act or inaction of an individual in the capacity of a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.

(5) Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by section 30-29-202, Idaho Code, a benefit director shall not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct or a knowing violation of law.

(6) The benefit director of a professional corporation organized under chapter 13, title 30, Idaho Code, does not need to be independent.

History:

[30-2008, added 2015, ch. 217, sec. 1, p. 677; am. 2016, ch. 47, sec. 11, p. 108.]
Idaho Code § 30-30-104 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-104
30-30-104 NOTICE.
Status: in_force

PART 1

GENERAL PROVISIONS

30-30-104. NOTICE. (1) Notice may be oral or written. Notice by electronic transmission is written notice.

(2) Notice may be communicated: in person; by telephone or voice mail; by telegraph, teletype or other electronic means; or by mail or private carrier; if these forms of personal notice are impracticable, notice may be communicated by publication for ten (10) days pursuant to section 60-109, Idaho Code.

(3) Oral notice is effective when communicated, if communicated in a comprehensible manner.

(4) Written notice, if in a comprehensible form, is effective at the earliest of the following:

(a) When received;

(b) Five (5) days after its deposit in the United States mail, as evidenced by sworn affidavit or postmark, if mailed correctly addressed and with first class postage affixed;

(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;

(d) When electronically transmitted to a member in a manner authorized by the members.

(5) Written notice is correctly addressed to a member of a domestic or foreign nonprofit corporation if addressed to the member's address shown in the corporation's current list of members.

(6) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.

(7) Written notice is correctly addressed to a domestic or foreign nonprofit corporation authorized to transact business in this state, other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, in the case of a foreign nonprofit corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(8) If section 30-30-505(2), Idaho Code, or any other provision of this act prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this act, those requirements govern.

History:

[30-30-104, added 2015, ch. 243, sec. 74, p. 969.]
Idaho Code § 30-24-607 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-607
30-24-607 LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER TO OTHER PERSONS.
Status: in_force

PART 6

DISSOCIATION

30-24-607. LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER to other persons. (a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person is not liable for a limited partnership obligation incurred after dissociation.

(b) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the limited partnership under section 30-24-805, Idaho Code, to the same extent as a general partner under section 30-24-404, Idaho Code.

(c) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the partnership after the dissociation only if:

(1) A general partner would be liable on the transaction; and

(2) At the time the other party enters into the transaction:

(A) Less than two (2) years has passed since the dissociation; and

(B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.

(d) By agreement with a creditor of a limited partnership and the partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.

(e) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability.

History:

[30-24-607, added 2015, ch. 243, sec. 38, p. 860.]
Idaho Code § 30-21-602 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-602
30-21-602 PROCEDURE AND EFFECT.
Status: in_force

PART 6

ADMINISTRATIVE DISSOLUTION

30-21-602. PROCEDURE AND EFFECT. (a) If the secretary of state determines that one (1) or more grounds exist under section 30-21-601, Idaho Code, for administratively dissolving a domestic filing entity, the secretary of state shall serve the entity pursuant to section 30-21-212, Idaho Code, with notice in a record of the secretary of state's determination.

(b) If a domestic filing entity, not later than sixty (60) days after service of the notice required by subsection (a) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the entity pursuant to section 30-21-212, Idaho Code.

(c) A domestic filing entity that is dissolved administratively continues its existence as the same type of entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under section 30-21-603, Idaho Code.

(d) The administrative dissolution of a domestic filing entity does not terminate the authority of its registered agent.

History:

[30-21-602, added 2015, ch. 243, sec. 12, p. 780.]
Idaho Code § 30-29-701 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-701
30-29-701 ANNUAL MEETING.
Status: in_force

PART 7

SHAREHOLDERS

30-29-701. ANNUAL MEETING. (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 30-29-704, Idaho Code, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws at which directors shall be elected.

(b) Annual meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is so stated or fixed, annual meetings shall be held at the corporation's principal office.

(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

History:

[30-29-701, added 2015, ch. 243, sec. 62, p. 917; am. 2019, ch. 90, sec. 43, p. 252.]
Idaho Code § 30-21-204 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-204
30-21-204 WITHDRAWAL OF FILED RECORD BEFORE EFFECTIVENESS.
Status: in_force

PART 2

FILING

30-21-204. Withdrawal of filed record before effectiveness. (a) Except as otherwise provided in this act, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal.

(b) A statement of withdrawal must:

(1) Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons;

(2) Identify the record to be withdrawn; and

(3) If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

(c) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original filed record does not take effect.

History:

[30-21-204, added 2015, ch. 243, sec. 8, p. 764.]
Idaho Code § 30-30-616 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-616
30-30-616 QUORUM AND VOTING.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-616. Quorum and voting. (1) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third (1/3) of the number of directors in office or two (2) directors.

(2) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this act, the articles or bylaws require the vote of a greater number of directors.

History:

[30-30-616, added 2015, ch. 243, sec. 79, p. 988.]
Idaho Code § 30-29-703 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-703
30-29-703 COURT-ORDERED MEETING.
Status: in_force

PART 7

SHAREHOLDERS

30-29-703. COURT-ORDERED MEETING. (a) The Idaho district court of the county where a corporation's principal office is located, or, if none in this state, Ada county, may summarily order a meeting to be held:

(1) On application of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or

(2) On application of one (1) or more shareholders who signed a demand for a special meeting valid under section 30-29-702, Idaho Code, if:

(i) Notice of the special meeting was not given within thirty (30) days after the first day on which the requisite number of such demands have been delivered to the corporation; or

(ii) The special meeting was not held in accordance with the notice.

(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the shares represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(c) For purposes of subsection (a)(1) of this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.

History:

[30-29-703, added 2015, ch. 243, sec. 62, p. 917; am. 2019, ch. 90, sec. 45, p. 253.]
Idaho Code § 30-14-611 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-611
30-14-611 SERVICE OF PROCESS.
Status: in_force

PART 6.

ADMINISTRATION AND JUDICIAL REVIEW

30-14-611. Service of process. (a) Signed consent to service of process. A consent appointing the administrator the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this chapter or a rule adopted or an order issued under this chapter after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. Registrants shall be required to submit a consent to service of process only if there has been a material change.

(b) Conduct constituting appointment of agent for service. If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this chapter or a rule adopted or an order issued under this chapter and the person has not filed a consent to service of process under subsection (a) of this section, the act, practice, or course of business constitutes the appointment of the administrator as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.

(c) Procedure for service of process. Service under subsection (a) or (b) of this section may be made by providing a copy of the process to the office of the administrator, but it is not effective unless:

(1) The plaintiff, which may be the administrator, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and

(2) The plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the administrator in a proceeding before the administrator, allows.

