reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 2 - INCORPORATION › Section 30-30-206 - BYLAWS.

30-30-206. BYLAWS. (1) The board of directors or members of a corporation shall adopt the initial bylaws for the corporation.
(2) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
(3) The patrons of a cooperative corporation, by dealing with the corporation, acknowledge that the terms and provisions of the articles of incorporation and bylaws, as well as policies, rules and regulations, shall constitute and be a contract between the corporation and each patron, and both the corporation and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.
History:
[30-30-206, added 2015, ch. 243, sec. 75, p. 973.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 2 - INCORPORATION › Section 30-30-207 - EMERGENCY BYLAWS AND POWERS.

30-30-207. EMERGENCY BYLAWS AND POWERS. (1) Unless the articles provide otherwise, the directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(a) How to call a meeting of the board;
(b) Quorum requirements for the meeting; and
(c) Designation of additional or substitute directors.
(2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(3) Corporate action taken in good faith in accordance with the emergency bylaws:
(a) Binds the corporation; and
(b) May not be used to impose liability on a corporate director, officer, employee, or agent.
(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
History:
[30-30-207, added 2015, ch. 243, sec. 75, p. 973.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 3 - PURPOSES AND POWERS › Section 30-30-301 - PURPOSES.

30-30-301. PURPOSES. (1) One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
(2) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this act only if incorporation under this act is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.
History:
[30-30-301, added 2015, ch. 243, sec. 76, p. 974.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 3 - PURPOSES AND POWERS › Section 30-30-302 - GENERAL POWERS.

30-30-302. GENERAL POWERS. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power:
(1) To sue and be sued, complain and defend in its corporate name;
(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it;
(3) To make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation;
(4) To purchase, receive, lease or otherwise acquire and to own, hold, improve, use and otherwise deal with real property, including water and water rights, and personal property, or any legal or equitable interest in property, wherever located;
(5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;
(6) To purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in or obligations of any entity;
(7) To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;
(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 30-30-620, Idaho Code;
(9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;
(10) To conduct its activities, locate offices and exercise the powers granted by this act within or without this state;
(11) To elect or appoint directors, officers, employees and agents of the corporation, define their duties and fix their compensation;
(12) To pay pensions and establish pension plans, pension trusts and other benefit and incentive plans for any or all of its current or former directors, officers, employees and agents;
(13) To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific or educational purposes and for other purposes that further the corporate interest;
(14) To impose dues, assessments, admission and transfer fees upon its members and to levy assessments upon the outstanding shares of stock, of a corporation with capital stock, if authorized by the articles of incorporation of that corporation;
(15) To establish conditions for admission of members, admit members and issue memberships;
(16) To carry on a business; and
(17) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
History:
[30-30-302, added 2015, ch. 243, sec. 76, p. 974.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 3 - PURPOSES AND POWERS › Section 30-30-303 - EMERGENCY POWERS.

30-30-303. EMERGENCY POWERS. (1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and
(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.
(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:
(a) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(b) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
(a) Binds the corporation; and
(b) May not be used to impose liability on a corporate director, officer, employee or agent.
(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
History:
[30-30-303, added 2015, ch. 243, sec. 76, p. 975.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 3 - PURPOSES AND POWERS › Section 30-30-304 - ULTRA VIRES.

30-30-304. ULTRA VIRES. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation’s power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by a director, or by a member or members in a derivative proceeding.
(3) A corporation’s power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee or other legal representative.
History:
[30-30-304, added 2015, ch. 243, sec. 76, p. 975.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-401 - ADMISSION OF MEMBERS.

30-30-401. ADMISSION OF MEMBERS. (1) The articles or bylaws may establish criteria or procedures for admission of members.
(2) No person shall be admitted as a member without his or her consent.
(3) No person who is not an incorporator shall become a member of a cooperative corporation unless such person shall agree to use services furnished by the corporation when such service shall be available through its facilities.
History:
[30-30-401, added 2015, ch. 243, sec. 77, p. 975.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-402 - CONSIDERATION.

30-30-402. CONSIDERATION. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board, or by the articles of incorporation.
History:
[30-30-402, added 2015, ch. 243, sec. 77, p. 975.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-403 - NO REQUIREMENT OF MEMBERS.

