reglab/housing_qa huggingface dataset:
ID Code § 30-24-903 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 24 - LIMITED PARTNERSHIPS|Part 9 - ACTIONS BY PARTNERS|Section 30-24-903 - PROPER PLAINTIFF.

30-24-903. PROPER PLAINTIFF. A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and: (1) Was a partner when the conduct giving rise to the action occurred; or (2) Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.  History: [30-24-903, added 2015, ch. 243, sec. 41, p. 869.]
ID Code § 30-24-904 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 24 - LIMITED PARTNERSHIPS|Part 9 - ACTIONS BY PARTNERS|Section 30-24-904 - PLEADING.

30-24-904. PLEADING. In a derivative action, the complaint must state with particularity: (1) The date and content of the plaintiff’s demand and the response to the demand by the general partner; or (2) Why the demand should be excused as futile.  History: [30-24-904, added 2015, ch. 243, sec. 41, p. 869.]
ID Code § 30-24-905 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 24 - LIMITED PARTNERSHIPS|Part 9 - ACTIONS BY PARTNERS|Section 30-24-905 - SPECIAL LITIGATION COMMITTEE.

30-24-905. SPECIAL LITIGATION COMMITTEE. (a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from: (1) Enforcing a person’s right to information under section 30-24-304 or 30-24-407, Idaho Code; or (2) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (b) A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be partners. (c) A special litigation committee may be appointed: (1) By a majority of the general partners not named as parties in the proceeding; or (2) If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants. (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding: (1) Continue under the control of the plaintiff; (2) Continue under the control of the committee; (3) Be settled on terms approved by the committee; or (4) Be dismissed. (e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.  History: [30-24-905, added 2015, ch. 243, sec. 41, p. 870.]
ID Code § 30-24-906 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 24 - LIMITED PARTNERSHIPS|Part 9 - ACTIONS BY PARTNERS|Section 30-24-906 - PROCEEDS AND EXPENSES.

30-24-906. PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and (2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership. (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees and costs, from the recovery of the limited partnership. (c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the court’s approval.  History: [30-24-906, added 2015, ch. 243, sec. 41, p. 870.]
ID Code § 30-25-101 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 1 - GENERAL PROVISIONS|Section 30-25-101 - SHORT TITLE.

30-25-101. SHORT TITLE. This chapter may be cited as the "Idaho Uniform Limited Liability Company Act."  History: [30-25-101, added 2015, ch. 243, sec. 43, p. 871.]
ID Code § 30-25-103 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 1 - GENERAL PROVISIONS|Section 30-25-103 - KNOWLEDGE — NOTICE.

30-25-103. KNOWLEDGE — NOTICE. (a) A person knows a fact if the person: (1) Has actual knowledge of it; or (2) Is deemed to know it under subsection (d)(1) of this section or law other than this act. (b) A person has notice of a fact if the person: (1) Has reason to know the fact from all the facts known to the person at the time in question; or (2) Is deemed to have notice of the fact under subsection (d)(2) of this section. (c) Subject to section 30-21-212, Idaho Code, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact. (d) A person not a member is deemed: (1) To know of a limitation on authority to transfer real property as provided in section 30-25-302(g), Idaho Code; and (2) To have notice of a limited liability company’s: (A) Dissolution ninety (90) days after a statement of dissolution under section 30-25-702(b)(2)(A), Idaho Code, becomes effective; (B) Termination ninety (90) days after a statement of termination under section 30-25-702(b)(2)(F), Idaho Code, becomes effective; and (C) Participation in a merger, interest exchange, conversion, or domestication ninety (90) days after articles of merger, interest exchange, conversion, or domestication under chapter 22, title 30, Idaho Code, become effective.  History: [30-25-103, added 2015, ch. 243, sec. 43, p. 872; am. 2021, ch. 321, sec. 5, p. 948.]
ID Code § 30-25-104 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 1 - GENERAL PROVISIONS|Section 30-25-104 - GOVERNING LAW.

