reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1402 - DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS.

30-29-1402. DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS. (a) The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.
(b) For a proposal to dissolve to be adopted, the proposal to dissolve shall then be approved by the shareholders. In submitting the proposal to dissolve to the shareholders for approval, the board of directors shall recommend that the shareholders approve the dissolution, unless either the board of directors determines that because of conflicts of interest or other special circumstances it should make no recommendation or section 30-29-826, Idaho Code, applies. In either case, the board shall inform the shareholders of the basis for its so proceeding.
(c) The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or the effectiveness of the dissolution.
(d) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.
(e) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (c) of this section, require a greater vote, a greater quorum, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve.
History:
[30-29-1402, added 2015, ch. 243, sec. 69, p. 957; am. 2019, ch. 90, sec. 146, p. 320.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1403 - ARTICLES OF DISSOLUTION.

30-29-1403. ARTICLES OF DISSOLUTION. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:
(1) The name of the corporation;
(2) The date that dissolution was authorized; and
(3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.
(b) The articles of dissolution shall take effect at the effective date determined in accordance with section 30-29-123, Idaho Code. A corporation is dissolved upon the effective date of its articles of dissolution.
(c) For purposes of sections 30-29-1401 through 30-29-1409, Idaho Code, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
History:
[30-29-1403, added 2015, ch. 243, sec. 69, p. 957; am. 2019, ch. 90, sec. 147, p. 320.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1404 - REVOCATION OF DISSOLUTION.

30-29-1404. REVOCATION OF DISSOLUTION. (a) A corporation may revoke its dissolution within one hundred twenty (120) days after its effective date.
(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect;
(5) If the corporation’s board of directors revoked a dissolution as authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) If shareholder action was required to revoke the dissolution, a statement that the revocation was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.
(d) The articles of revocation of dissolution shall take effect at the effective date determined in accordance with section 30-29-123, Idaho Code.
(e) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(f) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
History:
[30-29-1404, added 2015, ch. 243, sec. 69, p. 957; am. 2019, ch. 90, sec. 148, p. 321.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1405 - EFFECT OF DISSOLUTION.

30-29-1405. EFFECT OF DISSOLUTION. (a) A corporation that has dissolved continues its corporate existence, but the dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(1) Collecting its assets;
(2) Disposing of its properties that will not be distributed in kind to its shareholders;
(3) Discharging or making provision for discharging its liabilities;
(4) Making distributions of its remaining assets among its shareholders according to their interests; and
(5) Doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a corporation does not:
(1) Transfer title to the corporation’s property;
(2) Prevent transfer of its shares or securities;
(3) Subject its directors or officers to standards of conduct different from those prescribed in part 8 of this chapter;
(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(7) Terminate the authority of the registered agent of the corporation.
(c) A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date may not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.
History:
[30-29-1405, added 2015, ch. 243, sec. 69, p. 958; am. 2019, ch. 90, sec. 149, p. 321.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1406 - KNOWN CLAIMS AGAINST DISSOLVED CORPORATION.

30-29-1406. KNOWN CLAIMS AGAINST DISSOLVED CORPORATION. (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.
(b) The written notice must:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than one hundred twenty (120) days after the written notice is effective, by which the dissolved corporation shall receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred:
(1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or
(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days after the rejection notice is effective.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
History:
[30-29-1406, added 2015, ch. 243, sec. 69, p. 958; am. 2019, ch. 90, sec. 150, p. 322.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1407 - OTHER CLAIMS AGAINST DISSOLVED CORPORATION.

30-29-1407. OTHER CLAIMS AGAINST DISSOLVED CORPORATION. (a) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(b) The notice must:
(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is or was located or, if none in this state, in Ada county, or be posted conspicuously for at least thirty (30) days on the dissolved corporation’s website;
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(c) If the dissolved corporation publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three (3) years after the publication date of the notice:
(1) A claimant who was not given written notice under section 30-29-1406, Idaho Code;
(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on by the corporation; and
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim that is not barred by section 30-29-1406(c), Idaho Code, or subsection (c) of this section may be enforced:
(1) Against the dissolved corporation, to the extent of its undistributed assets; or
(2) Except as provided in section 30-29-1408(d), Idaho Code, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder’s total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
History:
[30-29-1407, added 2015, ch. 243, sec. 69, p. 959; am. 2019, ch. 90, sec. 151, p. 322.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1408 - COURT PROCEEDINGS.

