reglab/housing_qa huggingface dataset:
ID Code § 30-29-844 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-844 - CONTRACT RIGHTS OF OFFICERS.

30-29-844. CONTRACT RIGHTS OF OFFICERS. (a) The election or appointment of an officer does not itself create contract rights. (b) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.  History: [30-29-844, added 2015, ch. 243, sec. 63, p. 934; am. 2019, ch. 90, sec. 97, p. 280.]
ID Code § 30-29-850 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-850 - DEFINITIONS.

30-29-850. DEFINITIONS. For purposes of this section and sections 30-29-851 through 30-29-859, Idaho Code: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger. (2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer. (3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding. (4) "Official capacity" means: (a) When used with respect to a director, the office of director in a corporation; and (b) When used with respect to an officer, as contemplated in section 30-29-856, Idaho Code, the office in a corporation held by the officer.  "Official capacity" does not include service for any other domestic or foreign corporation or any joint venture, trust, employee benefit plan or other entity. (5) "Party" means an individual who was, is or is threatened to be made a defendant or respondent in a proceeding. (6) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.  History: [30-29-850, added 2015, ch. 243, sec. 63, p. 934; am. 2019, ch. 90, sec. 98, p. 281.]
ID Code § 30-29-851 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-851 - PERMISSIBLE INDEMNIFICATION.

30-29-851. PERMISSIBLE INDEMNIFICATION. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (1)(i) The director conducted himself or herself in good faith; and (ii) The director reasonably believed: (A) In the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and (B) In all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and (iii) In the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful; or (2) The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by section 30-29-202(b)(5), Idaho Code. (b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (a)(1)(ii)(B) of this section. (c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section. (d) Unless ordered by a court under section 30-29-854(a)(3), Idaho Code, a corporation may not indemnify a director: (1) In connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a) of this section; or (2) In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, regardless of whether it involved action in the director’s official capacity.  History: [30-29-851, added 2015, ch. 243, sec. 63, p. 935; am. 2019, ch. 90, sec. 99, p. 281.]
ID Code § 30-29-852 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-852 - MANDATORY INDEMNIFICATION.

30-29-852. MANDATORY INDEMNIFICATION. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding.  History: [30-29-852, added 2015, ch. 243, sec. 63, p. 936; am. 2019, ch. 90, sec. 100, p. 282.]
ID Code § 30-29-853 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-853 - ADVANCE FOR EXPENSES.

30-29-853. ADVANCE FOR EXPENSES. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under section 30-29-852, Idaho Code; and it is ultimately determined under section 30-29-854 or 30-29-855, Idaho Code, that the director is not entitled to indemnification. (b) The undertaking required by subsection (a) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment. (c) Authorizations under this section shall be made: (1) By the board of directors: (i) If there are two (2) or more qualified directors, by a majority vote of all the qualified directors, a majority of whom shall for such purposes constitute a quorum, or by a majority of the members of a committee consisting solely of two (2) or more qualified directors appointed by such a vote; or (ii) If there are fewer than two (2) qualified directors, by the vote necessary for action by the board of directors in accordance with section 30-29-824(c), Idaho Code, in which authorization directors who are qualified directors may participate; or (2) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.  History: [30-29-853, added 2015, ch. 243, sec. 63, p. 936; am. 2019, ch. 90, sec. 101, p. 282.]
ID Code § 30-29-854 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-854 - COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES.

30-29-854. COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES. (a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall: (1) Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 30-29-852, Idaho Code; (2) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by section 30-29-858(a), Idaho Code; or (3) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable: (i) To indemnify the director; or (ii) To advance expenses to the director, even if under this paragraph he or she has not met the relevant standard of conduct set forth in section 30-29-851(a), Idaho Code, failed to comply with section 30-29-853, Idaho Code, or was adjudged liable in a proceeding referred to in section 30-29-851(d)(1) or (2), Idaho Code, but if the director was adjudged so liable, indemnification shall be limited to expenses incurred in connection with the proceeding. (b) If the court determines that the director is entitled to indemnification under subsection (a)(1) of this section or to indemnification or advance for expenses under subsection (a)(2) of this section, it shall also order the corporation to pay the director’s expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3) of this section, it may also order the corporation to pay the director’s expenses to obtain court-ordered indemnification or advance for expenses.  History: [30-29-854, added 2015, ch. 243, sec. 63, p. 936; am. 2019, ch. 90, sec. 102, p. 283.]
ID Code § 30-29-855 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-855 - DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

30-29-855. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION. (a) A corporation may not indemnify a director under section 30-29-851, Idaho Code, unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in section 30-29-851, Idaho Code. (b) The determination shall be made: (1) If there are two (2) or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two (2) or more qualified directors appointed by such a vote; (2) By special legal counsel: (i) Selected in the manner prescribed in paragraph (1) of this subsection; or (ii) If there are fewer than two (2) qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate; or (3) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination. (c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two (2) qualified directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii) of this section.  History: [30-29-855, added 2015, ch. 243, sec. 63, p. 937; am. 2019, ch. 90, sec. 103, p. 284.]
ID Code § 30-29-856 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-856 - INDEMNIFICATION OF OFFICERS.

