reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-707 - RECORD DATE FOR MEETING.

30-29-707. RECORD DATE FOR MEETING. (a) The bylaws may fix or provide the manner of fixing the record date or dates for one (1) or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix the record date.
(b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders and may not be retroactive.
(c) A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
(d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date or dates continue in effect or it may fix a new record date or dates.
(e) The record date or dates for a shareholders’ meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date or dates for determining shareholders entitled both to notice of and to vote at the shareholders’ meeting, unless in the case of a record date or dates fixed by the board of directors and to the extent not prohibited by the bylaws, the board, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.
History:
[30-29-707, added 2015, ch. 243, sec. 62, p. 919; am. 2019, ch. 90, sec. 49, p. 256.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-708 - CONDUCT OF MEETING.

30-29-708. CONDUCT OF MEETING. (a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors.
(b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
(c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.
(d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes to such ballots, proxies, or votes may be accepted.
History:
[30-29-708, added 2015, ch. 243, sec. 62, p. 919; am. 2019, ch. 90, sec. 50, p. 256.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-709 - REMOTE PARTICIPATION IN SHAREHOLDERS’ MEETINGS.

30-29-709. REMOTE PARTICIPATION IN SHAREHOLDERS’ MEETINGS. (a) Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation as a shareholder by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b) of this section.
(b) Shareholders participating in a shareholders’ meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures:
(1) To verify that each person participating remotely as a shareholder is a shareholder; and
(2) To provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrent with such proceedings.
History:
[30-29-709, added 2019, ch. 90, sec. 51, p. 257.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-720 - SHAREHOLDERS’ LIST FOR MEETING.

30-29-720. SHAREHOLDERS’ LIST FOR MEETING. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. If the board of directors fixes a different record date under section 30-29-707(e) to determine the shareholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its shareholders who are entitled to vote at the meeting. A list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. Nothing contained in this subsection shall require the corporation to include on such list the electronic mail address or other electronic contact information of a shareholder.
(b) The shareholders’ list for notice shall be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholders’ list for voting shall be similarly available for inspection promptly after the record date for voting. A shareholder or the shareholder’s agent or attorney is entitled on written demand to inspect and, subject to the requirements of section 30-29-1602(c), Idaho Code, to copy a list, during regular business hours and at the shareholder’s expense, during the period it is available for inspection.
(c) The corporation shall make the list of shareholders entitled to vote available at the meeting, and any shareholder or the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d) If the corporation refuses to allow a shareholder or the shareholder’s agent or attorney to inspect a shareholders’ list before or at the meeting, or copy a list as permitted by subsection (b) of this section, the Idaho district court of the county where a corporation’s principal office is located, or, if none in this state, Ada county, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.
History:
[30-29-720, added 2015, ch. 243, sec. 62, p. 919; am. 2019, ch. 90, sec. 52, p. 257.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-721 - VOTING ENTITLEMENT OF SHARES.

30-29-721. VOTING ENTITLEMENT OF SHARES. (a) Except as provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one (1) vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.
(b) Shares of a corporation are not entitled to vote if they are owned by or otherwise belong to the corporation directly or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.
(c) Shares held by the corporation in a fiduciary capacity for the benefit of any person are entitled to vote unless they are held for the benefit of, or otherwise belong to, the corporation directly or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.
(d) Redeemable shares are not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
(e) For purposes of this section, "voting power" means the current power to vote in the election of directors of a corporation or to elect, select, or appoint governors of another entity.
(f) A corporation is not entitled to vote treasury shares.
History:
[30-29-721, added 2015, ch. 243, sec. 62, p. 920; am. 2019, ch. 90, sec. 53, p. 258.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-722 - PROXIES.

30-29-722. PROXIES. (a) A shareholder may vote the shareholder’s shares in person or by proxy.
(b) A shareholder or the shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender’s agent or attorney-in-fact.
(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form and if no term is provided, is valid for eleven (11) months unless the appointment is irrevocable under subsection (d) of this section.
(d) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(1) A pledgee;
(2) A person who purchased or agreed to purchase the shares;
(3) A creditor of the corporation who extended it credit under terms requiring the appointment;
(4) An employee of the corporation whose employment contract requires the appointment; or
(5) A party to a voting agreement created under section 30-29-731, Idaho Code.
(e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the inspector of election or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.
(g) Unless it otherwise provides, an appointment made irrevocable under subsection (d) of this section continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(h) Subject to section 30-29-724, Idaho Code, and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.
History:
[30-29-722, added 2015, ch. 243, sec. 62, p. 920; am. 2019, ch. 90, sec. 54, p. 258.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-723 - SHARES HELD BY INTERMEDIARIES AND NOMINEES.

