reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-608 - REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS.

30-30-608. REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS. (1) The members may remove one (1) or more directors elected by them without cause.
(2) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
(3) Except as provided in subsection (9) of this section, a director may be removed under subsection (1) or (2) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(4) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal, or if the director was elected by a class, chapter, unit or grouping of members, a director may not be removed if the number of votes sufficient to elect the director by that class, chapter, unit or grouping is voted against the director’s removal.
(5) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.
(6) In computing whether a director is protected from removal under subsections (2) through (4) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director’s election.
(7) An entire board of directors may be removed under subsections (1) through (5) of this section.
(8) A director elected by the board may be removed without cause by the vote of two-thirds (2/3) of the directors then in office or such greater number as is set forth in the articles or bylaws; provided however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.
(9) If, at the beginning of a director’s term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
(10) The articles or bylaws of a religious corporation may:
(a) Limit the application of this section; and
(b) Set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board.
History:
[30-30-608, added 2015, ch. 243, sec. 79, p. 986.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-609 - REMOVAL OF DESIGNATED OR APPOINTED DIRECTORS.

30-30-609. REMOVAL OF DESIGNATED OR APPOINTED DIRECTORS. (1) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.
(2) Appointed directors:
(a) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;
(b) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation’s president or secretary; and
(c) A removal is effective when the notice is effective unless the notice specifies a future effective date.
History:
[30-30-609, added 2015, ch. 243, sec. 79, p. 986.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-610 - VACANCY ON BOARD.

30-30-610. VACANCY ON BOARD. (1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(b) The board of directors may fill the vacancy; or
(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(3) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
(4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 30-30-607(2), Idaho Code, or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
History:
[30-30-610, added 2015, ch. 243, sec. 79, p. 987.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-611 - COMPENSATION OF DIRECTORS.

30-30-611. COMPENSATION OF DIRECTORS. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation, fees, insurance or benefits, if any, of directors.
History:
[30-30-611, added 2015, ch. 243, sec. 79, p. 987.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-612 - REGULAR AND SPECIAL MEETINGS.

30-30-612. REGULAR AND SPECIAL MEETINGS. (1) If the time and place of a directors’ meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(2) A board of directors may hold regular or special meetings in or out of this state.
(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
History:
[30-30-612, added 2015, ch. 243, sec. 79, p. 987.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-613 - ACTION WITHOUT MEETING.

30-30-613. ACTION WITHOUT MEETING. (1) Unless the articles or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.
(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
History:
[30-30-613, added 2015, ch. 243, sec. 79, p. 987.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-614 - CALL AND NOTICE OF MEETINGS.

30-30-614. CALL AND NOTICE OF MEETINGS. (1) Unless the articles, bylaws or subsection (3) of this section provides otherwise, regular meetings of the board may be held without notice.
(2) Unless the articles, bylaws or subsection (3) of this section provides otherwise, special meetings of the board must be preceded by at least two (2) days’ notice to each director of the date, time, and place, but not the purpose, of the meeting.
(3) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members shall not be valid unless each director is given at least seven (7) days’ written notice that the matter will be voted upon at a directors’ meeting or unless notice is waived pursuant to section 30-30-615, Idaho Code.
(4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board.
History:
[30-30-614, added 2015, ch. 243, sec. 79, p. 988.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-615 - WAIVER OF NOTICE.

30-30-615. WAIVER OF NOTICE. (1) A director may, at any time before, during or after the meeting, waive any notice required by this act, the articles or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.
(2) A director’s attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this act, the articles or bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.
History:
[30-30-615, added 2015, ch. 243, sec. 79, p. 988.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-616 - QUORUM AND VOTING.

30-30-616. QUORUM AND VOTING. (1) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third (1/3) of the number of directors in office or two (2) directors.
(2) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this act, the articles or bylaws require the vote of a greater number of directors.
History:
[30-30-616, added 2015, ch. 243, sec. 79, p. 988.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-617 - COMMITTEES OF THE BOARD.