30-29-1408. COURT PROCEEDINGS. (a) A dissolved corporation that has published a notice under section 30-29-1407, Idaho Code, may file an application with the district court of the county where the dissolved corporation’s principal office is located, or, if none in this state, Ada county, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 30-29-1407(c), Idaho Code.
(b) Within ten (10) days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation’s obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.
History:
[30-29-1408, added 2015, ch. 243, sec. 69, p. 959; am. 2019, ch. 90, sec. 152, p. 323.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1409 - DIRECTOR DUTIES.

30-29-1409. DIRECTOR DUTIES. (a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims.
(b) Directors of a dissolved corporation that has disposed of claims under section 30-29-1406, 30-29-1407, or 30-29-1408, Idaho Code, shall not be liable for breach of subsection (a) of this section, with respect to claims against the dissolved corporation that are barred or satisfied under section 30-29-1406, 30-29-1407, or 30-29-1408, Idaho Code.
History:
[30-29-1409, added 2015, ch. 243, sec. 69, p. 960; am. 2019, ch. 90, sec. 153, p. 324.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1430 - GROUNDS FOR JUDICIAL DISSOLUTION.

30-29-1430. GROUNDS FOR JUDICIAL DISSOLUTION. (a) The Idaho district court designated in section 30-29-1431(a), Idaho Code, may dissolve a corporation:
(1) In a proceeding by the attorney general if it is established that:
(i) The corporation obtained its articles of incorporation through fraud; or
(ii) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by a shareholder if it is established that:
(i) 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 the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
(ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(iii) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates to elect successors to directors whose terms have expired; or
(iv) The corporate assets are being misapplied or wasted;
(3) In a proceeding by a creditor if it is established that:
(i) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(ii) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent;
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or
(5) In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
(b) The provisions of subsection (a)(2) of this section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of shares that is:
(1) A covered security under section 18(b)(1)(A) or (B) of the securities act of 1933; or
(2) Not a covered security, but is held by at least three hundred (300) shareholders and the shares outstanding have a market value of at least twenty million dollars ($20,000,000), exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors, and beneficial shareholders and voting trust beneficial owners owning more than ten percent (10%) of such shares.
(c) As used in subsection (a) of this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner; and in subsection (b) of this section, "shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.
History:
[30-29-1430, added 2015, ch. 243, sec. 69, p. 960; am. 2019, ch. 90, sec. 154, p. 324.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1431 - PROCEDURE FOR JUDICIAL DISSOLUTION.

30-29-1431. PROCEDURE FOR JUDICIAL DISSOLUTION. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Ada county. Venue for a proceeding brought by any other party named in section 30-29-1430(a), Idaho Code, lies in the county where a corporation’s principal office is or was located or, if none in this state, in Ada county.
(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d) Within ten (10) days of the commencement of a proceeding to dissolve a corporation under section 30-29-1430(a)(2), Idaho Code, the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner’s shares under section 30-29-1434, Idaho Code, and accompanied by a copy of section 30-29-1434, Idaho Code.
History:
[30-29-1431, added 2015, ch. 243, sec. 69, p. 960; am. 2019, ch. 90, sec. 155, p. 325.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1432 - RECEIVERSHIP OR CUSTODIANSHIP.