30-29-723. SHARES HELD BY INTERMEDIARIES AND NOMINEES. (a) A corporation’s board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder shall not have those rights or privileges.
(b) The procedure must specify:
(1) The types of intermediaries or nominees to which it applies;
(2) The rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed;
(3) The manner in which the procedure is selected that must include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person on whose behalf the shares are held;
(4) The information that must be provided when the procedure is selected;
(5) The period for which selection of the procedure is effective;
(6) Requirements for notice to the corporation with respect to the arrangement; and
(7) The form and contents of the beneficial ownership certificate.
(c) The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate.
History:
[30-29-723, added 2015, ch. 243, sec. 62, p. 921; am. 2019, ch. 90, sec. 55, p. 259.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-725 - QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS.

30-29-725. QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation provide otherwise, shares representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. If the provisions of this chapter require a particular quorum for a specified action, the articles of incorporation may not provide for a lower quorum.
(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.
(c) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation require a greater number of affirmative votes.
(d) An amendment of the articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 30-29-727, Idaho Code.
(e) The election of directors is governed by section 30-29-728, Idaho Code.
(f) If a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in section 30-29-1004(c), Idaho Code, for amendments of the articles of incorporation shall apply to that provision.
History:
[30-29-725, added 2015, ch. 243, sec. 62, p. 922; am. 2019, ch. 90, sec. 57, p. 261.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-726 - ACTION BY SINGLE AND MULTIPLE VOTING GROUPS.

30-29-726. ACTION BY SINGLE AND MULTIPLE VOTING GROUPS. (a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 30-29-725, Idaho Code.
(b) If the articles of incorporation or this chapter provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 30-29-725, Idaho Code. Action may be taken by different voting groups on a matter at different times.
History:
[30-29-726, added 2015, ch. 243, sec. 62, p. 922; am. 2019, ch. 90, sec. 58, p. 261.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-727 - MODIFYING QUORUM OR VOTING REQUIREMENTS.

30-29-727. MODIFYING QUORUM OR VOTING REQUIREMENTS. An amendment to the articles of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
History:
[30-29-727, added 2015, ch. 243, sec. 62, p. 922; am. 2019, ch. 90, sec. 59, p. 262.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-728 - VOTING FOR DIRECTORS — CUMULATIVE VOTING.

30-29-728. VOTING FOR DIRECTORS — CUMULATIVE VOTING. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(c) A statement included in the articles of incorporation that "[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors," or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.
(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2) A shareholder who has the right to cumulate the shareholder’s votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder’s intent to cumulate votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
History:
[30-29-728, added 2015, ch. 243, sec. 62, p. 923; am. 2019, ch. 90, sec. 60, p. 262.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-729 - INSPECTORS OF ELECTION.

30-29-729. INSPECTORS OF ELECTION. (a) A corporation that has a class of equity securities registered pursuant to section 12 of the securities exchange act of 1934 shall, and any other corporation may, appoint one (1) or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. An inspector may be an officer or employee of the corporation. The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection (b) of this section, and may rely on information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted.
(b) The inspectors shall:
(1) Ascertain the number of shares outstanding and the voting power of each;
(2) Determine the shares represented at a meeting;
(3) Determine the validity of proxy appointments and ballots;
(4) Count the votes; and
(5) Make a written report of the results.
(c) In performing their duties, the inspectors may examine:
(1) The proxy appointment forms and any other information provided in accordance with section 30-29-722(b), Idaho Code;
(2) Any envelope or related writing submitted with those appointment forms;
(3) Any ballots;
(4) Any evidence or other information specified in section 30-29-724, Idaho Code; and
(5) The relevant books and records of the corporation relating to its shareholders and their entitlement to vote, including any securities position list provided by a depository clearing agency.
(d) The inspectors may also consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection (b) of this section including for the purpose of evaluating inconsistent, incomplete, or erroneous information and reconciling information submitted on behalf of banks, brokers, their nominees, or similar persons that indicates more votes being cast than a proxy authorized by the record shareholder is entitled to cast. If the inspectors consider other information allowed by this subsection, they shall in their report under subsection (b)of this section specify the information considered by them, including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors’ belief that such information is relevant and reliable.
(e) Determinations of law by the inspectors of election are subject to de novo review by a court in a proceeding under section 30-29-749, Idaho Code, or other judicial proceeding.
History:
[30-29-729, added 2015, ch. 243, sec. 62, p. 923; am. 2019, ch. 90, sec. 61, p. 262.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-730 - VOTING TRUSTS.