(d) Service in administrative proceedings or civil actions by administrator. Service pursuant to subsection (c) of this section may be used in a proceeding before the administrator or by the administrator in a civil action in which the administrator is the moving party.

(e) Opportunity to defend. If process is served under subsection (c) of this section, the court, or the administrator in a proceeding before the administrator, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.

History:

[30-14-611, added 2004, ch. 45, sec. 2, p. 224; am. 2008, ch. 143, sec. 3, p. 423; am. 2012, ch. 65, sec. 9, p. 187.]
Idaho Code § 30-23-903 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-903
30-23-903 ADMINISTRATIVE REVOCATION OF STATEMENT OF QUALIFICATION.
Status: in_force

PART 9

LIMITED LIABILITY PARTNERSHIP

30-23-903. ADMINISTRATIVE REVOCATION OF STATEMENT OF QUALIFICATION. (a) The secretary of state may commence a proceeding under subsection (b) of this section to revoke the statement of qualification of a limited liability partnership administratively if the partnership does not:

(1) Deliver an annual report to the secretary of state by the date it is due;

(2) Have a registered agent in this state for sixty (60) consecutive days; or

(3) The secretary of state has credible information that the limited liability partnership has failed to notify the secretary of state within sixty (60) days after the occurrence that its registered agent has been changed or that its registered agent has resigned.

(b) If the secretary of state determines that one (1) or more grounds exist for administratively revoking a statement of qualification, the secretary of state shall serve the partnership pursuant to section 30-21-212, Idaho Code, with notice in a record of the secretary of state's determination.

(c) If a limited liability partnership, not later than sixty (60) days after service of the notice is effected under subsection (b) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively revoke the statement of qualification by signing a statement of administrative revocation that recites the grounds for revocation and the effective date of the revocation. The secretary of state shall file the statement and serve a copy on the partnership pursuant to section 30-21-212, Idaho Code.

(d) An administrative revocation under subsection (c) of this section affects only a partnership's status as a limited liability partnership and is not an event causing dissolution of the partnership.

(e) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.

History:

[30-23-903, added 2015, ch. 243, sec. 31, p. 836.]
Idaho Code § 30-30-905 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-905
30-30-905 AUTHORIZED DISTRIBUTIONS.
Status: in_force

PART 9

DISPOSITION OF ASSETS

30-30-905. Authorized distributions. (1) Corporations may make distributions upon dissolution in conformity with section 30-30-1005 or 30-30-1006, Idaho Code.

(2) The operations of a corporation that is a cooperative corporation shall be so conducted that all members will, through their membership, furnish capital for the corporation as provided in the corporation's bylaws. No interest or dividends shall be paid or payable by the corporation on any capital furnished by its members. The corporation is obligated to account on a membership basis to all its members for all amounts received and receivable from the furnishing of service and from other sources in excess of operating costs and expenses properly chargeable against the furnishing of service. The corporation is obligated to pay by credits to a capital account for each member all such amounts in excess of operating costs and expenses. The books and records of the corporation shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each member is clearly reflected and credited in an appropriate record to the capital account of each member. In the event of dissolution or liquidation of the corporation, after all outstanding indebtedness of the corporation shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the board shall determine that the financial condition of the corporation will not be impaired thereby, the capital credited to members' accounts may be retired in full or in part.

History:

[30-30-905, added 2015, ch. 243, sec. 82, p. 1000.]
Idaho Code § 30-904 — Idaho Code / Title 30 / Chapter 9 / Section 30-904
30-904 PLACE OF BUSINESS.
Status: in_force

30-904. Place of business. No licensee under this chapter shall engage in the escrow business at any place of business for which it does not hold a license, nor shall it engage in business under any other name than that on the license. Every escrow agency licensed under this chapter shall maintain a home office as its principal location for the transaction of escrow business. The director may, on application, issue additional branch licenses to the same escrow agency licensee upon compliance with all the provisions of this chapter governing the issuance of a single escrow agency license.

History:

[30-904, added 2005, ch. 236, sec. 2, p. 718.]
Idaho Code § 30-24-406 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-406
30-24-406 MANAGEMENT RIGHTS OF GENERAL PARTNER.
Status: in_force

PART 4

GENERAL PARTNERS

30-24-406. MANAGEMENT RIGHTS OF GENERAL PARTNER. (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one (1) general partner, by a majority of the general partners.

(b) The affirmative vote or consent of all the partners is required to:

(1) Amend the partnership agreement;

(2) Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and

(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the goodwill, other than in the usual and regular course of the limited partnership's activities and affairs.

(c) A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.

(d) A payment or advance made by a general partner that gives rise to an obligation of the limited partnership under subsection (c) of this section or section 30-24-408(a), Idaho Code, constitutes a loan to the limited partnership that accrues interest from the date of the payment or advance.

(e) A general partner is not entitled to remuneration for services performed for the partnership.

History:

[30-24-406, added 2015, ch. 243, sec. 36, p. 851.]
Idaho Code § 30-29-810 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-810
30-29-810 VACANCY ON BOARD OF DIRECTORS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-810. VACANCY ON BOARD of directors. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1) The shareholders may fill the vacancy;

(2) The board of directors may fill the vacancy; or

(3) If the directors remaining in office are fewer than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group, even if fewer than a quorum, are entitled to fill the vacancy if it is filled by the directors.

(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 30-29-807(b), Idaho Code, or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

History:

[30-29-810, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 82, p. 273.]
Idaho Code § 30-911 — Idaho Code / Title 30 / Chapter 9 / Section 30-911
30-911 LIMITATION OF ACTIONS ON BOND.
Status: in_force

30-911. Limitation of actions on bond. No action may be brought on an escrow agency licensee's bond by any person after the expiration of three (3) years from the time when the act or default complained of becomes known or should have become known.

History:

[30-911, added 2005, ch. 236, sec. 2, p. 722.]
Idaho Code § 30-24-102 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-102
30-24-102 DEFINITIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-24-102. DEFINITIONS. (a) In this chapter:

(1) "Certificate of limited partnership" means the certificate required by section 30-24-201, Idaho Code. The term includes the certificate as amended or restated.

(2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in section 30-24-501, Idaho Code, which is provided by a person to a limited partnership to become a partner or in the person's capacity as a partner.

(3) "Distribution" means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person's capacity as a partner. The term:

(A) Includes:

(i) A redemption or other purchase by a limited partnership of a transferable interest; and

(ii) A transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's activities and affairs or to have access to records or other information concerning the partnership's activities and affairs; and

(B) Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.