30-30-403. NO REQUIREMENT OF MEMBERS. A corporation, except a cooperative corporation, is not required to have members.
History:
[30-30-403, added 2015, ch. 243, sec. 77, p. 976.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-404 - DIFFERENCES IN RIGHTS AND OBLIGATIONS OF MEMBERS.

30-30-404. DIFFERENCES IN RIGHTS AND OBLIGATIONS OF MEMBERS. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations or divide voting rights by voting districts. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.
History:
[30-30-404, added 2015, ch. 243, sec. 77, p. 976.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-405 - TRANSFERS.

30-30-405. TRANSFERS. Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
History:
[30-30-405, added 2015, ch. 243, sec. 77, p. 976.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-406 - MEMBER’S LIABILITY TO THIRD PARTIES.

30-30-406. MEMBER’S LIABILITY TO THIRD PARTIES. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.
History:
[30-30-406, added 2015, ch. 243, sec. 77, p. 976.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-407 - MEMBER’S LIABILITY FOR DUES, ASSESSMENTS AND FEES.

30-30-407. MEMBER’S LIABILITY FOR DUES, ASSESSMENTS AND FEES. A member may become liable to the corporation for dues, assessments or fees.
History:
[30-30-407, added 2015, ch. 243, sec. 77, p. 976.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-408 - RESIGNATION.

30-30-408. RESIGNATION. (1) A member may resign at any time. A person ceases to be a stockholder only when that person’s shares of stock have all been disposed of.
(2) The resignation of a member, or the disposal of all stock of a stockholder, does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
(3) The provisions of title 42, Idaho Code, shall also apply to all resignations pursuant to this section if a company or corporation is regulated or governed pursuant to that title.
History:
[30-30-408, added 2015, ch. 243, sec. 77, p. 976.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-409 - TERMINATION, EXPULSION AND SUSPENSION.

30-30-409. TERMINATION, EXPULSION AND SUSPENSION. (1) No member, except a member of a religious corporation, may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
(2) A procedure is fair and reasonable when either:
(a) The articles or bylaws set forth a procedure that provides:
(i) Not less than fifteen (15) days’ prior written notice of the expulsion, suspension or termination and the reasons therefor; and
(ii) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or
(b) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(3) Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation’s records.
(4) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination.
(5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
History:
[30-30-409, added 2015, ch. 243, sec. 77, p. 976.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-410 - PURCHASE OF MEMBERSHIPS.

30-30-410. PURCHASE OF MEMBERSHIPS. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of section 30-30-904, Idaho Code.
History:
[30-30-410, added 2015, ch. 243, sec. 77, p. 977.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-411 - DERIVATIVE SUITS.

30-30-411. DERIVATIVE SUITS. (1) A proceeding may be brought in the right of a domestic or foreign nonprofit corporation to procure a judgment in its favor by:
(a) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or
(b) Any director.
(2) In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding.
(3) A complaint in a proceeding brought in the right of a corporation must be verified and alleged with particularity to the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation’s investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.
(4) On termination of the proceeding, the court may require the complainants to pay any defendant’s reasonable expenses, including attorney’s fees, incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.
(5) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise or settlement of an action or claim, the court may award the complainants reasonable expenses, including attorney’s fees.
History:
[30-30-411, added 2015, ch. 243, sec. 77, p. 977.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 4 - MEMBERSHIP › Section 30-30-412 - DELEGATES.

30-30-412. DELEGATES. (1) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.
(2) The articles or bylaws may set forth provisions relating to:
(a) The characteristics, qualifications, rights, limitations and obligations of delegates including their selection and removal;
(b) Calling, noticing, holding and conducting meetings of delegates; and
(c) Carrying on corporate activities during and between meetings of delegates.
History:
[30-30-412, added 2015, ch. 243, sec. 77, p. 977.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-501 - ANNUAL AND REGULAR MEETINGS.

30-30-501. ANNUAL AND REGULAR MEETINGS. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(3) Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation’s principal office.
(4) At the annual meeting:
(a) The president and chief financial officer shall report on the activities and financial condition of the corporation; and
(b) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of section 30-30-505, Idaho Code.
(5) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of section 30-30-505, Idaho Code.
(6) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
History:
[30-30-501, added 2015, ch. 243, sec. 78, p. 977.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-502 - SPECIAL MEETING.

