reglab/housing_qa huggingface dataset:
ID Code § 30-29-152 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 1 - GENERAL PROVISIONS|Section 30-29-152 - JUDICIAL PROCEEDINGS REGARDING VALIDITY OF CORPORATE ACTIONS.

30-29-152. JUDICIAL PROCEEDINGS REGARDING VALIDITY OF CORPORATE ACTIONS. (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under section 30-29-147, Idaho Code, or any other person claiming to be substantially and adversely affected by a ratification under section 30-29-147, Idaho Code, the Idaho district court of the county where a corporation’s principal office is located, or, if none in this state, Ada county, may: (1) Determine the validity and effectiveness of any corporate action or defective corporate action; (2) Determine the validity and effectiveness of any ratification under section 30-29-147, Idaho Code; (3) Determine the validity of any putative shares; and (4) Modify or waive any of the procedures specified in section 30-29-147, Idaho Code, or 30-29-148, Idaho Code, to ratify a defective corporate action. (b) In connection with an action under this section, the court may make such findings or orders, and take into account any factors or considerations regarding such matters as it deems proper under the circumstances. (c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action. (d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within one hundred twenty (120) days of the validation effective time.  History: [30-29-152, added 2019, ch. 90, sec. 15, p. 238.]
ID Code § 30-29-201 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 2 - INCORPORATION|Section 30-29-201 - INCORPORATORS.

30-29-201. INCORPORATORS. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.  History: [30-29-201, added 2015, ch. 243, sec. 57, p. 905.]
ID Code § 30-29-203 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 2 - INCORPORATION|Section 30-29-203 - 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.]
ID Code § 30-29-204 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 2 - INCORPORATION|Section 30-29-204 - LIABILITY FOR PREINCORPORATION TRANSACTIONS.

30-29-204. LIABILITY FOR PREINCORPORATION TRANSACTIONS. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.  History: [30-29-204, added 2015, ch. 243, sec. 57, p. 906; am. 2019, ch. 90, sec. 18, p. 240.]
ID Code § 30-29-205 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 2 - INCORPORATION|Section 30-29-205 - ORGANIZATION OF CORPORATION.

30-29-205. ORGANIZATION OF CORPORATION. (a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or (2) If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) To elect initial directors and complete the organization of the corporation; or (ii) To elect a board of directors, who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or out of this state.  History: [30-29-205, added 2015, ch. 243, sec. 57, p. 907; am. 2019, ch. 90, sec. 19, p. 240.]
ID Code § 30-29-206 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 2 - INCORPORATION|Section 30-29-206 - BYLAWS.

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.]
ID Code § 30-29-207 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 2 - INCORPORATION|Section 30-29-207 - EMERGENCY BYLAWS.

30-29-207. EMERGENCY BYLAWS. (a) Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a director, officer, employee or agent of the corporation. (d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.  History: [30-29-207, added 2015, ch. 243, sec. 57, p. 907; am. 2019, ch. 90, sec. 21, p. 241.]
ID Code § 30-29-208 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 2 - INCORPORATION|Section 30-29-208 - FORUM SELECTION PROVISIONS.

30-29-208. FORUM SELECTION PROVISIONS. (a) The articles of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship. (b) A provision of the articles of incorporation or bylaws adopted under subsection (a) of this section shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) of this section do not have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction. (c) No provision of the articles of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require such claims to be determined by arbitration. (d) As used in this section, "internal corporate claim" means any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity; any derivative action or proceeding brought on behalf of the corporation; any action asserting a claim arising pursuant to any provision of this chapter or the articles of incorporation or bylaws; or any action asserting a claim governed by the internal affairs doctrine that is not included in this section.  History: [30-29-208, added 2019, ch. 90, sec. 22, p. 241.]
ID Code § 30-29-301 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 3 - PURPOSES AND POWERS|Section 30-29-301 - PURPOSES.

30-29-301. PURPOSES. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.  History: [30-29-301, added 2015, ch. 243, sec. 58, p. 907; am. 2019, ch. 90, sec. 23, p. 242.]
ID Code § 30-29-302 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 3 - PURPOSES AND POWERS|Section 30-29-302 - GENERAL POWERS.

