reglab/statecodes huggingface dataset:
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-620 - SUBSCRIPTION FOR SHARES BEFORE INCORPORATION.

30-29-620. SUBSCRIPTION FOR SHARES BEFORE INCORPORATION. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement, provided that such consideration meets the requirements of section 30-29-621(b), Idaho Code.
(d) If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty (20) days after the corporation delivers a written demand for payment to the subscriber.
(e) A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against the subscriber or the corporation, unless in writing and signed by the party to be bound.
History:
[30-29-620, added 2015, ch. 243, sec. 61, p. 911; am. 2019, ch. 90, sec. 31, p. 246.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-621 - ISSUANCE OF SHARES.

30-29-621. ISSUANCE OF SHARES. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, or other securities of the corporation.
(c) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
(e) The corporation may place in escrow shares issued for a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits are received, or the note is paid. If the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.
(f) (1) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum consisting of a majority, or such greater number as the articles of incorporation may prescribe, of the votes entitled to be cast on the matter exists, if:
(i) The shares, other securities, or rights are to be issued for consideration other than cash or cash equivalents; and
(ii) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent (20%) of the voting power of the shares of the corporation that were outstanding immediately before the transaction.
(2) In this subsection:
(i) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares, or other securities convertible into or rights exercisable for shares, shall be the greater of:
(A) The voting power of the shares to be issued; or
(B) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.
(ii) A series of transactions is integrated only if consummation of one (1) transaction is made contingent on consummation of one (1) or more of the other transactions.
History:
[30-29-621, added 2015, ch. 243, sec. 61, p. 912; am. 2019, ch. 90, sec. 32, p. 246.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-622 - LIABILITY OF SHAREHOLDERS.

30-29-622. LIABILITY OF SHAREHOLDERS. (a) A purchaser from a corporation of the corporation’s own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
(b) A shareholder of a corporation is not personally liable for any liabilities of the corporation, including liabilities arising from acts of the corporation, except to the extent provided in a provision of the articles of incorporation permitted by section 30-29-202(b)(2)(v), Idaho Code, and that a shareholder may become personally liable by reason of the shareholder’s own acts or conduct.
History:
[30-29-622, added 2015, ch. 243, sec. 61, p. 912; am. 2019, ch. 90, sec. 33, p. 247.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-623 - SHARE DIVIDENDS.

30-29-623. SHARE DIVIDENDS. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one (1) or more classes or series of shares. An issuance of shares under this subsection is a share dividend.
(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(1) The articles of incorporation so authorize;
(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(3) There are no outstanding shares of the class or series to be issued.
(c) The board of directors may fix the record date for determining shareholders entitled to a share dividend, which date may not be retroactive.
(d) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
History:
[30-29-623, added 2015, ch. 243, sec. 61, p. 913; am. 2019, ch. 90, sec. 34, p. 247.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-624 - SHARE RIGHTS, OPTIONS, WARRANTS, AND AWARDS.

30-29-624. SHARE RIGHTS, OPTIONS, WARRANTS, AND AWARDS. (a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:
(1) The terms and conditions upon which the rights, options, or warrants are issued; and
(2) The terms, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.
(b) The terms and conditions of such rights, options, or warrants may include restrictions or conditions that:
(1) Preclude or limit the exercise, transfer or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or
(2) Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.
(c) The board of directors may authorize one (1) or more officers to:
(1) Designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares; and
(2) Determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of such rights, options, warrants, or other equity compensation awards and the terms of such rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use such authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of such rights, options, warrants, or other equity compensation awards.
History:
[30-29-624, added 2015, ch. 243, sec. 61, p. 913; am. 2019, ch. 90, sec. 35, p. 248.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-625 - FORM AND CONTENT OF CERTIFICATES.

30-29-625. FORM AND CONTENT OF CERTIFICATES. (a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.
(b) At a minimum each share certificate must state on its face:
(1) The name of the corporation and that it is organized under the law of this state;
(2) The name of the person to whom issued; and
(3) The number and class of shares and the designation of the series, if any, the certificate represents.
(c) If the corporation is authorized to issue different classes of shares or series of shares within a class, the front or back of each certificate must summarize the rights, preferences, and limitations applicable to each class and series; any variations in rights, preferences, and limitations among the holders of the same class or series; and the authority of the board of directors to determine terms of future classes or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d) Each share certificate must be signed by two (2) officers designated in the bylaws or by the board of directors.
(e) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
History:
[30-29-625, added 2015, ch. 243, sec. 61, p. 913; am. 2019, ch. 90, sec. 36, p. 248.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-626 - SHARES WITHOUT CERTIFICATES.

30-29-626. SHARES WITHOUT CERTIFICATES. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement of the information required on certificates by section 30-29-625(b) and (c), Idaho Code, and, if applicable, section 30-29-627, Idaho Code.
History:
[30-29-626, added 2015, ch. 243, sec. 61, p. 914; am. 2019, ch. 90, sec. 37, p. 249.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-627 - RESTRICTION ON TRANSFER OF SHARES.