(4) "General partner" means a person that:

(A) Has become a general partner under section 30-24-401, Idaho Code, or was a general partner in a partnership when the partnership became subject to this chapter under section 30-24-112, Idaho Code; and

(B) Has not dissociated as a general partner under section 30-24-603, Idaho Code.

(5) "Limited liability limited partnership" means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership.

(6) "Limited partner" means a person that:

(A) Has become a limited partner under section 30-24-301, Idaho Code, or was a limited partner in a limited partnership when the partnership became subject to this chapter under section 30-24-112, Idaho Code; and

(B) Has not dissociated under section 30-24-601, Idaho Code.

(7) "Limited partnership" means an entity formed under this chapter or that becomes subject to this chapter under chapter 22, title 30, Idaho Code, or section 30-24-112, Idaho Code. The term includes a limited liability limited partnership.

(8) "Partner" means a limited partner or general partner.

(9) "Partnership agreement" means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in section 30-24-105(a), Idaho Code. The term includes the agreement as amended or restated.

(10) "Required information" means the information that a limited partnership is required to maintain under section 30-24-108, Idaho Code.

(11) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a limited partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.

(12) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under section 30-24-602(a)(3) or 30-24-605(a)(4), Idaho Code.

(b) The following definitions outside this chapter apply to this chapter:

(1) "Debtor in bankruptcy" – section 30-21-102(7), Idaho Code.

(2) "Foreign" – section 30-21-102(15), Idaho Code.

(3) "Jurisdiction" – section 30-21-102(22), Idaho Code.

(4) "Jurisdiction of formation" – section 30-21-102(23), Idaho Code.

(5) "Person" – section 30-21-102(35), Idaho Code.

(6) "Principal office" – section 30-21-102(36), Idaho Code.

(7) "Property" – section 30-21-102(41), Idaho Code.

(8) "Record" – section 30-21-102(44), Idaho Code.

(9) "Registered agent" – section 30-21-102(45), Idaho Code.

(10) "Sign" – section 30-21-102(47), Idaho Code.

(11) "State" – section 30-21-102(48), Idaho Code.

(12) "Transfer" – section 30-21-102(50), Idaho Code.

History:

[30-24-102, added 2015, ch. 243, sec. 33, p. 838.]
Idaho Code § 30-25-106 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-106
30-25-106 OPERATING AGREEMENT — EFFECT ON LIMITED LIABILITY COMPANY AND PERSON BECOMING MEMBER — PREFORMATION AGREEMENT.
Status: in_force

PART 1

GENERAL PROVISIONS

30-25-106. OPERATING AGREEMENT — EFFECT ON LIMITED LIABILITY COMPANY AND PERSON BECOMING MEMBER — PREFORMATION AGREEMENT. (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.

(b) A person that becomes a member is deemed to assent to the operating agreement.

(c) Two (2) or more persons intending to become the initial members may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.

History:

[30-25-106, added 2015, ch. 243, sec. 43, p. 874.]
Idaho Code § 30-29-621 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-621
30-29-621 ISSUANCE OF SHARES.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-621. issuance of shares. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, or other securities of the corporation.

(c) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.

(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

(e) The corporation may place in escrow shares issued for a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits are received, or the note is paid. If the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.

(f) (1) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum consisting of a majority, or such greater number as the articles of incorporation may prescribe, of the votes entitled to be cast on the matter exists, if:

(i) The shares, other securities, or rights are to be issued for consideration other than cash or cash equivalents; and

(ii) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent (20%) of the voting power of the shares of the corporation that were outstanding immediately before the transaction.

(2) In this subsection:

(i) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares, or other securities convertible into or rights exercisable for shares, shall be the greater of:

(A) The voting power of the shares to be issued; or

(B) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.

(ii) A series of transactions is integrated only if consummation of one (1) transaction is made contingent on consummation of one (1) or more of the other transactions.

History:

[30-29-621, added 2015, ch. 243, sec. 61, p. 912; am. 2019, ch. 90, sec. 32, p. 246.]
Idaho Code § 30-21-803 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-803
30-21-803 DEFINITIONS.
Status: in_force

PART 8

ASSUMED BUSINESS NAMES

30-21-803. DEFINITIONS. When used in this part, the terms defined in this section shall have the following meanings:

(1) "Assumed business name" means:

(A) Any name other than the true name of any filing entity or limited liability partnership, under which name the entity holds itself out for the transaction of business in the state of Idaho; or

(B) Any name under which any individual, any group of individuals or other persons, or any entity other than a filing entity or limited liability partnership, holds itself out for the transaction of business in the state of Idaho, if that name does not include in full the true names of all individuals and other persons who have a financial interest in the business which is or may be transacted; which name shall not include words or abbreviations which falsely state or imply governmental affiliation or the existence of a filing entity or limited liability partnership.

(2) "Individual" means a natural person.

(3) "Transact business" means to engage in any commercial or other activity that is intended to or likely to produce a financial benefit, whether it is for the purpose of profit to the person who engages in the activity or for the purpose of supporting a charitable, benevolent or other nonprofit function.

(4) "True name" has the following meanings:

(A) When applied to a formally organized or registered entity, the name by which the entity is identified on its public organic record, application for authority to do business or registration statement which is on file with the appropriate governmental entity. As to a foreign formally organized or registered entity which has been required to adopt an assumed business name on its application for authority to do business or its registration statement as a condition of obtaining authority to do business in Idaho, the term "true name" shall include the assumed business name which appears on the application for authority to do business or registration statement.

(B) When applied to an individual, the name that the individual uses to bind himself or herself to legal obligations, or to obtain privileges, licenses or benefits from government. The true name will include the surname and some combination of given names or initials, and may include other identifiers such as "Jr.," "3d" or "III."

History:

[30-21-803, added 2015, ch. 243, sec. 14, p. 783.]
Idaho Code § 30-23-504 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-504
30-23-504 CHARGING ORDER.
Status: in_force

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-23-504. CHARGING ORDER. (a) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.

(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:

(1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and

(2) Make all other orders necessary to give effect to the charging order.

(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to section 30-23-503, Idaho Code.

(d) At any time before foreclosure under subsection (c) of this section, the partner or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.

(e) At any time before foreclosure under subsection (c) of this section, a partnership or one (1) or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.

(f) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.

(g) This section provides the exclusive remedy by which a person seeking, in the capacity of a judgment creditor, to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest.

History:

[30-23-504, added 2015, ch. 243, sec. 27, p. 824.]
Idaho Code § 30-25-301 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-301
30-25-301 NO AGENCY POWER OF MEMBER AS MEMBER.
Status: in_force

PART 3

RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY

30-25-301. NO AGENCY POWER OF MEMBER AS MEMBER. (a) A member is not an agent of a limited liability company solely by reason of being a member.