30-30-502. SPECIAL MEETING. (1) A corporation with members shall hold a special meeting of members:
(a) On call of its board or the person or persons authorized to do so by the articles or bylaws; or
(b) Except as provided in the articles or bylaws of a religious corporation if the holders of at least ten percent (10%) of the voting power of any corporation sign, date and deliver to any corporate officer one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(2) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the ten percent (10%) requirement of subsection (1) of this section has been met.
(3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given pursuant to section 30-30-505, Idaho Code, within thirty (30) days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (4) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 30-30-505, Idaho Code.
(4) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office.
(5) Only those matters that are within the purpose or purposes described in the meeting notice required in section 30-30-505, Idaho Code, may be conducted at a special meeting of members.
History:
[30-30-502, added 2015, ch. 243, sec. 78, p. 978.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-503 - COURT-ORDERED MEETINGS.

30-30-503. COURT-ORDERED MEETINGS. (1) The district court of the county where a corporation’s principal office is located or, if none in this state, Ada county, may summarily order a meeting to be held:
(a) On application of any member or other person entitled to participate in an annual or regular meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation’s fiscal year or fifteen (15) months after its last annual meeting; or
(b) On application of any member or other person entitled to participate in a regular meeting, if a regular meeting is not held within forty (40) days after the date it was required to be held; or
(c) On application of a member who signed a demand for a special meeting valid under section 30-30-502, Idaho Code, a person or persons entitled to call a special meeting, if:
(i) Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; or
(ii) The special meeting was not held in accordance with the notice.
(2) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(3) If the court orders a meeting, it may also order the corporation to pay the member’s costs, including reasonable attorney’s fees, incurred to obtain the order.
History:
[30-30-503, added 2015, ch. 243, sec. 78, p. 978.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-504 - ACTION BY WRITTEN CONSENT.

30-30-504. ACTION BY WRITTEN CONSENT. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2) If not otherwise determined under section 30-30-503 or 30-30-507, Idaho Code, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.
(4) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.
History:
[30-30-504, added 2015, ch. 243, sec. 78, p. 979.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-505 - NOTICE OF MEETING.

30-30-505. NOTICE OF MEETING. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided however, that notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section.
(3) Notice is fair and reasonable if:
(a) The corporation notifies its members of the place, date, and time of each annual, regular and special meeting of members no fewer than ten (10) days, or if notice is mailed by other than first class or registered mail, thirty (30) days, nor more than sixty (60) days before the meeting date;
(b) Notice of an annual or regular meeting includes a description of any matters or matters that must be approved by the members under section 30-22-203, 30-22-303, 30-22-403, 30-22-503, 30-30-619, 30-30-626, 30-30-703, 30-30-709, 30-30-903 or 30-30-1003, Idaho Code; and
(c) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(4) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 30-30-507, Idaho Code, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(5) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
(a) Requested in writing to do so by a person entitled to call a special meeting; and
(b) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
History:
[30-30-505, added 2015, ch. 243, sec. 78, p. 979.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-506 - WAIVER OF NOTICE.

30-30-506. WAIVER OF NOTICE. (1) A member may waive any notice required in this act, the articles or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2) A member’s attendance at a meeting:
(a) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or
(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
History:
[30-30-506, added 2015, ch. 243, sec. 78, p. 980.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-507 - RECORD DATE — DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE.

30-30-507. RECORD DATE — DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE. (1) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.
(2) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(3) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
(4) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.
(5) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.
(6) 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 for notice or voting continues in effect or it may fix a new record date for notice or voting.
History:
[30-30-507, added 2015, ch. 243, sec. 78, p. 980.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-508 - ACTION BY MAILED WRITTEN BALLOT OR ABSENTEE BALLOT.