30-25-104. GOVERNING LAW. The law of this state governs: (1) The internal affairs of a limited liability company; and (2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.  History: [30-25-104, added 2015, ch. 243, sec. 43, p. 873.]
ID Code § 30-25-106 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 1 - GENERAL PROVISIONS|Section 30-25-106 - OPERATING AGREEMENT — EFFECT ON LIMITED LIABILITY COMPANY AND PERSON BECOMING MEMBER — PREFORMATION AGREEMENT.

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.]
ID Code § 30-25-107 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 1 - GENERAL PROVISIONS|Section 30-25-107 - OPERATING AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY.

30-25-107. OPERATING AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (b) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under section 30-25-503(b)(2), Idaho Code, to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member: (1) Is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member; and (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member. (c) If a record delivered by a limited liability company to the secretary of state for filing becomes effective and contains a provision that would be ineffective under section 30-25-105(c) or (d)(3), Idaho Code, if contained in the operating agreement, the provision is ineffective in the record. (d) Subject to subsection (c) of this section, if a record delivered by a limited liability company to the secretary of state for filing becomes effective and conflicts with a provision of the operating agreement: (1) The agreement prevails as to members, persons dissociated as members, transferees, and managers; and (2) The record prevails as to other persons to the extent they reasonably rely on the record.  History: [30-25-107, added 2015, ch. 243, sec. 43, p. 875.]
ID Code § 30-25-108 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 1 - GENERAL PROVISIONS|Section 30-25-108 - NATURE, PURPOSE AND DURATION OF LIMITED LIABILITY COMPANY.

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.]
ID Code § 30-25-109 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 1 - GENERAL PROVISIONS|Section 30-25-109 - POWERS.

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.]
ID Code § 30-25-110 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 1 - GENERAL PROVISIONS|Section 30-25-110 - APPLICATION TO EXISTING RELATIONSHIPS.

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.]
ID Code § 30-25-111 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 1 - GENERAL PROVISIONS|Section 30-25-111 - SUBJECTS COVERED OUTSIDE CHAPTER.

30-25-111. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter: (1) Delivery of record – section 30-21-104, Idaho Code. (2) Permitted names – section 30-21-301, Idaho Code. (3) Reservation of name – section 30-21-303, Idaho Code. (4) Registration of name – section 30-21-304, Idaho Code. (5) Registered agent – section 30-21-404, Idaho Code. (6) Change of registered agent or address for registered agent by limited liability company – section 30-21-407, Idaho Code. (7) Resignation of registered agent – section 30-21-410, Idaho Code. (8) Change of name or address by registered agent – sections 30-21-408 and 30-21-409, Idaho Code. (9) Service of process, notice or demand – section 30-21-412, Idaho Code. (10) Reservation of power to amend or repeal – section 30-21-701, Idaho Code. (11) Supplemental principles of law – section 30-21-702, Idaho Code.  History: [30-25-111, added 2015, ch. 243, sec. 43, p. 876.]
ID Code § 30-25-201 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS|Section 30-25-201 - FORMATION OF LIMITED LIABILITY COMPANY — CERTIFICATE OF ORGANIZATION.

30-25-201. FORMATION OF LIMITED LIABILITY COMPANY — CERTIFICATE OF ORGANIZATION. (a) One (1) or more persons may act as organizers to form a limited liability company by delivering to the secretary of state for filing a certificate of organization. (b) A certificate of organization must state: (1) The name of the limited liability company that must comply with sections 30-21-301 and 30-21-302(d), Idaho Code; (2) The street and mailing addresses of the company’s principal office; (3) The information required by section 30-21-404(a), Idaho Code; (4) The name and mailing address of at least one (1) governor of the company; and (5) If the company is a professional entity, a statement that the company is a professional limited liability company and the principal profession or professions for which the company’s members are duly licensed or otherwise legally authorized to render professional services. (c) A certificate of organization 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 30-25-105(c) and (d), Idaho Code, in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority. The secretary of state shall not accept operating agreements for filing. (d) A limited liability company is formed when the certificate of organization becomes effective.  History: [30-25-201, added 2015, ch. 243, sec. 44, p. 876.]
ID Code § 30-25-202 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS|Section 30-25-202 - AMENDMENT OR RESTATEMENT OF CERTIFICATE OF ORGANIZATION.