(b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.

History:

[30-25-301, added 2015, ch. 243, sec. 45, p. 878.]
Idaho Code § 30-29-603 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-603
30-29-603 ISSUED AND OUTSTANDING SHARES.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-603. ISSUED AND OUTSTANDING SHARES. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.

(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to section 30-29-640, Idaho Code.

(c) At all times that shares of the corporation are outstanding, one (1) or more shares that together have full voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.

History:

[30-29-603, added 2015, ch. 243, sec. 61, p. 911; am. 2019, ch. 90, sec. 29, p. 245.]
Idaho Code § 30-21-704 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-704
30-21-704 RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.
Status: in_force

PART 7

MISCELLANEOUS PROVISIONS

30-21-704. RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. This act modifies, limits, and supersedes the electronic signatures in global and national commerce act, 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. 7003(b).

History:

[30-21-704, added 2015, ch. 243, sec. 13, p. 782.]
Idaho Code § 30-30-107 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-107
30-30-107 RELIGIOUS CORPORATIONS — CONSTITUTIONAL PROTECTIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-30-107. religious corporations — Constitutional protections. If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this act on the same subject, the religious doctrine shall control to the extent required by the constitution of the United States or the constitution of this state or both.

History:

[30-30-107, added 2015, ch. 243, sec. 74, p. 971.]
Idaho Code § 30-21-413 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-413
30-21-413 DUTIES OF REGISTERED AGENT.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-413. DUTIES OF REGISTERED AGENT. The only duties under this part of a registered agent that has complied with this part are:

(1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice or demand pertaining to the entity which is served on or received by the agent;

(2) To provide the notices required by this act to the entity at the address most recently supplied to the agent by the entity;

(3) If the agent is a noncommercial registered agent, to keep current the information required by section 30-21-404(a), Idaho Code, in the most recent registered agent filing for the entity; and

(4) If the agent is a commercial registered agent, to keep current the information listed for it under section 30-21-405(a),Idaho Code.

History:

[30-21-413, added 2015, ch. 243, sec. 10, p. 775.]
Idaho Code § 30-29-808 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-808
30-29-808 REMOVAL OF DIRECTORS BY SHAREHOLDERS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-808. REMOVAL OF DIRECTORS BY SHAREHOLDERS. (a) The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

(c) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the articles of incorporation or bylaws require a greater number; provided that if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against removal and, if action is taken by less than unanimous written consent, voting shareholders entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal.

(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that removal of the director is a purpose of the meeting.

History:

[30-29-808, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 80, p. 272.]
Idaho Code § 30-30-1201 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1201
30-30-1201 APPLICATION TO EXISTING DOMESTIC NONPROFIT CORPORATIONS.
Status: in_force

PART 12

TRANSITION PROVISIONS

30-30-1201. Application to existing domestic nonprofit corporations. This chapter applies to all domestic nonprofit corporations in existence on July 1, 2015, that were incorporated under the laws of this state.

History:

[30-30-1201, added 2015, ch. 243, sec. 85, p. 1006; am. 2015, ch. 337, sec. 1, p. 1269.]
Idaho Code § 30-23-501 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-501
30-23-501 PARTNER NOT CO-OWNER OF PARTNERSHIP PROPERTY.
Status: in_force

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-23-501. PARTNER NOT CO-OWNER OF PARTNERSHIP PROPERTY. A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.

History:

[30-23-501, added 2015, ch. 243, sec. 27, p. 823.]
Idaho Code § 30-14-506 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-506
30-14-506 MISREPRESENTATIONS CONCERNING REGISTRATION OR EXEMPTION.
Status: in_force

PART 5.

FRAUD AND LIABILITIES

30-14-506. Misrepresentations concerning registration or exemption. The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security under this chapter does not constitute a finding by the administrator that a record filed under this chapter is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption or exclusion for a security or a transaction does not mean that the administrator has passed upon the merits or qualifications of, or recommended or given approval to, a person, security or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.

History:

[30-14-506, added 2004, ch. 45, sec. 2, p. 210.]
Idaho Code § 30-2010 — Idaho Code / Title 30 / Chapter 20 / Section 30-2010
30-2010 BENEFIT OFFICER.
Status: in_force

30-2010. benefit officer. A benefit corporation may have an officer designated the benefit officer. The benefit officer shall have:

(1) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided by the bylaws or, absent controlling provisions by the bylaws, by resolutions or orders of the board of directors; and

(2) The duty to prepare the benefit report required in section 30-2012, Idaho Code.

History:

[30-2010, added 2015, ch. 217, sec. 1, p. 678.]
Idaho Code § 30-14-402 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-402
30-14-402 AGENT REGISTRATION REQUIREMENT AND EXEMPTIONS.
Status: in_force

PART 4.

BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS

30-14-402. Agent registration requirement and exemptions. (a) Registration requirement. It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this chapter as an agent or is exempt from registration as an agent under subsection (b) of this section.

(b) Exemptions from registration. The following individuals are exempt from the registration requirement of subsection (a) of this section:

(1) An individual who represents a broker-dealer in effecting transactions in this state limited to those described in section 15(i)(3) of the securities exchange act of 1934 (15 U.S.C. 78o(i)(3));

(2) An individual who represents a broker-dealer that is exempt under section 30-14-401(b) or (d), Idaho Code;

(3) An individual who represents an issuer with respect to an offer or sale of the issuer's own securities or those of the issuer's parent or any of the issuer's subsidiaries, and who is not compensated in connection with the individual's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;

(4) An individual who represents an issuer and who effects transactions in the issuer's securities exempted by section 30-14-202, Idaho Code, other than section 30-14-202(14), Idaho Code;

(5) An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, provided however that an individual who effects transactions in a federal covered security under section 18(b)(3), 18(b)(4)(D), or 18(b)(4)(F) of the securities act of 1933 (15 U.S.C. 77r(b)(3), 77r(b)(4)(D), or 77r(b)(4)(F)) is not exempt if the individual is compensated in connection with the agent's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;

(6) An individual who represents a broker-dealer registered in this state under section 30-14-401(a), Idaho Code, or exempt from registration under section 30-14-401(b), Idaho Code, in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting for the account of others pursuant to discretionary authority in a signed record;

(7) An individual who represents an issuer in connection with the purchase of the issuer's own securities;

(8) An individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or

(9) Any other individual exempted by a rule adopted or an order issued under this chapter.