30-30-617. COMMITTEES OF THE BOARD. (1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the board.
(2) The creation of a committee and appointment of members to it must be approved by the greater of:
(a) A majority of all the directors in office when the action is taken; or
(b) The number of directors required by the articles or bylaws to take action under section 30-30-616, Idaho Code.
(3) Sections 30-30-612 through 30-30-616, Idaho Code, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.
(4) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board’s authority under section 30-30-601, Idaho Code.
(5) A committee of the board may not, however:
(a) Authorize distributions;
(b) Approve or recommend to members dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation’s assets;
(c) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
(d) Adopt, amend or repeal the articles or bylaws.
(6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 30-30-618, Idaho Code.
History:
[30-30-617, added 2015, ch. 243, sec. 79, p. 988.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-618 - GENERAL STANDARDS FOR DIRECTORS.

30-30-618. GENERAL STANDARDS FOR DIRECTORS. (1) A director shall discharge his duties as a director, including his duties as a member of a committee:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the best interests of the corporation.
(2) In discharging his duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence;
(c) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or
(d) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.
(5) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.
History:
[30-30-618, added 2015, ch. 243, sec. 79, p. 989.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-620 - LOANS TO OR GUARANTEES FOR DIRECTORS AND OFFICERS.

30-30-620. LOANS TO OR GUARANTEES FOR DIRECTORS AND OFFICERS. (1) Except with regard to loan or guarantee programs available to all members, a corporation may not lend money to or guarantee the obligation of a director or officer of the corporation, provided that a cooperative corporation may lend money to or guarantee the obligation of a director or officer with regard to loan or guarantee programs available to all members.
(2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan.
History:
[30-30-620, added 2015, ch. 243, sec. 79, p. 990.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-621 - REQUIRED OFFICERS.

30-30-621. REQUIRED OFFICERS. (1) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board. Except in the case of religious corporations, any two (2) or more offices may be held by the same person, except the offices of president and secretary. A religious corporation is not required to have officers.
(2) The bylaws or the board shall delegate to one (1) of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the corporation.
(3) The same individual may simultaneously hold more than one (1) office in a corporation.
History:
[30-30-621, added 2015, ch. 243, sec. 79, p. 990.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-622 - DUTIES AND AUTHORITY OF OFFICERS.

30-30-622. DUTIES AND AUTHORITY OF OFFICERS. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
History:
[30-30-622, added 2015, ch. 243, sec. 79, p. 990.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-623 - STANDARDS OF CONDUCT FOR OFFICERS.

30-30-623. STANDARDS OF CONDUCT FOR OFFICERS. (1) An officer with discretionary authority shall discharge his duties under that authority:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.
(2) In discharging his duties, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One (1) or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence; or
(c) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.
History:
[30-30-623, added 2015, ch. 243, sec. 79, p. 991.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-624 - RESIGNATION AND REMOVAL OF OFFICERS.

30-30-624. RESIGNATION AND REMOVAL OF OFFICERS. (1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
(2) A board may remove any officer at any time with or without cause.
History:
[30-30-624, added 2015, ch. 243, sec. 79, p. 991.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-625 - OFFICERS’ AUTHORITY TO EXECUTE DOCUMENTS.

30-30-625. OFFICERS’ AUTHORITY TO EXECUTE DOCUMENTS. Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two (2) officers in category 1 of this section or by one (1) officer in category 1 of this section and one (1) officer in category 2 of this section.
Category 1
— The presiding officer of the board and the president.
Category 2
— A vice president, the secretary, treasurer
and executive director.
History:
[30-30-625, added 2015, ch. 243, sec. 79, p. 991.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-701 - AUTHORITY TO AMEND ARTICLES.

30-30-701. AUTHORITY TO AMEND ARTICLES. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
History:
[30-30-701, added 2015, ch. 243, sec. 80, p. 993.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-702 - AMENDMENT OF ARTICLES BY DIRECTORS.

30-30-702. AMENDMENT OF ARTICLES BY DIRECTORS. (1) Unless the articles provide otherwise, a corporation’s board of directors may adopt one (1) or more amendments to the corporation’s articles without member approval:
(a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b) To delete the names and addresses of the initial directors;
(c) To change the information required by section 30-21-404(a)(1), Idaho Code;
(d) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or
(e) To make any other change expressly permitted by this act to be made by director action.
(2) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation’s articles subject to any approval required pursuant to section 30-30-801, Idaho Code. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
History:
[30-30-702, added 2015, ch. 243, sec. 80, p. 993.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-703 - AMENDMENT OF ARTICLES BY DIRECTORS AND MEMBERS.