30-29-627. RESTRICTION ON TRANSFER OF SHARES. (a) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 30-29-626(b), Idaho Code. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
(1) To maintain the corporation’s status when it is dependent on the number or identity of its shareholders;
(2) To preserve exemptions under federal or state securities law; or
(3) For any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may:
(1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
(2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
(3) Require the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or
(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
History:
[30-29-627, added 2015, ch. 243, sec. 61, p. 914; am. 2019, ch. 90, sec. 38, p. 249.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-630 - SHAREHOLDERS’ PREEMPTIVE RIGHTS.

30-29-630. SHAREHOLDERS’ PREEMPTIVE RIGHTS. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.
(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights," or words of similar effect, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.
(2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(3) There is no preemptive right with respect to:
(i) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;
(ii) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;
(iii) Shares authorized in the articles of incorporation that are issued within six (6) months from the effective date of incorporation; or
(iv) Shares sold otherwise than for cash.
(4) Holders of shares of any class or series without voting power but with preferential rights to distributions have no preemptive rights with respect to shares of any class or series.
(5) Holders of shares of any class or series with voting power but without preferential rights to distributions have no preemptive rights with respect to shares of any class or series with preferential rights to distributions unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire the shares without preferential rights.
(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders’ preemptive rights.
(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
History:
[30-29-630, added 2015, ch. 243, sec. 61, p. 915; am. 2019, ch. 90, sec. 40, p. 250.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 6 - SHARES AND DISTRIBUTIONS › Section 30-29-631 - CORPORATION’S ACQUISITION OF ITS OWN SHARES.

30-29-631. CORPORATION’S ACQUISITION OF ITS OWN SHARES. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation’s articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.
(b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation pursuant to section 30-29-1005(f), Idaho Code.
(c) A corporation has authority to use, hold, acquire, cancel and dispose of treasury shares.
(d) Unless the board of directors adopts an amendment to the corporation’s articles of incorporation to reduce the number of authorized shares, treasury shares of the corporation that are canceled shall be treated as authorized but unissued shares.
History:
[30-29-631, added 2015, ch. 243, sec. 61, p. 915; am. 2019, ch. 90, sec. 41, p. 251.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-701 - ANNUAL MEETING.

30-29-701. ANNUAL MEETING. (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 30-29-704, Idaho Code, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws at which directors shall be elected.
(b) Annual meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is so stated or fixed, annual meetings shall be held at the corporation’s principal office.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
History:
[30-29-701, added 2015, ch. 243, sec. 62, p. 917; am. 2019, ch. 90, sec. 43, p. 252.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-702 - SPECIAL MEETING.

30-29-702. SPECIAL MEETING. (a) A corporation shall hold a special meeting of shareholders:
(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
(2) If shareholders holding at least twenty percent (20%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding thirty-three and one-third percent (33 1/3%) of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
(b) If not otherwise fixed under section 30-29-703 or 30-29-707, Idaho Code, the record date for determining shareholders entitled to demand a special meeting shall be the first date on which a signed shareholder demand is delivered to the corporation. No written demand for a special meeting shall be effective unless, within sixty (60) days of the earliest date on which such a demand delivered to the corporation as required by this section was signed, written demands signed by shareholders holding at least the percentage of votes specified in or fixed in accordance with subsection (a)(2) of this section have been delivered to the corporation.
(c) Special meetings of shareholders may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is so stated or fixed, special meetings shall be held at the corporation’s principal office.
(d) Only business within the purpose or purposes described in the meeting notice required by section 30-29-705(c), Idaho Code, may be conducted at a special meeting of shareholders.
History:
[30-29-702, added 2015, ch. 243, sec. 62, p. 917; am. 2019, ch. 90, sec. 44, p. 252.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-703 - COURT-ORDERED MEETING.

30-29-703. COURT-ORDERED MEETING. (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 summarily order a meeting to be held:
(1) On application of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of six (6) months after the end of the corporation’s fiscal year or fifteen (15) months after its last annual meeting; or
(2) On application of one (1) or more shareholders who signed a demand for a special meeting valid under section 30-29-702, Idaho Code, if:
(i) Notice of the special meeting was not given within thirty (30) days after the first day on which the requisite number of such demands have been delivered to the corporation; or
(ii) The special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the shares represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c) For purposes of subsection (a)(1) of this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
History:
[30-29-703, added 2015, ch. 243, sec. 62, p. 917; am. 2019, ch. 90, sec. 45, p. 253.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-705 - NOTICE OF MEETING.

30-29-705. NOTICE OF MEETING. (a) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders’ meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to section 30-29-709, Idaho Code, for holders of any class or series of shares, the notice to the holders of such class or series of shares must describe the means of remote communication to be used. The notice must include the record date for determining the shareholders entitled to vote at the meeting if such date is different from the record date for determining shareholders entitled to notice of the meeting. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.
(b) Unless this chapter or the articles of incorporation require otherwise, the notice of an annual meeting of shareholders need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting of shareholders must include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section 30-29-703 or 30-29-707, Idaho Code, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 30-29-707, Idaho Code, however, notice of the adjourned meeting shall be given under this section to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
History:
[30-29-705, added 2015, ch. 243, sec. 62, p. 918; am. 2019, ch. 90, sec. 47, p. 255.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-706 - WAIVER OF NOTICE.

30-29-706. WAIVER OF NOTICE. (a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records.
(b) A shareholder’s attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
History:
[30-29-706, added 2015, ch. 243, sec. 62, p. 918; am. 2019, ch. 90, sec. 48, p. 255.]