30-29-856. INDEMNIFICATION OF OFFICERS. (a) A corporation may indemnify and advance expenses under sections 30-29-850 through 30-29-859, Idaho Code, to an officer who is a party to a proceeding because he or she is an officer: (1) To the same extent as a director; and (2) If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board of directors, or shareholders except for: (i) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or (ii) Liability arising out of conduct that constitutes: (A) Receipt by the officer of a financial benefit to which he or she is not entitled; (B) An intentional infliction of harm on the corporation or the shareholders; or (C) An intentional violation of criminal law. (b) The provisions of subsection (a)(2) of this section shall apply to an officer who is also a director if he or she is made a party to the proceeding based on an act or omission solely as an officer. (c) An officer who is not a director is entitled to mandatory indemnification under section 30-29-852, Idaho Code, and may apply to a court under section 30-29-854, Idaho Code, for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections.  History: [30-29-856, added 2015, ch. 243, sec. 63, p. 937; am. 2019, ch. 90, sec. 104, p. 284.]
ID Code § 30-29-857 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-857 - INSURANCE.

30-29-857. INSURANCE. A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability under sections 30-29-850 through 30-29-859, Idaho Code.  History: [30-29-857, added 2015, ch. 243, sec. 63, p. 938; am. 2019, ch. 90, sec. 105, p. 285.]
ID Code § 30-29-859 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-859 - EXCLUSIVITY.

30-29-859. EXCLUSIVITY. A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by sections 30-29-850 through 30-29-859, Idaho Code.  History: [30-29-859, added 2015, ch. 243, sec. 63, p. 939.]
ID Code § 30-29-861 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-861 - JUDICIAL ACTION.

30-29-861. JUDICIAL ACTION. (a) A transaction effected or proposed to be effected by the corporation or by an entity controlled by the corporation may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the grounds that the director has an interest, respecting the transaction if it is not a director’s conflicting interest transaction. (b) A director’s conflicting interest transaction may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the grounds that the director has an interest respecting the transaction, if: (1) Directors’ action respecting the transaction was taken in compliance with section 30-29-862, Idaho Code, at any time; (2) Shareholders’ action respecting the transaction was taken in compliance with section 30-29-863, Idaho Code, at any time; or (3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.  History: [30-29-861, added 2015, ch. 243, sec. 63, p. 940; am. 2019, ch. 90, sec. 109, p. 287.]
ID Code § 30-29-862 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-862 - DIRECTORS’ ACTION.

30-29-862. DIRECTORS’ ACTION. (a) Directors’ action respecting a director’s conflicting interest transaction is effective for purposes of section 30-29-861(b)(1), Idaho Code, if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two (2), of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section; provided that: (1) The qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and (2) Where the action has been taken by a board committee, all members of the committee were qualified directors, and either the committee was composed of all the qualified directors on the board of directors, or the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board of directors. (b) Notwithstanding the provisions of subsection (a) of this section, when a transaction is a director’s conflicting interest transaction, only because a related person described in section 30-29-860(3)(e) or (f), Idaho Code, is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure 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, provided that the conflicted director discloses to the qualified directors voting on the transaction: (1) All information required to be disclosed that is not so violative;  (2) The existence and nature of the director’s conflicting interest; and (3) The nature of the conflicted director’s duty not to disclose the confidential information. (c) A majority, but no fewer than two (2), of all the qualified directors on the board of directors, or on the board committee, constitutes a quorum for purposes of action that complies with this section.  (d) Where directors’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation or bylaws or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a board committee, in which action directors who are not qualified directors may participate.  History: [30-29-862, added 2015, ch. 243, sec. 63, p. 940; am. 2019, ch. 90, sec. 110, p. 287.]
ID Code § 30-29-870 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-870 - BUSINESS OPPORTUNITIES.

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.]
ID Code § 30-29-901 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 9 - DOMESTICATION AND CONVERSION|Section 30-29-901 - DEFINITIONS.

30-29-901. DEFINITIONS. (a) As used in this part: (1) "Domesticated corporation" means a domesticated entity that is a corporation. (2) "Domesticating corporation" means a domesticating entity that is a corporation. (b) The following definitions in chapter 22, title 30, Idaho Code, shall apply to this part: (1) "Conversion" is as defined in section 30-22-102(a)(4), Idaho Code. (2) "Converted entity" is as defined in section 30-22-102(a)(5), Idaho Code. (3) "Converting entity" is as defined in section 30-22-102(a)(6), Idaho Code. (4) "Domesticated entity" is as defined in section 30-22-102(a)(7), Idaho Code. (5) "Domesticating entity" is as defined in section 30-22-102(a)(8), Idaho Code. (6) "Domestication" is as defined in section 30-22-102(a)(9), Idaho Code. (7) "Protected agreement" is as defined in section 30-22-102(a)(19), Idaho Code.  History: [30-29-901, added 2019, ch. 90, sec. 113, p. 291.]
ID Code § 30-29-922 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 9 - DOMESTICATION AND CONVERSION|Section 30-29-922 - ARTICLES OF DOMESTICATION — EFFECTIVENESS.

30-29-922. ARTICLES OF DOMESTICATION — EFFECTIVENESS. Notwithstanding the provisions of section 30-22-505(b)(4), Idaho Code, a statement of domestication of a domesticating corporation shall include a statement that the plan of domestication was approved in accordance with this section.  History: [30-29-922, added 2019, ch. 90, sec. 113, p. 292.]