30-29-730. VOTING TRUSTS. (a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation at its principal office.
(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name.
(c) Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust. A voting trust that became effective when this chapter provided a ten (10) year limit on its duration remains governed by the provisions of this section concerning duration then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust.
History:
[30-29-730, added 2015, ch. 243, sec. 62, p. 923; am. 2019, ch. 90, sec. 62, p. 263.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-731 - VOTING AGREEMENTS.

30-29-731. VOTING AGREEMENTS. (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 30-29-730, Idaho Code.
(b) A voting agreement created under this section is specifically enforceable.
History:
[30-29-731, added 2015, ch. 243, sec. 62, p. 923; am. 2019, ch. 90, sec. 63, p. 264.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-740 - PART DEFINITIONS.

30-29-740. PART DEFINITIONS. As used in sections 30-29-741 through 30-29-747, Idaho Code:
(1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 30-29-747, Idaho Code, in the right of a foreign corporation.
(2) "Shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
History:
[30-29-740, added 2015, ch. 243, sec. 62, p. 925; am. 2019, ch. 90, sec. 65, p. 266.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-741 - STANDING.

30-29-741. STANDING. A shareholder may not commence or maintain a derivative proceeding unless the shareholder:
(a) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one (1) who was a shareholder at that time; and
(b) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
History:
[30-29-741, added 2015, ch. 243, sec. 62, p. 925; am. 2019, ch. 90, sec. 66, p. 266.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-742 - DEMAND.

30-29-742. DEMAND. No shareholder may commence a derivative proceeding until:
(a) A written demand has been made upon the corporation to take suitable action; and
(b) Ninety (90) days have expired from the date delivery of the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety (90) day period.
History:
[30-29-742, added 2015, ch. 243, sec. 62, p. 925; am. 2019, ch. 90, sec. 67, p. 266.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-743 - STAY OF PROCEEDINGS.

30-29-743. STAY OF PROCEEDINGS. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
History:
[30-29-743, added 2015, ch. 243, sec. 62, p. 925.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-744 - DISMISSAL.

30-29-744. DISMISSAL. (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one (1) of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by:
(1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or
(2) A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.
(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either:
(1) That a majority of the board of directors did not consist of independent directors at the time the determination was made; or
(2) That the requirements of subsection (a) of this section have not been met.
(d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.
(e) Upon motion by the corporation, the court may appoint a panel of one (1) or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.
History:
[30-29-744, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 68, p. 266.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-745 - DISCONTINUANCE OR SETTLEMENT.

30-29-745. DISCONTINUANCE OR SETTLEMENT. A derivative proceeding may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation’s shareholders or a class or series of shareholders, the court shall direct that notice be given to the shareholders affected.
History:
[30-29-745, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 69, p. 267.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-746 - PAYMENT OF EXPENSES.

30-29-746. PAYMENT OF EXPENSES. On termination of the derivative proceeding the court may:
(a) Order the corporation to pay the plaintiff’s expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;
(b) Order the plaintiff to pay any defendant’s expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
(c) Order a party to pay an opposing party’s expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law or was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
History:
[30-29-746, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 70, p. 267.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-747 - APPLICABILITY TO FOREIGN CORPORATIONS.

30-29-747. APPLICABILITY TO FOREIGN CORPORATIONS. In any derivative proceeding in the right of a foreign corporation, the matters covered by sections 30-29-740 through 30-29-746, Idaho Code, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 30-29-743, 30-29-745 and 30-29-746, Idaho Code.
History:
[30-29-747, added 2015, ch. 243, sec. 62, p. 927.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 7 - SHAREHOLDERS › Section 30-29-748 - SHAREHOLDER ACTION TO APPOINT A CUSTODIAN OR RECEIVER.

30-29-748. SHAREHOLDER ACTION TO APPOINT A CUSTODIAN OR RECEIVER. (a) The Idaho district court of the county where a corporation’s principal office is located, or, if none in this state, Ada county, may appoint one (1) or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that:
(1) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or
(2) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.
(b) The court:
(1) May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;
(2) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and
(3) Has jurisdiction over the corporation and all of its property, wherever located.
(c) The court may appoint an individual, or domestic or foreign corporation registered to do business in this state, as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.
(d) The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:
(1) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and
(2) A receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and may sue and defend in the receiver’s own name as receiver in all courts of this state.
(e) The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.
(f) The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.
(g) As used in this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
History:
[30-29-748, added 2019, ch. 90, sec. 71, p. 268.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-801 - REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS.

30-29-801. REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS. (a) Except as may be provided in an agreement authorized under section 30-29-732, Idaho Code, each corporation shall have a board of directors.
(b) Except as may be provided in an agreement authorized under section 30-29-732, Idaho Code, and subject to any limitation in the articles of incorporation permitted by section 30-29-202(b), Idaho Code, all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight of the board of directors.
History:
[30-29-801, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 73, p. 270.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-802 - QUALIFICATIONS OF DIRECTORS.