30-30-703. AMENDMENT OF ARTICLES BY DIRECTORS AND MEMBERS. (1) Unless this act, the articles, bylaws, the members, acting pursuant to subsection (2) of this section, or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, an amendment to a corporation’s articles to be adopted must be approved:
(a) By the board, if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(b) Except as provided in section 30-30-702(1), Idaho Code, by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in this section.
(2) The members may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(3) If the board initiates an amendment to the articles or board approval is required in subsection (1) of this section to adopt an amendment to the articles, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or any other basis.
(4) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 30-30-505, Idaho Code. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(5) If the board or the members seek to have the amendment approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
History:
[30-30-703, added 2015, ch. 243, sec. 80, p. 994.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-704 - CLASS VOTING BY MEMBERS ON AMENDMENTS TO ARTICLES.

30-30-704. CLASS VOTING BY MEMBERS ON AMENDMENTS TO ARTICLES. (1) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:
(a) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;
(b) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(c) Increase or decrease the number of memberships authorized for that class;
(d) Increase the number of memberships authorized for another class;
(e) Effect an exchange, reclassification or termination of the memberships of that class; or
(f) Authorize a new class of memberships.
(2) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.
(3) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a corporation, the amendment must be approved by the members of each class that would be created by the amendment.
(4) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(5) A class of members of a corporation, except a religious corporation, is entitled to the voting rights granted in this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
History:
[30-30-704, added 2015, ch. 243, sec. 80, p. 994.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-705 - ARTICLES OF AMENDMENT.

30-30-705. ARTICLES OF AMENDMENT. A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) The date of each amendment’s adoption;
(4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;
(5) If approval by members was required:
(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and
(b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.
(6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-801, Idaho Code, a statement that the approval was obtained.
History:
[30-30-705, added 2015, ch. 243, sec. 80, p. 995.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-706 - RESTATED ARTICLES OF INCORPORATION.

30-30-706. RESTATED ARTICLES OF INCORPORATION. (1) A corporation’s board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.
(2) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 30-30-703, Idaho Code.
(3) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.
(4) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(5) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(6) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 30-30-703, Idaho Code.
(7) If the restatement includes an amendment requiring approval pursuant to section 30-30-801, Idaho Code, the board must submit the restatement for such approval.
(8) A corporation restating its articles shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(a) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or
(b) If the restatement contains an amendment to the articles requiring approval by the members, the information required by section 30-30-705, Idaho Code; and
(c) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 30-30-801, Idaho Code, a statement that such approval was obtained.
(9) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(10) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect.
History:
[30-30-706, added 2015, ch. 243, sec. 80, p. 995.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-707 - EFFECT OF AMENDMENT AND RESTATEMENT OF ARTICLES.

30-30-707. EFFECT OF AMENDMENT AND RESTATEMENT OF ARTICLES. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name.
History:
[30-30-707, added 2015, ch. 243, sec. 80, p. 996.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-708 - AMENDMENT OF BYLAWS BY DIRECTORS.

30-30-708. AMENDMENT OF BYLAWS BY DIRECTORS. If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation’s bylaws subject to any approval required pursuant to section 30-30-801, Idaho Code. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
History:
[30-30-708, added 2015, ch. 243, sec. 80, p. 996.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-709 - AMENDMENT OF BYLAWS BY DIRECTORS AND MEMBERS.

30-30-709. AMENDMENT OF BYLAWS BY DIRECTORS AND MEMBERS. (1) Unless the articles or bylaws provide otherwise, an amendment to a corporation’s bylaws to be adopted must be approved:
(a) By a simple majority of the board;
(b) By the members by a simple majority of the votes cast or a majority of the voting power, whichever is less; and
(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801, Idaho Code.
(2) If the board initiates an amendment to the bylaws or board approval is required to adopt an amendment to the bylaws, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(3) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(4) If the board or the members seek to have the amendment approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
History:
[30-30-709, added 2015, ch. 243, sec. 80, p. 996.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 7 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-30-710 - CLASS VOTING BY MEMBERS ON AMENDMENTS TO BYLAWS.

30-30-710. CLASS VOTING BY MEMBERS ON AMENDMENTS TO BYLAWS. (1) If the members of a class in a corporation are entitled to vote as a class on amendments to the bylaws, they may vote as a class on a proposed amendment to the bylaws if the amendment would:
(a) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;
(b) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(c) Increase or decrease the number of memberships authorized for that class;
(d) Increase the number of memberships authorized for another class;
(e) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(f) Authorize a new class of memberships.
(2) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
(3) If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and
(4) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(5) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
History:
[30-30-710, added 2015, ch. 243, sec. 80, p. 997.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 8 - MERGER AND MEMBERSHIP EXCHANGES › Section 30-30-801 - APPROVAL BY THIRD PERSONS.