(c) Registration effective only while employed or associated. The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this chapter or an issuer that is offering, selling or purchasing its securities in this state.

(d) Limit on employment or association. It is unlawful for a broker-dealer, or an issuer engaged in offering, selling or purchasing securities in this state, to employ or associate with an agent who transacts business in this state on behalf of broker-dealers or issuers unless the agent is registered under subsection (a) of this section or is exempt from registration under subsection (b) of this section.

(e) Limit on affiliations. Unless prohibited by a rule adopted or an order issued under this chapter, an individual may act as an agent for more than one (1) broker-dealer or one (1) issuer at a time.

History:

[30-14-402, added 2004, ch. 45, sec. 2, p. 196; am. 2012, ch. 65, sec. 4, p. 181; am. 2020, ch. 103, sec. 1, p. 274.]
Idaho Code § 30-21-407 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-407
30-21-407 CHANGE OF REGISTERED AGENT BY ENTITY.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-407. CHANGE OF REGISTERED AGENT BY ENTITY. (a) A represented entity may change the information on file under section 30-21-404(a), Idaho Code, by delivering to the secretary of state for filing a statement of change signed by the entity which states:

(1) The name of the entity; and

(2) The information that is to be in effect as a result of the filing of the statement of change.

(b) The interest holders or governors of a domestic entity need not approve the filing of:

(1) A statement of change under this section; or

(2) A similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.

(c) A statement of change under this section designating a new registered agent is an affirmation of fact by the represented entity that the agent has consented to serve.

(d) As an alternative to using the procedure in this section, a represented entity may change the information on file under section 30-21-404(a), Idaho Code, by amending its most recent registered agent filing in a manner provided by the law of this state other than this act for amending the filing.

History:

[30-21-407, added 2015, ch. 243, sec. 10, p. 773.]
Idaho Code § 30-24-203 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-203
30-24-203 SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO SECRETARY OF STATE.
Status: in_force

PART 2

FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

30-24-203. SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO SECRETARY OF STATE. (a) A record delivered to the secretary of state for filing pursuant to this act must be signed as follows:

(1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.

(2) An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.

(3) An amendment to the certificate of limited partnership designating as general partner a person admitted under section 30-24-801(a)(3)(B), Idaho Code, following the dissociation of a limited partnership's last general partner must be signed by that person.

(4) An amendment to the certificate of limited partnership required by section 30-24-802(c), Idaho Code, following the appointment of a person to wind up the dissolved limited partnership's activities and affairs must be signed by that person.

(5) Any other amendment to the certificate of limited partnership must be signed by:

(A) At least one (1) general partner listed in the certificate;

(B) Each other person designated in the amendment as a new general partner; and

(C) Each person that the amendment indicates has dissociated as a general partner, unless:

(i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or

(ii) The person has previously delivered to the secretary of state for filing a statement of dissociation.

(6) A restated certificate of limited partnership must be signed by at least one (1) general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.

(7) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to section 30-24-802(c) or (d), Idaho Code, to wind up the dissolved limited partnership's activities and affairs.

(8) Any other record delivered by a limited partnership to the secretary of state for filing must be signed by at least one (1) general partner listed in the certificate of limited partnership.

(9) A statement by a person pursuant to section 30-24-605(a)(3), Idaho Code, stating that the person has dissociated as a general partner must be signed by that person.

(10) A statement of negation by a person pursuant to section 30-24-306, Idaho Code, must be signed by that person.

(11) Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person.

(b) A record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

(c) A person who signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.

History:

[30-24-203, added 2015, ch. 243, sec. 34, p. 846.]
Idaho Code § 30-29-1005 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1005
30-29-1005 AMENDMENT BY BOARD OF DIRECTORS.
Status: in_force

PART 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-29-1005. AMENDMENT BY BOARD OF DIRECTORS. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:

(a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(b) To delete the names and addresses of the initial directors;

(c) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;

(d) If the corporation has only one (1) class of shares outstanding:

(1) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or

(2) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;

(e) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;

(f) To reflect a reduction in authorized shares, as a result of the operation of section 30-29-631(b), Idaho Code, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;

(g) To delete a class of shares from the articles of incorporation, as a result of the operation of section 30-29-631(b), Idaho Code, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or

(h) To make any change expressly permitted by section 30-29-602(a) or (b), Idaho Code, to be made without shareholder approval.

History:

[30-29-1005, added 2015, ch. 243, sec. 65, p. 943; am. 2019, ch. 90, sec. 117, p. 296.]
Idaho Code § 30-24-902 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-902
30-24-902 DERIVATIVE ACTION.
Status: in_force

PART 9

ACTIONS BY PARTNERS

30-24-902. DERIVATIVE ACTION. A partner may maintain a derivative action to enforce a right of a limited partnership if:

(1) The partner first makes a demand on the general partners, requesting that they cause the partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or

(2) A demand under subsection (1) of this section would be futile.

History:

[30-24-902, added 2015, ch. 243, sec. 41, p. 869.]
Idaho Code § 30-29-742 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-742
30-29-742 DEMAND.
Status: in_force

PART 7

SHAREHOLDERS

30-29-742. DEMAND. No shareholder may commence a derivative proceeding until:

(a) A written demand has been made upon the corporation to take suitable action; and

(b) Ninety (90) days have expired from the date delivery of the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety (90) day period.

History:

[30-29-742, added 2015, ch. 243, sec. 62, p. 925; am. 2019, ch. 90, sec. 67, p. 266.]
Idaho Code § 30-23-408 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-408
30-23-408 RIGHTS TO INFORMATION OF PARTNERS AND PERSONS DISSOCIATED AS PARTNER.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-408. RIGHTS to information OF PARTNERS AND PERSONS DISSOCIATED AS PARTNER. (a) A partnership shall keep its books and records, if any, at its principal office.

(b) On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location specified by the partnership, any record maintained by the partnership regarding the partnership's business, financial condition, and other circumstances, to the extent the information is material to the partner's rights and duties under the partnership agreement or this act.

(c) The partnership shall furnish to each partner:

(1) Without demand, any information concerning the partnership's business, financial condition, and other circumstances that the partnership knows and is material to the proper exercise of the partner's rights and duties under the partnership agreement or this act, except to the extent the partnership can establish that it reasonably believes the member already knows the information; and

(2) On demand, any other information concerning the partnership's business, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(d) The duty to furnish information under subsection (c) of this section also applies to each partner to the extent the partner knows any of the information described in subsection (c) of this section.