30-29-1432. RECEIVERSHIP OR CUSTODIANSHIP. (a) Unless an election to purchase has been filed under section 30-29-1434, Idaho Code, a court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property, wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation or eligible entity as a receiver or custodian, which, if a foreign corporation or foreign eligible entity, must be registered to do business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1) The receiver:
(i) May dispose of all or any part of the assets of the corporation, wherever located, at a public or private sale; and
(ii) May sue and defend in the receiver’s own name as receiver of the corporation in all courts of this state;
(2) The 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 affairs of the corporation in the best interests of its shareholders and creditors;
The receiver or custodian shall have such other powers and duties as the court may provide in the appointing order, which may be amended from time to time.
(d) The court during a receivership, may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.
History:
[30-29-1432, added 2015, ch. 243, sec. 69, p. 961; am. 2019, ch. 90, sec. 156, p. 325.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1433 - DECREE OF DISSOLUTION.

30-29-1433. DECREE OF DISSOLUTION. (a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in section 30-29-1430, Idaho Code, exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state for filing.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with section 30-29-1405, Idaho Code, and the notification of claimants in accordance with sections 30-29-1406 and 30-29-1407, Idaho Code.
History:
[30-29-1433, added 2015, ch. 243, sec. 69, p. 961; am. 2019, ch. 90, sec. 157, p. 326.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1440 - DEPOSIT WITH STATE TREASURER.

30-29-1440. DEPOSIT WITH STATE TREASURER. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state.
History:
[30-29-1440, added 2015, ch. 243, sec. 69, p. 963.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 16 - RECORDS AND REPORTS › Section 30-29-1601 - CORPORATE RECORDS.

30-29-1601. CORPORATE RECORDS. (a) A corporation shall maintain the following records:
(1) Its articles of incorporation as currently in effect;
(2) Any notices to shareholders referred to in section 30-29-120(d)(5), Idaho Code, specifying facts on which a filed document is dependent if those facts are not included in the articles of incorporation or otherwise available as specified in section 30-29-120(d)(5), Idaho Code;
(3) Its bylaws currently in effect;
(4) All written communications within the past three (3) years to shareholders generally;
(5) Minutes of all meetings of, and records of all actions taken without a meeting by, its shareholders, its board of directors, and board committees established under section 30-29-825, Idaho Code;
(6) A list of the names and business addresses of its current directors and officers; and
(7) Its most recent annual report delivered to the secretary of state pursuant to section 30-21-213, Idaho Code.
(b) A corporation shall maintain all annual financial statements prepared for the corporation for its last three (3) fiscal years, or such shorter period of existence, and any audit or other reports with respect to such financial statements.
(c) A corporation shall maintain accounting records in a form that permits preparation of its financial statements.
(d) A corporation shall maintain a record of its current shareholders in alphabetical order by class or series of shares showing the number and class or series of shares held by each shareholder. Nothing contained in this subsection shall require the corporation to include in such record the electronic mail address or other electronic contact information of a shareholder.
(e) A corporation shall maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time.
History:
[30-29-1601, added 2015, ch. 243, sec. 71, p. 963; am. 2017, ch. 58, sec. 12, p. 108; am. 2019, ch. 90, sec. 159, p. 328.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 16 - RECORDS AND REPORTS › Section 30-29-1603 - SCOPE OF INSPECTION RIGHT.

30-29-1603. SCOPE OF INSPECTION RIGHT. (a) A shareholder may appoint an agent or attorney to exercise the shareholder’s inspection and copying rights under section 30-29-1602, Idaho Code.
(b) The corporation may, if reasonable, satisfy the right of a shareholder to copy records under section 30-29-1602, Idaho Code, by furnishing to the shareholder copies by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission.
(c) The corporation may comply at its expense with a shareholder’s demand to inspect the record of shareholders under section 30-29-1602(b)(4), Idaho Code, by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder’s demand.
(d) The corporation may impose a reasonable charge to cover the costs for providing copies of documents to the shareholder that may be based on an estimate of such costs.
History:
[30-29-1603, added 2015, ch. 243, sec. 71, p. 965; am. 2019, ch. 90, sec. 161, p. 330.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 16 - RECORDS AND REPORTS › Section 30-29-1604 - COURT-ORDERED INSPECTION.

