reglab/housing_qa huggingface dataset:
ID Code § 30-29-808 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-808 - REMOVAL OF DIRECTORS BY SHAREHOLDERS.

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.]
ID Code § 30-29-809 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-809 - REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING.

30-29-809. REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING. (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 remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that: (1) The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (2) Considering the director’s course of conduct and the inadequacy of other available remedies, removal, or other such relief would be in the best interest of the corporation. (b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 30-29-740 through 30-29-747, Idaho Code, except section 30-29-741(a), Idaho Code.  History: [30-29-809, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 81, p. 273.]
ID Code § 30-29-810 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-810 - VACANCY ON BOARD OF DIRECTORS.

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.]
ID Code § 30-29-811 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-811 - COMPENSATION OF DIRECTORS.

30-29-811. COMPENSATION OF DIRECTORS. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. History: [30-29-811, added 2015, ch. 243, sec. 63, p. 929.]
ID Code § 30-29-820 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-820 - MEETINGS.

30-29-820. MEETINGS. (a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless restricted by the articles of incorporation or bylaws, any or all directors may participate in any meeting of the board of directors through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.  History: [30-29-820, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 83, p. 273.]
ID Code § 30-29-821 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-821 - ACTION WITHOUT MEETING.

30-29-821. ACTION WITHOUT MEETING. (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. (b) Action taken under this section is the act of the board of directors when one (1) or more consents signed by all the directors are delivered to the corporation. The consent may specify a later time as the time at which the action taken is to be effective. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors. (c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.  History: [30-29-821, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 84, p. 274.]
ID Code § 30-29-822 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-822 - NOTICE OF MEETING.

30-29-822. NOTICE OF MEETING. (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two (2) days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.  History: [30-29-822, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 85, p. 274.]
ID Code § 30-29-823 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-823 - WAIVER OF NOTICE.

30-29-823. WAIVER OF NOTICE. (a) A director may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for filing by the corporation with the minutes or corporate records. (b) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not after objecting vote for or assent to action taken at the meeting.  History: [30-29-823, added 2015, ch. 243, sec. 63, p. 930; am. 2019, ch. 90, sec. 86, p. 274.]
ID Code § 30-29-824 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-824 - QUORUM AND VOTING.

30-29-824. QUORUM AND VOTING. (a) Unless the articles of incorporation or bylaws provide for a greater or fewer number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws. (b) The quorum of the board of directors specified in or fixed in accordance with the articles of incorporation or bylaws may not consist of fewer than one-third (1/3) of the specified or fixed number of directors. (c) 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 of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter. (d) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have assented to the action taken unless: (1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting; (2) The dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) The director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.  History: [30-29-824, added 2015, ch. 243, sec. 63, p. 930; am. 2019, ch. 90, sec. 87, p. 274.]
ID Code § 30-29-825 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-825 - BOARD COMMITTEES.

30-29-825. BOARD COMMITTEES. (a) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may establish one (1) or more board committees composed exclusively of one (1) or more directors to perform functions of the board of directors. (b) The establishment of a board committee and appointment of members to it shall be approved by the greater of: (1) A majority of all the directors in office when the action is taken; or (2) The number of directors required by the articles of incorporation or bylaws to take action under section 30-29-824, Idaho Code, unless, in either case, this chapter or the articles of incorporation provide otherwise. (c) Sections 30-29-820 through 30-29-824, Idaho Code, apply to board committees and their members. (d) A board committee may exercise the powers of the board of directors under section 30-29-801, Idaho Code, to the extent specified by the board of directors or in the articles of incorporation or bylaws, except that a board committee may not: (1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors; (2) Approve or propose to shareholders action that this chapter requires be approved by shareholders; (3) Fill vacancies on the board of directors or, subject to subsection (e) of this section, on any board committees; or (4) Adopt, amend, or repeal bylaws. (e) The board of directors may appoint one (1) or more directors as alternate members of any board committee to replace any absent or disqualified member during the member’s absence or disqualification. If the articles of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member’s absence or disqualification.  History: [30-29-825, added 2015, ch. 243, sec. 63, p. 930; am. 2019, ch. 90, sec. 88, p. 275.]
ID Code § 30-29-826 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-826 - SUBMISSION OF MATTERS FOR SHAREHOLDER VOTE.

30-29-826. SUBMISSION OF MATTERS FOR SHAREHOLDER VOTE. A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.  History: [30-29-826, added 2019, ch. 90, sec. 89, p. 276.]
ID Code § 30-29-830 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-830 - STANDARDS OF CONDUCT FOR DIRECTORS.

