reglab/housing_qa huggingface dataset:
ID Code § 30-29-729 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-729 - INSPECTORS OF ELECTION.

30-29-729. INSPECTORS OF ELECTION. (a) A corporation that has a class of equity securities registered pursuant to section 12 of the securities exchange act of 1934 shall, and any other corporation may, appoint one (1) or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. An inspector may be an officer or employee of the corporation. The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection (b) of this section, and may rely on information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted. (b) The inspectors shall: (1) Ascertain the number of shares outstanding and the voting power of each; (2) Determine the shares represented at a meeting; (3) Determine the validity of proxy appointments and ballots; (4) Count the votes; and (5) Make a written report of the results. (c) In performing their duties, the inspectors may examine: (1) The proxy appointment forms and any other information provided in accordance with section 30-29-722(b), Idaho Code; (2) Any envelope or related writing submitted with those appointment forms; (3) Any ballots; (4) Any evidence or other information specified in section 30-29-724, Idaho Code; and (5) The relevant books and records of the corporation relating to its shareholders and their entitlement to vote, including any securities position list provided by a depository clearing agency. (d) The inspectors may also consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection (b) of this section including for the purpose of evaluating inconsistent, incomplete, or erroneous information and reconciling information submitted on behalf of banks, brokers, their nominees, or similar persons that indicates more votes being cast than a proxy authorized by the record shareholder is entitled to cast. If the inspectors consider other information allowed by this subsection, they shall in their report under subsection (b)of this section specify the information considered by them, including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors’ belief that such information is relevant and reliable. (e) Determinations of law by the inspectors of election are subject to de novo review by a court in a proceeding under section 30-29-749, Idaho Code, or other judicial proceeding.  History: [30-29-729, added 2015, ch. 243, sec. 62, p. 923; am. 2019, ch. 90, sec. 61, p. 262.]
ID Code § 30-29-730 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-730 - VOTING TRUSTS.

30-29-730. VOTING TRUSTS. (a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation at its principal office. (b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name.  (c) Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust. A voting trust that became effective when this chapter provided a ten (10) year limit on its duration remains governed by the provisions of this section concerning duration then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust.  History: [30-29-730, added 2015, ch. 243, sec. 62, p. 923; am. 2019, ch. 90, sec. 62, p. 263.]
ID Code § 30-29-731 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-731 - VOTING AGREEMENTS.

30-29-731. VOTING AGREEMENTS. (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 30-29-730, Idaho Code. (b) A voting agreement created under this section is specifically enforceable.  History: [30-29-731, added 2015, ch. 243, sec. 62, p. 923; am. 2019, ch. 90, sec. 63, p. 264.]
ID Code § 30-29-740 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-740 - PART DEFINITIONS.

30-29-740. PART DEFINITIONS. As used in sections 30-29-741 through 30-29-747, Idaho Code: (1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 30-29-747, Idaho Code, in the right of a foreign corporation. (2) "Shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.  History: [30-29-740, added 2015, ch. 243, sec. 62, p. 925; am. 2019, ch. 90, sec. 65, p. 266.]
ID Code § 30-29-741 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-741 - STANDING.

30-29-741. STANDING. A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (a) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one (1) who was a shareholder at that time; and (b) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.  History: [30-29-741, added 2015, ch. 243, sec. 62, p. 925; am. 2019, ch. 90, sec. 66, p. 266.]
ID Code § 30-29-742 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-742 - DEMAND.

30-29-742. DEMAND. No shareholder may commence a derivative proceeding until: (a) A written demand has been made upon the corporation to take suitable action; and (b) Ninety (90) days have expired from the date delivery of the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety (90) day period.  History: [30-29-742, added 2015, ch. 243, sec. 62, p. 925; am. 2019, ch. 90, sec. 67, p. 266.]
ID Code § 30-29-743 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-743 - STAY OF PROCEEDINGS.

30-29-743. STAY OF PROCEEDINGS. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.  History: [30-29-743, added 2015, ch. 243, sec. 62, p. 925.]
ID Code § 30-29-744 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-744 - DISMISSAL.

30-29-744. DISMISSAL. (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one (1) of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation. (b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by: (1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or (2) A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum. (c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either: (1) That a majority of the board of directors did not consist of independent directors at the time the determination was made; or (2) That the requirements of subsection (a) of this section have not been met. (d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.  (e) Upon motion by the corporation, the court may appoint a panel of one (1) or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.  History: [30-29-744, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 68, p. 266.]
ID Code § 30-29-745 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-745 - DISCONTINUANCE OR SETTLEMENT.

30-29-745. DISCONTINUANCE OR SETTLEMENT. A derivative proceeding may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation’s shareholders or a class or series of shareholders, the court shall direct that notice be given to the shareholders affected.  History: [30-29-745, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 69, p. 267.]
ID Code § 30-29-746 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-746 - PAYMENT OF EXPENSES.