(e) Subject to subsection (j) of this section, on ten (10) days' demand made in a record received by a partnership, a person dissociated as a partner may have access to information to which the person was entitled while a partner if:

(1) The information pertains to the period during which the person was a partner;

(2) The person seeks the information in good faith; and

(3) The person satisfies the requirements imposed on a partner by subsection (b) of this section.

(f) Not later than ten (10) days after receiving a demand under subsection (e) of this section, the partnership in a record shall inform the person that made the demand of:

(1) The information that the partnership will provide in response to the demand and when and where the partnership will provide the information; and

(2) The partnership's reasons for declining, if the partnership declines to provide any demanded information.

(g) A partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

(h) A partner or person dissociated as a partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) of this section applies both to the agent or legal representative and to the partner or person dissociated as a partner.

(i) Subject to section 30-23-505, Idaho Code, the rights under this section do not extend to a person as transferee.

(j) In addition to any restriction or condition stated in the partnership agreement, a partnership, as a matter within the ordinary course of its business, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.

History:

[30-23-408, added 2015, ch. 243, sec. 26, p. 821.]
Idaho Code § 30-29-802 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-802
30-29-802 QUALIFICATIONS OF DIRECTORS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-802. QUALIfiCATIONS OF DIRECTORS. (a) The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful.

(b) A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.

(c) A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

(d) A qualification for nomination for director prescribed before a person's nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person's nomination shall not apply to such person with respect to such nomination.

(e) A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director's term. A qualification prescribed after a director has been elected or appointed shall not apply to that director before the end of that director's term.

History:

[30-29-802, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 74, p. 270.]
Idaho Code § 30-29-932 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-932
30-29-932 ACTION ON A PLAN OF CONVERSION.
Status: in_force

PART 9

DOMESTICATION AND CONVERSION

30-29-932. ACTION ON A PLAN OF CONVERSION. In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion shall be adopted in the following manner, notwithstanding the provisions of section 30-22-403(a), Idaho Code:

(a) The plan of conversion shall first be adopted by the board of directors.

(b) The plan of conversion shall then be approved by the shareholders. In submitting the plan of conversion to the shareholders for their approval, the board of directors must recommend that the shareholders approve the plan, unless either the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation; or section 30-29-826, Idaho Code, applies. In either case, the board of directors shall inform the shareholders of the basis for its so proceeding.

(c) The board of directors may set conditions for approval of the plan of conversion by the shareholders or the effectiveness of the plan of conversion.

(d) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan of conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organic rules of the converted entity which are to be in writing as they will be in effect immediately after the conversion.

(e) Unless the articles of incorporation, or the board of directors acting pursuant to subsection (c) of this section, require a greater vote or a greater quorum, approval of the plan of conversion requires the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and the approval of each class or series of shares voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group.

(f) If as a result of the conversion one (1) or more shareholders of the converting domestic corporation would become subject to interest holder liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each such shareholder, of a separate written consent to become subject to such interest holder liability.

History:

[30-29-932, added 2019, ch. 90, sec. 113, p. 293.]
Idaho Code § 30-201 — Idaho Code / Title 30 / Chapter 2 / Section 30-201
30-201 FRANCHISE MAY BE LEVIED UPON.
Status: in_force

30-201. Franchise may be levied upon. For the satisfaction of any judgment against a person, firm, association, company, or corporation authorized to receive tolls, its franchise and all the rights and privileges thereof, may be levied upon and sold under execution in the same manner and with like effect as any other property.

History:

[(30-201) R.S., sec. 2642; reen. R.C. & C.L., sec. 2778; C.S., sec. 4761; I.C.A., sec. 29-201; am. 1941, ch. 102, sec. 1, p. 183.]
Idaho Code § 30-14-702 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-702
30-14-702 REPEALS.
Status: in_force

PART 7.

TRANSITION

30-14-702. Repeals. The following chapter is repealed: The Idaho securities act, chapter 14, title 30, Idaho Code.

History:

[30-14-702, added 2004, ch. 45, sec. 2, p. 225.]
Idaho Code § 30-1517 — Idaho Code / Title 30 / Chapter 15 / Section 30-1517
30-1517 PROCEDURE FOR ENTRY OF AN ORDER.
Status: in_force

30-1517. Procedure for entry of an order. (1) The director shall commence an administrative proceeding under this chapter by entering either a notice of intent to do a contemplated act or a summary order. The notice of intent or summary order may be entered without notice, without opportunity for hearing, and need not be supported by findings of fact or conclusions of law, but must be in writing.

(2) Upon entry of a notice of intent or summary order, the director shall promptly notify all interested parties that the notice or summary order has been entered and the reasons therefor. If the proceeding is pursuant to a notice of intent, the director shall inform all interested parties of the date, time and place set for the hearing on the notice. If the proceeding is pursuant to a summary order, the director shall inform all interested parties that they have thirty (30) business days from the entry of the order to file a written request for a hearing on the matter with the director and that the hearing will be scheduled to commence within thirty (30) business days after the receipt of the written request.

(3) If the proceeding is pursuant to a summary order, the director, whether or not a written request for a hearing is received from any interested party, may set the matter down for hearing on the director's own motion.

(4) If no hearing is requested and none is ordered by the director, the summary order will automatically become a final order after thirty (30) business days.

(5) If a hearing is requested or ordered, the director, after notice of an opportunity for hearing to all interested persons, may modify or vacate the order or extend it until final determination.

(6) No final order or order after hearing may be returned without:

(a) Appropriate notice to all interested persons;

(b) Opportunity for hearing by all interested persons; and

(c) Entry of written findings of fact and conclusions of law.

Every hearing in an administrative proceeding under the provisions of this chapter shall be public unless the director grants a request joined in by all the respondents that the hearing be conducted privately.

History:

[30-1517, added 1989, ch. 414, sec. 1, p. 1016.]
Idaho Code § 30-29-144 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-144
30-29-144 HOUSEHOLDING.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-144. Householding. (a) A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if:

(1) The corporation delivers one (1) copy of the notice, report, or statement to the common address;

(2) The corporation addresses the notice, report, or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and

(3) Each of those shareholders consents to delivery of a single copy of such notice, report, or statement to the shareholders' common address.

(b) Any such consent described in subsections (a)(2) or (a)(3) of this section shall be revocable by any of such shareholders who deliver written notice of revocation to the corporation. If such written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking shareholder no later than thirty (30) days after delivery of the written notice of revocation.

(c) Any shareholder who fails to object by written notice to the corporation, within sixty (60) days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection (a) of this section shall be deemed to have consented to receiving such single copy at the common address; provided that the notice of intention explains that consent may be revoked and the method for revoking.