30-29-1604. COURT-ORDERED INSPECTION. (a) If a corporation does not allow a shareholder who complies with section 30-29-1602(a), Idaho Code, to inspect and copy any records required by that section to be available for inspection, the Idaho district court of the county where the corporation’s principal office is located or, if none in this state, Ada county, may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow a shareholder who complies with section 30-29-1602(b), Idaho Code, to inspect and copy the records required by that section, the shareholder who complies with section 30-29-1602(c), Idaho Code, may apply to the Idaho district court of the county where the corporation’s principal office is located or, if none in this state, Ada county, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded under section 30-29-1602(b), Idaho Code, it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding shareholder, and it shall also order the corporation to pay the shareholder’s expenses incurred to obtain the order unless the corporation establishes that it refused inspection in good faith because the corporation had:
(1) A reasonable basis for doubt about the right of the shareholder to inspect the records demanded; or
(2) Required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding shareholder had been unwilling to agree.
History:
[30-29-1604, added 2015, ch. 243, sec. 71, p. 965; am. 2019, ch. 90, sec. 162, p. 331.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 16 - RECORDS AND REPORTS › Section 30-29-1605 - INSPECTION RIGHTS OF DIRECTORS.

30-29-1605. INSPECTION RIGHTS OF DIRECTORS. (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b) The district court of the county where the corporation’s principal office is located, or if none in this state, Ada county, may order inspection and copying of the books, records and documents at the corporation’s expense upon application of a director who has been refused such inspection rights unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s expenses incurred in connection with the application.
History:
[30-29-1605, added 2015, ch. 243, sec. 71, p. 965; am. 2019, ch. 90, sec. 163, p. 331.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 17 - TRANSITION PROVISIONS › Section 30-29-1701 - APPLICATION TO EXISTING DOMESTIC CORPORATIONS.

30-29-1701. APPLICATION TO EXISTING DOMESTIC CORPORATIONS. This chapter applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.
History:
[30-29-1701, added 2015, ch. 243, sec. 72, p. 967; am. 2019, ch. 90, sec. 168, p. 333.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 17 - TRANSITION PROVISIONS › Section 30-29-1702 - APPLICATION TO EXISTING FOREIGN CORPORATIONS.

30-29-1702. APPLICATION TO EXISTING FOREIGN CORPORATIONS. A foreign corporation registered or authorized to do business in this state on the effective date of this chapter is subject to this chapter, is deemed to be registered to do business in this state, and is not required to file a foreign registration statement under this chapter.
History:
[30-29-1702, added 2015, ch. 243, sec. 72, p. 967; am. 2019, ch. 90, sec. 169, p. 333.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 17 - TRANSITION PROVISIONS › Section 30-29-1703 - SAVING PROVISIONS.

30-29-1703. SAVING PROVISIONS. (a) Except as to procedural provisions, this chapter does not affect a pending action, proceeding, or a right accrued before the effective date of this chapter, and a pending civil action or proceeding may be completed, and a right accrued may be enforced, as if this chapter had not become effective.
(b) If a penalty or punishment for violation of a statute or rule is reduced by this chapter, the penalty, if not already imposed, shall be imposed in accordance with this chapter.
History:
[30-29-1703, added 2015, ch. 243, sec. 72, p. 967; am. 2019, ch. 90, sec. 170, p. 333.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 17 - TRANSITION PROVISIONS › Section 30-29-1704 - SEVERABILITY.

30-29-1704. SEVERABILITY. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of the chapter are severable.
History:
[30-29-1704, added 2015, ch. 243, sec. 72, p. 967; am. 2019, ch. 90, sec. 171, p. 334.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 1 - GENERAL PROVISIONS › Section 30-30-101 - SHORT TITLE.

30-30-101. SHORT TITLE. This act shall be known and may be cited as the "Idaho Nonprofit Corporation Act" and shall apply to any type of lawful nonprofit corporation formed under the provisions of this act or other laws of this state.
History:
[30-30-101, added 2015, ch. 243, sec. 74, p. 968.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 1 - GENERAL PROVISIONS › Section 30-30-102 - FILING REQUIREMENTS.