30-30-801. APPROVAL BY THIRD PERSONS. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.
History:
[30-30-801, added 2015, ch. 243, sec. 81, p. 997.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 8 - MERGER AND MEMBERSHIP EXCHANGES › Section 30-30-802 - APPROVAL OF PLAN OF MERGER.

30-30-802. APPROVAL OF PLAN OF MERGER. (1) One (1) or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 30-30-803, Idaho Code.
(2) The plan of merger must set forth:
(a) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(b) The terms and conditions of the planned merger;
(c) The manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(b) Other provisions relating to the planned merger.
History:
[30-30-802, added 2015, ch. 243, sec. 81, p. 997.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 9 - DISPOSITION OF ASSETS › Section 30-30-901 - BEQUESTS, DEVISES AND GIFTS.

30-30-901. BEQUESTS, DEVISES AND GIFTS. Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
History:
[30-30-901, added 2015, ch. 243, sec. 82, p. 999.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 9 - DISPOSITION OF ASSETS › Section 30-30-902 - SALE OF ASSETS IN REGULAR COURSE OF ACTIVITIES AND MORTGAGE OF ASSETS.

30-30-902. SALE OF ASSETS IN REGULAR COURSE OF ACTIVITIES AND MORTGAGE OF ASSETS. (1) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(2) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (1) of this section is not required.
History:
[30-30-902, added 2015, ch. 243, sec. 82, p. 999.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 9 - DISPOSITION OF ASSETS › Section 30-30-904 - PROHIBITED DISTRIBUTIONS.

30-30-904. PROHIBITED DISTRIBUTIONS. Except as authorized in section 30-30-905, Idaho Code, a corporation shall not make any distributions.
History:
[30-30-904, added 2015, ch. 243, sec. 82, p. 1000.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 9 - DISPOSITION OF ASSETS › Section 30-30-905 - AUTHORIZED DISTRIBUTIONS.

30-30-905. AUTHORIZED DISTRIBUTIONS. (1) Corporations may make distributions upon dissolution in conformity with section 30-30-1005 or 30-30-1006, Idaho Code.
(2) The operations of a corporation that is a cooperative corporation shall be so conducted that all members will, through their membership, furnish capital for the corporation as provided in the corporation’s bylaws. No interest or dividends shall be paid or payable by the corporation on any capital furnished by its members. The corporation is obligated to account on a membership basis to all its members for all amounts received and receivable from the furnishing of service and from other sources in excess of operating costs and expenses properly chargeable against the furnishing of service. The corporation is obligated to pay by credits to a capital account for each member all such amounts in excess of operating costs and expenses. The books and records of the corporation shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each member is clearly reflected and credited in an appropriate record to the capital account of each member. In the event of dissolution or liquidation of the corporation, after all outstanding indebtedness of the corporation shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the board shall determine that the financial condition of the corporation will not be impaired thereby, the capital credited to members’ accounts may be retired in full or in part.
History:
[30-30-905, added 2015, ch. 243, sec. 82, p. 1000.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 10 - DISSOLUTION › Section 30-30-1001 - DISSOLUTION BY INCORPORATORS OR DIRECTORS AND THIRD PERSONS.

30-30-1001. DISSOLUTION BY INCORPORATORS OR DIRECTORS AND THIRD PERSONS. (1) A majority of the incorporators or directors of a corporation that has no members may, prior to the organization meeting of directors and subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.
(2) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation.
(3) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
History:
[30-30-1001, added 2015, ch. 243, sec. 83, p. 1000.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 10 - DISSOLUTION › Section 30-30-1002 - DISSOLUTION BY DIRECTORS, MEMBERS AND THIRD PERSONS.

30-30-1002. DISSOLUTION BY DIRECTORS, MEMBERS AND THIRD PERSONS. (1) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if it is approved:
(a) By the board;
(b) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801, Idaho Code, for an amendment to the articles or bylaws.
(2) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(3) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(4) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(6) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
History:
[30-30-1002, added 2015, ch. 243, sec. 83, p. 1001.]