30-29-746. PAYMENT OF EXPENSES. On termination of the derivative proceeding the court may: (a) Order the corporation to pay the plaintiff’s expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; (b) Order the plaintiff to pay any defendant’s expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or (c) Order a party to pay an opposing party’s expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law or was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.   History: [30-29-746, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 70, p. 267.]
ID Code § 30-29-747 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-747 - APPLICABILITY TO FOREIGN CORPORATIONS.

30-29-747. APPLICABILITY TO FOREIGN CORPORATIONS. In any derivative proceeding in the right of a foreign corporation, the matters covered by sections 30-29-740 through 30-29-746, Idaho Code, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 30-29-743, 30-29-745 and 30-29-746, Idaho Code.  History: [30-29-747, added 2015, ch. 243, sec. 62, p. 927.]
ID Code § 30-29-748 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 7 - SHAREHOLDERS|Section 30-29-748 - SHAREHOLDER ACTION TO APPOINT A CUSTODIAN OR RECEIVER.

30-29-748. SHAREHOLDER ACTION TO APPOINT A CUSTODIAN OR RECEIVER. (a) The Idaho district court of the county where a corporation’s principal office is located, or, if none in this state, Ada county, may appoint one (1) or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that: (1) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or (2) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered. (b) The court: (1) May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held; (2) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and (3) Has jurisdiction over the corporation and all of its property, wherever located. (c) The court may appoint an individual, or domestic or foreign corporation registered to do business in this state, as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs. (d) The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers: (1) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and (2) A receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and may sue and defend in the receiver’s own name as receiver in all courts of this state. (e) The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation. (f) The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets. (g) As used in this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.  History: [30-29-748, added 2019, ch. 90, sec. 71, p. 268.]
ID Code § 30-29-801 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-801 - REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS.

30-29-801. REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS. (a) Except as may be provided in an agreement authorized under section 30-29-732, Idaho Code, each corporation shall have a board of directors. (b) Except as may be provided in an agreement authorized under section 30-29-732, Idaho Code, and subject to any limitation in the articles of incorporation permitted by section 30-29-202(b), Idaho Code, all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight of the board of directors.  History: [30-29-801, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 73, p. 270.]
ID Code § 30-29-802 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-802 - QUALIFICATIONS OF DIRECTORS.

30-29-802. QUALIFICATIONS OF DIRECTORS. (a) The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful. (b) A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause. (c) A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. (d) A qualification for nomination for director prescribed before a person’s nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person’s nomination shall not apply to such person with respect to such nomination. (e) A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director’s term. A qualification prescribed after a director has been elected or appointed shall not apply to that director before the end of that director’s term.  History: [30-29-802, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 74, p. 270.]
ID Code § 30-29-803 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-803 - NUMBER AND ELECTION OF DIRECTORS.

30-29-803. NUMBER AND ELECTION OF DIRECTORS. (a) A board of directors shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or bylaws. (c) Directors are elected at the first annual shareholders’ meeting and at each annual shareholders’ meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by section 30-29-704, Idaho Code, or unless their terms are staggered under section 30-29-806, Idaho Code.  History: [30-29-803, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 75, p. 271.]
ID Code § 30-29-804 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-804 - ELECTION OF DIRECTORS BY CERTAIN CLASSES OR SERIES OF SHARES.

30-29-804. ELECTION OF DIRECTORS BY CERTAIN CLASSES OR SERIES OF SHARES. If the articles of incorporation or action by the board of directors pursuant to section 30-29-602, Idaho Code, authorizes dividing the shares into classes or series, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes or series of shares. A class or series, or multiple classes or series, of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.  History: [30-29-804, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 76, p. 271.]
ID Code § 30-29-805 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-805 - TERMS OF DIRECTORS GENERALLY.

30-29-805. TERMS OF DIRECTORS GENERALLY. (a) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected. (b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with section 30-29-806, Idaho Code, at the applicable second or third annual shareholders’ meeting following their election except to the extent provided in section 30-29-1022, Idaho Code, if a bylaw electing to be governed by that section is in effect or if a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election. (c) A decrease in the number of directors does not shorten an incumbent director’s term. (d) The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. (e) Except to the extent otherwise provided in the articles of incorporation or under section 30-29-1022, Idaho Code, if a bylaw electing to be governed by that section is in effect, despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or there is a decrease in the number of directors.  History: [30-29-805, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 77, p. 271.]
ID Code § 30-29-806 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-806 - STAGGERED TERMS FOR DIRECTORS.

30-29-806. STAGGERED TERMS FOR DIRECTORS. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be elected for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.  History: [30-29-806, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 78, p. 272.]
ID Code § 30-29-807 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 8 - DIRECTORS AND OFFICERS|Section 30-29-807 - RESIGNATION OF DIRECTORS.

30-29-807. RESIGNATION OF DIRECTORS. (a) A director may resign at any time by delivering a written notice of resignation to the board of directors, its chair, or the secretary. (b) A resignation is effective as provided in section 30-29-141(i), Idaho Code, unless the resignation provides for a delayed effectiveness, including effectiveness determined upon a future event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.  History: [30-29-807, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 79, p. 272.]