30-30-508. ACTION BY MAILED WRITTEN BALLOT OR ABSENTEE BALLOT. (1) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. The articles or bylaws may provide that the members may vote by mail or by absentee ballot on any corporate action that may be taken at any annual, regular or special meeting of members.
(2) A written ballot for action taken without a meeting shall:
(a) Set forth each proposed action; and
(b) Provide an opportunity to vote for or against each proposed action.
(3) Approval by written ballot alone pursuant to this section when a meeting is not held shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and when the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(4) All solicitations for votes by written ballot shall:
(a) Indicate the number of responses needed to meet the quorum requirements;
(b) State the percentage of approvals necessary to approve each matter other than election of directors; and
(c) Specify the time by which a ballot must be received by the corporation in order to be counted.
(5) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
History:
[30-30-508, added 2015, ch. 243, sec. 78, p. 981.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-509 - MEMBERS’ LIST FOR MEETING.

30-30-509. MEMBERS’ LIST FOR MEETING. (1) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.
(2) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member or a member’s agent or attorney is entitled on written demand to inspect and, subject to the limitations of sections 30-30-1102(3) and 30-30-1104, Idaho Code, to copy the list, at a reasonable time and at the member’s expense, during the period it is available for inspection.
(3) The corporation shall make the list of members available at the meeting, and any member or a member’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(4) If the corporation refuses to allow a member or a member’s agent or attorney to inspect the list of members before or at the meeting or copy the list as permitted by subsection (2) of this section, the 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 member, 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 and may order the corporation to pay the member’s costs, including reasonable attorney’s fees, incurred to obtain the order.
(5) Unless a written demand to inspect and copy a membership list has been made under subsection (2) of this section prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.
(6) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
History:
[30-30-509, added 2015, ch. 243, sec. 78, p. 981.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-510 - VOTING ENTITLEMENT GENERALLY.

30-30-510. VOTING ENTITLEMENT GENERALLY. (1) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members, or by one (1) vote for each share of stock in a corporation that issues shares of stock instead of memberships, when authorized by the articles of incorporation of said corporation.
(2) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect:
(a) If only one (1) votes, such act binds all; and
(b) If more than one (1) votes, the vote shall be divided on a pro rata basis.
History:
[30-30-510, added 2015, ch. 243, sec. 78, p. 982.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-511 - QUORUM REQUIREMENTS.

30-30-511. QUORUM REQUIREMENTS. (1) Unless this act, the articles, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented in person, by proxy, by mailed written ballot, by absentee ballot, or by means of remote communication to the extent authorized by the board of directors at a meeting of members to constitute a quorum on that matter.
(2) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.
(3) A bylaw amendment to increase the quorum required for any member action must be approved by the members.
(4) Unless one-third (1/3) or more of the voting power is present in person, by proxy, by mailed written ballot, by absentee ballot, or by means of remote communication to the extent authorized by the board of directors, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
History:
[30-30-511, added 2015, ch. 243, sec. 78, p. 982; am. 2021, ch. 191, sec. 1, p. 520.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-512 - VOTING REQUIREMENTS.

30-30-512. VOTING REQUIREMENTS. (1) Unless this act, the articles or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, which affirmative votes also constitute a majority of the required quorum, is the act of the members.
(2) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
History:
[30-30-512, added 2015, ch. 243, sec. 78, p. 982.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-513 - PROXIES.

30-30-513. PROXIES. (1) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.
(2) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form; provided however, that no proxy shall be valid for more than three (3) years from its date of execution.
(3) An appointment of a proxy is revocable by the member.
(4) The death or incapacity of the member 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 secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(5) Appointment of a proxy is revoked by the person appointing the proxy:
(a) Attending any meeting and voting in person; or
(b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a written statement that the appointment of the proxy is revoked or a subsequent appointment form.
(6) Subject to section 30-30-516, Idaho Code, and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.
(7) The articles or bylaws of a corporation may prescribe reasonable conditions under which proxy voting may be exercised.
History:
[30-30-513, added 2015, ch. 243, sec. 78, p. 982.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-514 - CUMULATIVE VOTING FOR DIRECTORS.