30-30-102. FILING REQUIREMENTS. (1) Except as otherwise permitted by subsection (2) of this section, a record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows:
(a) By the presiding officer of its board of directors of a domestic or foreign nonprofit corporation, by its president, or by another of its officers;
(b) If the corporation has not been formed, by an incorporator; or
(c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.
(2) The annual report delivered to the secretary of state for filing under section 30-21-213, Idaho Code, shall be executed by one (1) of the persons identified in subsection (1) of this section or by another person who is authorized by the board of directors to execute the report.
History:
[30-30-102, added 2015, ch. 243, sec. 74, p. 968; am. 2018, ch. 28, sec. 1, p. 52.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 1 - GENERAL PROVISIONS › Section 30-30-104 - NOTICE.

30-30-104. NOTICE. (1) Notice may be oral or written. Notice by electronic transmission is written notice.
(2) Notice may be communicated: in person; by telephone or voice mail; by telegraph, teletype or other electronic means; or by mail or private carrier; if these forms of personal notice are impracticable, notice may be communicated by publication for ten (10) days pursuant to section 60-109, Idaho Code.
(3) Oral notice is effective when communicated, if communicated in a comprehensible manner.
(4) Written notice, if in a comprehensible form, is effective at the earliest of the following:
(a) When received;
(b) Five (5) days after its deposit in the United States mail, as evidenced by sworn affidavit or postmark, if mailed correctly addressed and with first class postage affixed;
(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;
(d) When electronically transmitted to a member in a manner authorized by the members.
(5) Written notice is correctly addressed to a member of a domestic or foreign nonprofit corporation if addressed to the member’s address shown in the corporation’s current list of members.
(6) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member’s address shown in the corporation’s current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation’s current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.
(7) Written notice is correctly addressed to a domestic or foreign nonprofit corporation authorized to transact business in this state, other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, in the case of a foreign nonprofit corporation that has not yet delivered an annual report, in its application for a certificate of authority.
(8) If section 30-30-505(2), Idaho Code, or any other provision of this act prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this act, those requirements govern.
History:
[30-30-104, added 2015, ch. 243, sec. 74, p. 969.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 1 - GENERAL PROVISIONS › Section 30-30-105 - PRIVATE FOUNDATION.

30-30-105. PRIVATE FOUNDATION. (1) Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986, as amended:
(a) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the code.
(b) Shall not engage in any act of self-dealing as defined in section 4941(d) of the code.
(c) Shall not retain any excess business holdings as defined in section 4943(c) of the code.
(d) Shall not make any taxable expenditures as defined in section 4944 of the code.
(e) Shall not make any taxable expenditures as defined in section 4945(d) of the code.
(f) Shall be authorized to terminate its status as a private foundation in a manner described in section 507(b)(1) of the Internal Revenue Code.
(2) All references in this section to sections of the code shall be to such sections of the Internal Revenue Code of 1986, as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.
(3) A private foundation described in subsection (1) of this section, or a charitable trust governed by the provisions of chapter 12, title 68, Idaho Code, shall not be required to report any information that may otherwise be required by law unless such report is required by the provisions of this chapter.
(4) This section shall not be interpreted to limit or restrict the functions, powers, and duties granted to the attorney general to investigate violations of state law or enforce provisions of state law.
History:
[30-30-105, added 2015, ch. 243, sec. 74, p. 970; am. 2022, ch. 324, sec. 1, p. 1045.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 1 - GENERAL PROVISIONS › Section 30-30-106 - JUDICIAL RELIEF.

30-30-106. JUDICIAL RELIEF. (1) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or this act, then upon petition of a director, officer, delegate or member, the district court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.
(2) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this act, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.
(3) The order issued pursuant to this section may dispense with any requirements relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws or this act.
(4) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets.
(5) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws and this act.
(6) Any member of a cooperative association that provides electric service may apply to the district court of the county where the member’s service entrance is located for a determination that the cooperative association’s charges for electric service to that member are fair, just and reasonable and are not discriminatory or preferential. In the event that the court determines that the rate is not fair, just and reasonable or is discriminatory or preferential, the court shall remand the matter to the cooperative association to alter or amend the rate in conformance with the standards set forth herein.
History:
[30-30-106, added 2015, ch. 243, sec. 74, p. 970.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 1 - GENERAL PROVISIONS › Section 30-30-107 - RELIGIOUS CORPORATIONS — CONSTITUTIONAL PROTECTIONS.