History:

[30-29-144, added 2019, ch. 90, sec. 7, p. 233.]
Idaho Code § 30-21-509 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-509
30-21-509 WITHDRAWAL ON DISSOLUTION OR CONVERSION TO NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-509. WITHDRAWAL ON DISSOLUTION OR CONVERSION TO NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP. (a) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver a statement of withdrawal to the secretary of state for filing. The statement must be signed by the dissolved or converted entity and state:

(1) In the case of a foreign entity that has completed winding up:

(A) Its name and jurisdiction of formation; and

(B) That the foreign entity surrenders its registration to do business in this state; and

(2) In the case of a foreign entity that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership:

(A) The name of the converting foreign entity and its jurisdiction of formation;

(B) The type of nonfiling entity to which it has converted and its jurisdiction of formation;

(C) That it withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf; and

(D) A mailing address to which service of process may be made under subsection (b) of this section.

(b) After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign filing entity was registered to do business in this state may be made pursuant to section 30-21-412, Idaho Code.

History:

[30-21-509, added 2015, ch. 243, sec. 11, p. 778.]
Idaho Code § 30-1612 — Idaho Code / Title 30 / Chapter 16 / Section 30-1612
30-1612 SEVERABILITY.
Status: in_force

30-1612. Severability. The provisions of this chapter are hereby declared to be severable and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of remaining portions of this act that can be given effect without the invalid provision or application. The invalidity of any provision of this act shall not affect the remaining provisions of this act.

History:

[30-1612, added 1988, ch. 84, sec. 2, p. 158.]
Idaho Code § 30-21-802 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-802
30-21-802 PURPOSE.
Status: in_force

PART 8

ASSUMED BUSINESS NAMES

30-21-802. PURPOSE. The purpose of this part is to ensure disclosure on the public record of the true names of persons who transact business in Idaho. Compliance with the provisions of this part does not confer any exclusive right to the use of an assumed business name in Idaho.

History:

[30-21-802, added 2015, ch. 243, sec. 14, p. 783.]
Idaho Code § 30-29-602 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-602
30-29-602 TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-602. TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS. (a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:

(1) Classify any unissued shares into one (1) or more classes or into one (1) or more series within a class;

(2) Reclassify any unissued shares of any class into one (1) or more classes or into one (1) or more series within one (1) or more classes; or

(3) Reclassify any unissued shares of any series of any class into one (1) or more classes or into one (1) or more series within a class.

(b) If the board of directors acts pursuant to subsection (a) of this section, it shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under section 30-29-601, Idaho Code, of:

(1) Any class of shares before the issuance of any shares of that class; or

(2) Any series within a class before the issuance of any shares of that series.

(c) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth the terms determined under subsection (a) of this section.

History:

[30-29-602, added 2015, ch. 243, sec. 61, p. 910; am. 2019, ch. 90, sec. 28, p. 244.]
Idaho Code § 30-1702 — Idaho Code / Title 30 / Chapter 17 / Section 30-1702
30-1702 DUTIES OF DIRECTOR.
Status: in_force

30-1702. Duties of director. In discharging the duties of the position of director of an issuing public corporation, a director, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its shareholders including the possibility that these interests may be best served by the continued independence of the corporation. In addition, a director may consider the interests of Idaho employees, suppliers, customers and communities in discharging his duties.

History:

[30-1702, added 1988, ch. 84, sec. 3, p. 163.]
Idaho Code § 30-14-307 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-307
30-14-307 WAIVER AND MODIFICATION.
Status: in_force

PART 3.

REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES

30-14-307. Waiver and modification. The administrator may waive or modify, in whole or in part, any or all of the requirements of sections 30-14-302, 30-14-303 and 30-14-304(b), Idaho Code, or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to section 30-14-305(i), Idaho Code.

History:

[30-14-307, added 2004, ch. 45, sec. 2, p. 194.]
Idaho Code § 30-30-601 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-601
30-30-601 REQUIREMENT FOR AND DUTIES OF BOARD.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-601. Requirement for and duties of board. (1) Each corporation must have a board of directors.

(2) Except as provided in this act or subsection (3) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.

(3) The articles may authorize a person or persons to exercise some or all of the powers that would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.

History:

[30-30-601, added 2015, ch. 243, sec. 79, p. 984.]
Idaho Code § 30-21-404 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-404
30-21-404 DESIGNATION OF REGISTERED AGENT.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-404. DESIGNATION OF REGISTERED AGENT. (a) A registered agent filing must be signed by the represented entity and state:

(1) The name of the entity's commercial registered agent; or

(2) If the entity does not have a commercial registered agent:

(A) The name and address of the entity's noncommercial registered agent; or

(B) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices or demands are to be sent.

(b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section is an affirmation of fact by the represented entity that the agent has consented to serve.

(c) The secretary of state shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must:

(1) Be available for at least fourteen (14) calendar days;

(2) List in alphabetical order the names of the registered agents; and

(3) State the type of filing and name of the represented entity making the filing.

History:

[30-21-404, added 2015, ch. 243, sec. 10, p. 771.]
Idaho Code § 30-1604 — Idaho Code / Title 30 / Chapter 16 / Section 30-1604
30-1604 INFORMATION STATEMENT.
Status: in_force

30-1604. Information statement. (1) An acquiring person shall deliver to the issuing public corporation at its principal executive office an information statement containing all the following:

(a) The identity of the acquiring person, including the identity of each member of any partnership, limited partnership, syndicate or other group constituting the acquiring person and the identity of each affiliate and associate of the acquiring person, including the identity of each affiliate and associate of each member of such partnership, syndicate or other group;

(b) A reference that the information is made under the provisions of this section;

(c) The number and class or series of shares of the issuing public corporation beneficially owned, directly or indirectly, before the control share acquisition by each of the persons identified pursuant to paragraph (a) of this subsection;

(d) The number and class or series of shares of the issuing public corporation acquired or proposed to be acquired pursuant to the control share acquisition by each of the persons identified pursuant to paragraph (a) of this subsection and specification of which of the following ranges of voting power in the election of directors that, except for the provisions of this chapter, the acquiring person in good faith believes resulted or would result from consummation of control share acquisition:

1. At least twenty percent (20%) but less than thirty-three and one-third percent (33 1/3%);

2. At least thirty-three and one-third percent (33 1/3%) but less than or equal to fifty percent (50%); or

3. Over fifty per cent (50%); and

(e) The terms of the control share acquisition or proposed control share acquisition, including the source of moneys or other consideration and the material terms of the financial arrangements for the control share acquisition, plans or proposals of the acquiring person, including plans or proposals under consideration to enter into a business combination or combinations involving the issuing public corporation, to liquidate or dissolve the issuing public corporation, to sell all or a substantial part of its assets or merge or consolidate it or exchange its shares with any other person, to change the location of its principal place of business or its principal executive office or of a material portion of its business activities, to change materially its management or policies of employment, to change materially its charitable or community contributions or its policies, programs or practices relating thereto, to change materially its relationship with suppliers or customers or the communities in which it operates or to make any other material change in its business, corporate structure, management or personnel and such other objective facts as would be substantially likely to affect the decision of a shareholder with respect to voting on the control share acquisition.