30-29-302. GENERAL POWERS. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including power: (a) To sue and be sued, complain and defend in its corporate name; (b) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (c) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation; (d) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property wherever located; (e) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (f) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity; (g) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other securities and obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income; (h) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (i) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity; (j) To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state; (k) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit; (l) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents; (m) To make donations for the public welfare or for charitable, scientific, or educational purposes; (n) To transact any lawful business that will aid governmental policy; and (o) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.  History: [30-29-302, added 2015, ch. 243, sec. 58, p. 908; am. 2019, ch. 90, sec. 24, p. 242.]
ID Code § 30-29-303 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 3 - PURPOSES AND POWERS|Section 30-29-303 - EMERGENCY POWERS.

30-29-303. EMERGENCY POWERS. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner; and (2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) Binds the corporation; and (2) May not be used to impose liability on a director, officer, employee or agent. (d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.  History: [30-29-303, added 2015, ch. 243, sec. 58, p. 908; am. 2019, ch. 90, sec. 25, p. 243.]
ID Code § 30-29-304 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 3 - PURPOSES AND POWERS|Section 30-29-304 - LACK OF POWER TO ACT.

30-29-304. LACK OF POWER TO ACT. (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation’s power to act may be challenged: (1) In a proceeding by a shareholder against the corporation to enjoin the act; (2) In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation; or (3) In a proceeding by the attorney general under section 30-29-1430, Idaho Code. (c) In a shareholder’s proceeding under subsection (b)(1) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.   History: [30-29-304, added 2015, ch. 243, sec. 58, p. 909; am. 2019, ch. 90, sec. 26, p. 243.]
ID Code § 30-29-601 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 6 - SHARES AND DISTRIBUTIONS|Section 30-29-601 - AUTHORIZED SHARES.

30-29-601. AUTHORIZED SHARES. (a) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one (1) class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and before the issuance of shares of a class or series, describe the terms, including the preferences, rights and limitations of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights and limitations, that are identical with those of other shares of the same class or series. (b) The articles of incorporation must authorize: (1) One (1) or more classes or series of shares that together have full voting rights; and  (2) One (1) or more classes or series of shares, which may be the same class, classes, or series as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution. (c) The articles of incorporation may authorize one (1) or more classes or series of shares that: (1) Have special, conditional or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter; (2) Are redeemable or convertible as specified in the articles of incorporation: (i) At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event; (ii) For cash, indebtedness, securities or other property; and (iii) At prices and in amounts specified or determined in accordance with a formula; (3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or (4) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation. (d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 30-29-120(d), Idaho Code. (e) Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation. (f) The description of the preferences, rights and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.  History: [30-29-601, added 2015, ch. 243, sec. 61, p. 909; am. 2019, ch. 90, sec. 27, p. 244.]
ID Code § 30-29-602 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 6 - SHARES AND DISTRIBUTIONS|Section 30-29-602 - TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS.

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.]
ID Code § 30-29-603 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 6 - SHARES AND DISTRIBUTIONS|Section 30-29-603 - ISSUED AND OUTSTANDING SHARES.

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.]
ID Code § 30-29-604 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 6 - SHARES AND DISTRIBUTIONS|Section 30-29-604 - FRACTIONAL SHARES.

30-29-604. FRACTIONAL SHARES. (a) A corporation may issue fractions of a share or, in lieu of doing so, may: (1) Pay in cash the value of fractions of a share; (2) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share; or (3) Arrange for disposition of fractional shares by the holders of such shares. (b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 30-29-625(b), Idaho Code. (c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the rights to vote, to receive dividends, and to receive distributions upon dissolution. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. (d) The board of directors may authorize the issuance of scrip subject to any condition, including that: (1) The scrip will become void if not exchanged for full shares before a specified date; and (2) The shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.  History: [30-29-604, added 2015, ch. 243, sec. 61, p. 911; am. 2019, ch. 90, sec. 30, p. 245.]