30-25-202. AMENDMENT OR RESTATEMENT OF CERTIFICATE OF ORGANIZATION. (a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating: (1) The name of the company; (2) The date of filing of its initial certificate of organization; and (3) The text of the amendment. (c) To restate its certificate of organization, a limited liability company must deliver to the secretary of state for filing a restatement designated as such in its heading. (d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly: (1) Cause the certificate to be amended; or (2) If appropriate, deliver to the secretary of state for filing a statement of change under section 30-21-407, Idaho Code, or a statement of correction under section 30-21-205, Idaho Code.  History: [30-25-202, added 2015, ch. 243, sec. 44, p. 876.]
ID Code § 30-25-203 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS|Section 30-25-203 - SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO SECRETARY OF STATE.

30-25-203. 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) Except as otherwise provided in paragraphs (2) and (3) of this subsection, a record signed by a limited liability company must be signed by a person authorized by the company. (2) A company’s initial certificate of organization must be signed by at least one (1) person acting as an organizer. (3) A record delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company’s activities and affairs under section 30-25-702(c), Idaho Code, or a person appointed under section 30-25-702(d), Idaho Code, to wind up the activities and affairs. (4) A statement of denial by a person under section 30-25-303, Idaho Code, must be signed by that person. (5) Any other record delivered on behalf of a 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 that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.  History: [30-25-203, added 2015, ch. 243, sec. 44, p. 877.]
ID Code § 30-25-204 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS|Section 30-25-204 - LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.

30-25-204. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. (a) If a record delivered to the secretary of state for filing under this act and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and (2) Subject to subsection (b) of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (A) The record was delivered for filing on behalf of the company; and (B) The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (i) Effected an amendment under section 30-25-202, Idaho Code; (ii) Filed a petition under section 30-25-204, Idaho Code; or (iii) Delivered to the secretary of state for filing a statement of change under section 30-21-407, Idaho Code, or a statement of correction under section 30-21-205, Idaho Code. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the secretary of state for filing under this act and imposes that responsibility on one (1) or more other members, the liability stated in subsection (a)(2) of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility. (c) An individual who signs a record authorized or required to be filed under this act affirms under penalty of perjury that the information stated in the record is accurate.  History: [30-25-204, added 2015, ch. 243, sec. 44, p. 877.]
ID Code § 30-25-205 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS|Section 30-25-205 - SUBJECTS COVERED OUTSIDE CHAPTER.

30-25-205. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter: (1) Signing and filing pursuant to judicial order – section 30-21-210, Idaho Code. (2) Filing requirements – section 30-21-201, Idaho Code. (3) Effective date and time – section 30-21-203, Idaho Code. (4) Withdrawal of filed record before effectiveness – section 30-21-204, Idaho Code. (5) Correcting filed record – section 30-21-205, Idaho Code. (6) Duty of secretary of state to file; review of refusal to file; delivery of record by secretary of state – sections 30-21-206 and 30-21-212, Idaho Code. (7) Certificate of good standing or registration – section 30-21-208, Idaho Code. (8) Annual report for secretary of state – section 30-21-213, Idaho Code.  History: [30-25-205, added 2015, ch. 243, sec. 44, p. 878; am. 2021, ch. 321, sec. 7, p. 949.]
ID Code § 30-25-301 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 3 - RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY|Section 30-25-301 - NO AGENCY POWER OF MEMBER AS MEMBER.

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.]
ID Code § 30-25-303 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 3 - RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY|Section 30-25-303 - STATEMENT OF DENIAL.

30-25-303. STATEMENT OF DENIAL. A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that: (1) Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and (2) Denies the grant of authority.  History: [30-25-303, added 2015, ch. 243, sec. 45, p. 880.]