(2) If any material change occurs in the facts set forth in the information statement, including any material increase or decrease in the number of shares of the issuing public corporation acquired or proposed to be acquired by the persons identified pursuant to subsection (1)(a) of this section, the acquiring person shall promptly deliver to the issuing public corporation at its principal executive office an amendment to the information statement containing information relating to such material change. An increase or decrease or proposed increase or decrease equal, in the aggregate for all persons identified pursuant to subsection (1)(a) of this section, to one percent (1%) or more of the total number of outstanding shares of any class or series of the issuing public corporation is deemed material for purposes of this subsection. An increase or decrease or proposed increase or decrease of less than this amount may be material, depending on the facts and circumstances.

History:

[30-1604, added 1988, ch. 84, sec. 2, p. 153; am. 2014, ch. 97, sec. 17, p. 279.]
Idaho Code § 30-29-720 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-720
30-29-720 SHAREHOLDERS' LIST FOR MEETING.
Status: in_force

PART 7

SHAREHOLDERS

30-29-720. SHAREHOLDERS' LIST FOR MEETING. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. If the board of directors fixes a different record date under section 30-29-707(e) to determine the shareholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its shareholders who are entitled to vote at the meeting. A list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. Nothing contained in this subsection shall require the corporation to include on such list the electronic mail address or other electronic contact information of a shareholder.

(b) The shareholders' list for notice shall be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholders' list for voting shall be similarly available for inspection promptly after the record date for voting. A shareholder or the shareholder's agent or attorney is entitled on written demand to inspect and, subject to the requirements of section 30-29-1602(c), Idaho Code, to copy a list, during regular business hours and at the shareholder's expense, during the period it is available for inspection.

(c) The corporation shall make the list of shareholders entitled to vote available at the meeting, and any shareholder or the shareholder's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

(d) If the corporation refuses to allow a shareholder or the shareholder's agent or attorney to inspect a shareholders' list before or at the meeting, or copy a list as permitted by subsection (b) of this section, the Idaho district court of the county where a corporation's principal office is located, or, if none in this state, Ada county, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.

History:

[30-29-720, added 2015, ch. 243, sec. 62, p. 919; am. 2019, ch. 90, sec. 52, p. 257.]
Idaho Code § 30-22-504 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-504
30-22-504 AMENDMENT OR ABANDONMENT OF PLAN OF DOMESTICATION.
Status: in_force

PART 5

DOMESTICATION

30-22-504. AMENDMENT OR ABANDONMENT OF PLAN OF DOMESTICATION. (a) A plan of domestication of a domestic domesticating entity may be amended:

(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:

(A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan;

(B) The public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or

(C) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating entity may abandon the plan in the same manner as the plan was approved.

(c) If a plan of domestication is abandoned after a statement of domestication has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the entity, must be delivered to the secretary of state for filing before the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:

(1) The name of the domesticating entity;

(2) The date on which the statement of domestication was filed by the secretary of state; and

(3) A statement that the domestication has been abandoned in accordance with this section.

History:

[30-22-504, added 2015, ch. 243, sec. 21, p. 803.]
Idaho Code § 30-1502 — Idaho Code / Title 30 / Chapter 15 / Section 30-1502
30-1502 UNLAWFUL COMMODITY TRANSACTIONS.
Status: in_force

30-1502. Unlawful commodity transactions. Except as otherwise provided in sections 30-1503 or 30-1504, Idaho Code, no person shall sell or purchase or offer to sell or purchase any commodity under any commodity contract or under any commodity option or offer to enter into or enter into as seller or purchaser any commodity contract or any commodity option.

History:

[30-1502, added 1989, ch. 414, sec. 1, p. 1009.]
Idaho Code § 30-21-801 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-801
30-21-801 SHORT TITLE.
Status: in_force

PART 8

ASSUMED BUSINESS NAMES

30-21-801. SHORT TITLE. This part may be cited as the "Idaho Assumed Business Names Act."

History:

[30-21-801, added 2015, ch. 243, sec. 14, p. 783.]
Idaho Code § 30-29-843 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-843
30-29-843 RESIGNATION AND REMOVAL OF OFFICERS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-843. RESIGNATION AND REMOVAL OF OFFICERS. (a) An officer may resign at any time by delivering written notice to the board of directors or its chair, or to the appointing officer or the secretary. A resignation is effective as provided in section 30-29-141(i), Idaho Code, unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness, but the new officer may not take office until the vacancy occurs.

(b) An officer may be removed at any time with or without cause by:

(1) The board of directors;

(2) The appointing officer, unless the bylaws or the board of directors provide otherwise; or

(3) Any other officer if authorized by the bylaws or the board of directors.

(c) In this section "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.

History:

[30-29-843, added 2015, ch. 243, sec. 63, p. 934; am. 2019, ch. 90, sec. 96, p. 280.]
Idaho Code § 30-30-407 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-407
30-30-407 MEMBER'S LIABILITY FOR DUES, ASSESSMENTS AND FEES.
Status: in_force

PART 4

MEMBERSHIP

30-30-407. Member's liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees.

History:

[30-30-407, added 2015, ch. 243, sec. 77, p. 976.]
Idaho Code § 30-30-403 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-403
30-30-403 NO REQUIREMENT OF MEMBERS.
Status: in_force

PART 4

MEMBERSHIP

30-30-403. No requirement of members. A corporation, except a cooperative corporation, is not required to have members.

History:

[30-30-403, added 2015, ch. 243, sec. 77, p. 976.]
Idaho Code § 30-29-1605 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1605
30-29-1605 INSPECTION RIGHTS OF DIRECTORS.
Status: in_force

PART 16

RECORDS AND REPORTS

30-29-1605. INSPECTION rights OF DIRECTORS. (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation.

(b) The district court of the county where the corporation's principal office is located, or if none in this state, Ada county, may order inspection and copying of the books, records and documents at the corporation's expense upon application of a director who has been refused such inspection rights unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.

History:

[30-29-1605, added 2015, ch. 243, sec. 71, p. 965; am. 2019, ch. 90, sec. 163, p. 331.]