30-29-830. STANDARDS OF CONDUCT FOR DIRECTORS. (a) Each member of the board of directors, when discharging the duties of a director, shall act: (1) In good faith; and (2) In a manner the director reasonably believes to be in the best interests of the corporation. (b) The members of the board of directors or a board committee, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. (c) In discharging board or board committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule. (d) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted, is entitled to rely on the performance by any of the persons specified in subsection (f)(1) or (3) of this section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one (1) or more of the board’s functions that are delegable under applicable law. (e) In discharging board or board committee duties a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data prepared or presented by any of the persons specified in subsection (f) of this section. (f) A director is entitled to rely, in accordance with subsection (d) or (e) of this section, on: (1) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided; (2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters: (i) Within the particular person’s professional or expert competence; or (ii) As to which the particular person merits confidence; or (3) A board committee of which the director is not a member if the director reasonably believes the committee merits confidence.  History: [30-29-830, added 2015, ch. 243, sec. 63, p. 931; am. 2019, ch. 90, sec. 90, p. 276.]
ID Code § 30-29-832 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-832 - DIRECTORS’ LIABILITY FOR UNLAWFUL DISTRIBUTIONS.

30-29-832. DIRECTORS’ LIABILITY FOR UNLAWFUL DISTRIBUTIONS. (a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to section 30-29-640(a) or 30-29-1409(a), Idaho Code, is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 30-29-640(a) or 30-29-1409(a), Idaho Code, if the party asserting liability establishes that when taking the action the director did not comply with section 30-29-830, Idaho Code. (b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to: (1) Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and (2) Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted knowing the distribution was made in violation of section 30-29-640(a) or 30-29-1409(a), Idaho Code. (c) A proceeding to enforce: (1) The liability of a director under subsection (a) of this section is barred unless it is commenced within two (2) years after the date: (i) On which the effect of the distribution was measured under section 30-29-640(e) or (g), Idaho Code; or (ii) As of which the violation of section 30-29-640(a), Idaho Code, occurred as the consequence of disregard of a restriction in the articles of incorporation; or (iii) On which the distribution of assets to shareholders under section 30-29-1409(a), Idaho Code, was made; or (2) Contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.  History: [(30-29-832) 30-29-833, added 2015, ch. 243, sec. 63, p. 933; am. and redesig. 2019, ch. 90, sec. 92, p. 278.]
ID Code § 30-29-840 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-840 - OFFICERS.

30-29-840. OFFICERS. (a) A corporation has the offices described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) The board of directors may elect individuals to fill one (1) or more offices of the corporation. An officer may appoint one (1) or more officers if authorized by the bylaws or the board of directors. (c) The bylaws or the board of directors shall assign an officer responsibility for maintaining and authenticating the records of the corporation required to be kept under section 30-29-1601(a), Idaho Code. (d) The same individual may simultaneously hold more than one (1) office in a corporation.  History: [30-29-840, added 2015, ch. 243, sec. 63, p. 933; am. 2019, ch. 90, sec. 93, p. 279.]
ID Code § 30-29-841 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-841 - FUNCTIONS OF OFFICERS.

30-29-841. FUNCTIONS OF OFFICERS. Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.  History: [30-29-841, added 2015, ch. 243, sec. 63, p. 933; am. 2019, ch. 90, sec. 94, p. 279.]
ID Code § 30-29-842 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-842 - STANDARDS OF CONDUCT FOR OFFICERS.

30-29-842. STANDARDS OF CONDUCT FOR OFFICERS. (a) An officer, when performing in such capacity, has the duty to act: (1) In good faith; (2) With the care that a person in a like position would reasonably exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best interests of the corporation. (b) The duty of an officer includes the obligation: (1) To inform the superior officer to whom, or the board of directors or the board committee to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer’s functions, and known to the officer to be material to such superior officer, board, or committee; and (2) To inform his or her superior officer, or another appropriate person within the corporation, or the board of directors, or a board committee, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation that the officer believes has occurred or is likely to occur. (c) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on: (1) The performance of properly delegated responsibilities by one (1) or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or (2) Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one (1) or more employees of the corporation whom the officer reasonably believes to be competent in the matters presented or by legal counsel, public accountants or other persons retained by the corporation as to matters involving skill or expertise the officer reasonably believes are matters: (i) Within the particular person’s professional or expert competence; or (ii) As to which the particular person merits confidence. (d) An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of section 30-29-831, Idaho Code, that have relevance.  History: [30-29-842, added 2015, ch. 243, sec. 63, p. 933; am. 2019, ch. 90, sec. 95, p. 279.]
ID Code § 30-29-843 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-843 - RESIGNATION AND REMOVAL OF 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.]