30-29-802. QUALIFICATIONS OF DIRECTORS. (a) The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful.
(b) A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.
(c) A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
(d) A qualification for nomination for director prescribed before a person’s nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person’s nomination shall not apply to such person with respect to such nomination.
(e) A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director’s term. A qualification prescribed after a director has been elected or appointed shall not apply to that director before the end of that director’s term.
History:
[30-29-802, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 74, p. 270.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-803 - NUMBER AND ELECTION OF DIRECTORS.

30-29-803. NUMBER AND ELECTION OF DIRECTORS. (a) A board of directors shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or bylaws.
(c) Directors are elected at the first annual shareholders’ meeting and at each annual shareholders’ meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by section 30-29-704, Idaho Code, or unless their terms are staggered under section 30-29-806, Idaho Code.
History:
[30-29-803, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 75, p. 271.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-804 - ELECTION OF DIRECTORS BY CERTAIN CLASSES OR SERIES OF SHARES.

30-29-804. ELECTION OF DIRECTORS BY CERTAIN CLASSES OR SERIES OF SHARES. If the articles of incorporation or action by the board of directors pursuant to section 30-29-602, Idaho Code, authorizes dividing the shares into classes or series, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes or series of shares. A class or series, or multiple classes or series, of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.
History:
[30-29-804, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 76, p. 271.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-805 - TERMS OF DIRECTORS GENERALLY.

30-29-805. TERMS OF DIRECTORS GENERALLY. (a) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
(b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with section 30-29-806, Idaho Code, at the applicable second or third annual shareholders’ meeting following their election except to the extent provided in section 30-29-1022, Idaho Code, if a bylaw electing to be governed by that section is in effect or if a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.
(c) A decrease in the number of directors does not shorten an incumbent director’s term.
(d) The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.
(e) Except to the extent otherwise provided in the articles of incorporation or under section 30-29-1022, Idaho Code, if a bylaw electing to be governed by that section is in effect, despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or there is a decrease in the number of directors.
History:
[30-29-805, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 77, p. 271.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-806 - STAGGERED TERMS FOR DIRECTORS.

30-29-806. STAGGERED TERMS FOR DIRECTORS. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be elected for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
History:
[30-29-806, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 78, p. 272.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-807 - RESIGNATION OF DIRECTORS.

30-29-807. RESIGNATION OF DIRECTORS. (a) A director may resign at any time by delivering a written notice of resignation to the board of directors, its chair, or the secretary.
(b) A resignation is effective as provided in section 30-29-141(i), Idaho Code, unless the resignation provides for a delayed effectiveness, including effectiveness determined upon a future event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
History:
[30-29-807, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 79, p. 272.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-808 - REMOVAL OF DIRECTORS BY SHAREHOLDERS.

30-29-808. REMOVAL OF DIRECTORS BY SHAREHOLDERS. (a) The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
(c) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the articles of incorporation or bylaws require a greater number; provided that if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against removal and, if action is taken by less than unanimous written consent, voting shareholders entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal.
(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that removal of the director is a purpose of the meeting.
History:
[30-29-808, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 80, p. 272.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-809 - REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING.

30-29-809. REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING. (a) The Idaho district court of the county where a corporation’s principal office is located, or, if none in this state, Ada county, may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that:
(1) The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and
(2) Considering the director’s course of conduct and the inadequacy of other available remedies, removal, or other such relief would be in the best interest of the corporation.
(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 30-29-740 through 30-29-747, Idaho Code, except section 30-29-741(a), Idaho Code.
History:
[30-29-809, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 81, p. 273.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-810 - VACANCY ON BOARD OF DIRECTORS.

30-29-810. VACANCY ON BOARD OF DIRECTORS. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) The shareholders may fill the vacancy;
(2) The board of directors may fill the vacancy; or
(3) If the directors remaining in office are fewer than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group, even if fewer than a quorum, are entitled to fill the vacancy if it is filled by the directors.
(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 30-29-807(b), Idaho Code, or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
History:
[30-29-810, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 82, p. 273.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-811 - COMPENSATION OF DIRECTORS.

30-29-811. COMPENSATION OF DIRECTORS. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
History:
[30-29-811, added 2015, ch. 243, sec. 63, p. 929.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 8 - DIRECTORS AND OFFICERS › Section 30-29-820 - MEETINGS.

30-29-820. MEETINGS. (a) The board of directors may hold regular or special meetings in or out of this state.
(b) Unless restricted by the articles of incorporation or bylaws, any or all directors may participate in any meeting of the board of directors 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:
[30-29-820, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 83, p. 273.]