30-30-107. RELIGIOUS CORPORATIONS — CONSTITUTIONAL PROTECTIONS. If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this act on the same subject, the religious doctrine shall control to the extent required by the constitution of the United States or the constitution of this state or both.
History:
[30-30-107, added 2015, ch. 243, sec. 74, p. 971.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 2 - INCORPORATION › Section 30-30-201 - INCORPORATORS.

30-30-201. INCORPORATORS. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
History:
[30-30-201, added 2015, ch. 243, sec. 75, p. 971.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 2 - INCORPORATION › Section 30-30-202 - ARTICLES OF INCORPORATION.

30-30-202. ARTICLES OF INCORPORATION. (1) The articles of incorporation must set forth:
(a) A corporate name for the corporation that satisfies the requirements of sections 30-21-301 and 30-21-302(a), Idaho Code;
(b) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(c) The names and addresses of the individuals who are to serve as the initial directors;
(d) The information required by section 30-21-404(a), Idaho Code;
(e) The name and address of each incorporator;
(f) Whether or not the corporation will have members; and
(g) Provisions not inconsistent with law regarding the distribution of assets on dissolution.
(2) The articles of incorporation may set forth:
(a) Provisions not inconsistent with law regarding:
(i) Managing and regulating the affairs of the corporation;
(ii) Defining, limiting and regulating the powers of the corporation, its board of directors, and members or any class of members; and
(iii) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members.
(b) Any provision that under this act is required or permitted to be set forth in the bylaws.
(3) The articles of incorporation need not set forth any of the corporation powers enumerated in this act.
(4) The articles of incorporation may authorize assessments to be levied upon all members or classes of membership alike, or upon the outstanding shares of stock of the corporation that issues shares of stock instead of memberships pursuant to its articles of incorporation, or in different amounts or proportions or upon a different basis upon different members or classes of membership, and may exempt some members or classes of membership from assessments. The articles of incorporation may fix the amount and method of collection of assessments, or may authorize the board of directors to fix the amount thereof, from time to time, and may make them payable at such times or intervals, and upon such notice and by such methods as the directors may prescribe. Assessments may be made enforceable by civil action or by the forfeiture of membership, or both, or by the sale of shares of the capital stock of a stockholder in a corporation that issues shares of stock instead of memberships, when authorized by the articles of incorporation of said corporation, upon notice given in writing twenty (20) days before commencement of such action or such forfeiture. If the articles of incorporation so provide, assessments may be secured by a lien upon real property to which membership rights are appurtenant, if appropriate, or upon the shares of stock of a stockholder or shareholder corporation, when authorized by its articles of incorporation.
History:
[30-30-202, added 2015, ch. 243, sec. 75, p. 971; am. 2018, ch. 28, sec. 2, p. 52.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 2 - INCORPORATION › Section 30-30-203 - INCORPORATION.

30-30-203. INCORPORATION. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(2) The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
History:
[30-30-203, added 2015, ch. 243, sec. 75, p. 972.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 2 - INCORPORATION › Section 30-30-204 - LIABILITY.

30-30-204. LIABILITY. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.
History:
[30-30-204, added 2015, ch. 243, sec. 75, p. 972.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 2 - INCORPORATION › Section 30-30-205 - ORGANIZATION OF CORPORATION.

30-30-205. ORGANIZATION OF CORPORATION. (1) After incorporation:
(a) 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;
(b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(i) To elect directors and complete the organization of the incorporation; or
(ii) To elect a board of directors who shall complete the organization of the corporation.
(2) Action required or permitted by this act 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.
(3) An organizational meeting may be held in or out of this state in accordance with section 30-30-612, Idaho Code.
History:
[30-30-205, added 2015, ch. 243, sec. 75, p. 973; am. 2021, ch. 321, sec. 11, p. 951.]