30-30-514. CUMULATIVE VOTING FOR DIRECTORS. (1) If the articles or bylaws specifically provide for cumulative voting by members, members may so vote by multiplying the number of votes the members 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.
(2) Cumulative voting is not authorized at a particular meeting unless:
(a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(b) A member gives notice during the meeting and before the vote is taken of the member’s intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.
(3) A director elected by cumulative voting may be removed by the members without cause if the requirements of section 30-30-608, Idaho Code, are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast, or, if such action is taken by written ballot, all memberships entitled to vote were voted, and the entire number of directors authorized at the time of the director’s most recent election were then being elected.
(4) Members may not cumulatively vote if the directors and members are identical.
History:
[30-30-514, added 2015, ch. 243, sec. 78, p. 983.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-515 - OTHER METHODS OF ELECTING DIRECTORS.

30-30-515. OTHER METHODS OF ELECTING DIRECTORS. A corporation may provide in its articles or bylaws for election of directors by members or delegates:
(1) On the basis of chapter or other organizational unit;
(2) By region or other geographic unit, including voting district and, in respect to each such voting district, the articles or bylaws shall describe the boundaries thereof and designate the number of directors that shall be elected by the members residing therein;
(3) By preferential voting; or
(4) By any other reasonable method.
History:
[30-30-515, added 2015, ch. 243, sec. 78, p. 983.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 5 - MEMBER MEETINGS › Section 30-30-517 - VOTING AGREEMENTS.

30-30-517. VOTING AGREEMENTS. (1) If the articles or bylaws specifically allow for voting agreements, two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten (10) years.
(2) A voting agreement created under this section is specifically enforceable.
History:
[30-30-517, added 2015, ch. 243, sec. 78, p. 984.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-601 - REQUIREMENT FOR AND DUTIES OF BOARD.

30-30-601. REQUIREMENT FOR AND DUTIES OF BOARD. (1) Each corporation must have a board of directors.
(2) Except as provided in this act or subsection (3) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
(3) The articles may authorize a person or persons to exercise some or all of the powers that would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
History:
[30-30-601, added 2015, ch. 243, sec. 79, p. 984.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-602 - QUALIFICATIONS OF DIRECTORS.

30-30-602. QUALIFICATIONS OF DIRECTORS. All directors must be individuals. If the corporation is a cooperative, all directors must be members of the corporation, provided, that unless otherwise provided in the bylaws, a person who has the right to vote on behalf of an entity that is a member of the corporation may serve as a director. The articles or bylaws may prescribe other qualifications for directors.
History:
[30-30-602, added 2015, ch. 243, sec. 79, p. 985.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-603 - NUMBER OF DIRECTORS.

30-30-603. NUMBER OF DIRECTORS. (1) The board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding the foregoing, the board of directors of a religious corporation must consist of at least one (1) individual, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The number of directors may be increased or decreased within the limitations contained in subsection (1) of this section from time to time by amendment to or in the manner prescribed in the articles or bylaws.
History:
[30-30-603, added 2015, ch. 243, sec. 79, p. 985.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-604 - ELECTION, DESIGNATION AND APPOINTMENT OF DIRECTORS.

30-30-604. ELECTION, DESIGNATION AND APPOINTMENT OF DIRECTORS. (1) If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.
(2) If the corporation does not have members, all the directors, except the initial directors, shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors, other than the initial directors, shall be elected by the board.
History:
[30-30-604, added 2015, ch. 243, sec. 79, p. 985.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-605 - TERMS OF DIRECTORS GENERALLY.

30-30-605. TERMS OF DIRECTORS GENERALLY. (1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.
(2) A decrease in the number of directors or term of office does not shorten an incumbent director’s term.
(3) Except as provided in the articles or bylaws:
(a) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(b) The term of a director filling any other vacancy expires at the end of the unexpired term that such director is filling.
(4) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated or appointed, and qualifies, or until there is a decrease in the number of directors.
History:
[30-30-605, added 2015, ch. 243, sec. 79, p. 985.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-606 - STAGGERED TERMS FOR DIRECTORS.

30-30-606. STAGGERED TERMS FOR DIRECTORS. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
History:
[30-30-606, added 2015, ch. 243, sec. 79, p. 985.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 30 - IDAHO NONPROFIT CORPORATION ACT › Part 6 - DIRECTORS AND OFFICERS › Section 30-30-607 - RESIGNATION OF DIRECTORS.

30-30-607. RESIGNATION OF DIRECTORS. (1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.
(2) 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, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
History:
[30-30-607, added 2015, ch. 243, sec. 79, p. 986.]