reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 16 - CONTROL SHARE ACQUISITION ACT › Section 30-1607 - VOTING RIGHTS.

30-1607. VOTING RIGHTS. (1) Shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition but only if and to the extent approved by a resolution of shareholders of the issuing public corporation at a special or annual meeting of shareholders pursuant to section 30-1605, Idaho Code.
(2) The resolution of shareholders must be approved by the affirmative vote of the holders of sixty-six and two-thirds per cent (66 2/3%) of the voting power of all shares entitled to vote excluding all interested shares.
(3) A class or series of shares of the issuing public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would, if contained in a proposed amendment to the articles of the issuing public corporation, entitle the class or series to vote separately as a class or series.
(4) To have the voting rights accorded by approval of a resolution of shareholders, any proposed control share acquisition not consummated before the time of the shareholder approval must be consummated within one hundred eighty (180) days after the shareholders’ approval.
(5) Any shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights on transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares are subject to the provisions of this chapter.
History:
[30-1607, added 1988, ch. 84, sec. 2, p. 156.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 16 - CONTROL SHARE ACQUISITION ACT › Section 30-1608 - RIGHTS OF ACTION.

30-1608. RIGHTS OF ACTION. (1) An acquiring person, an issuing public corporation and shareholders of an issuing public corporation may sue at law or in equity to enforce the provisions of this chapter.
(2) The issuing public corporation may make application to a court of competent jurisdiction to obtain a declaration of the issuing public corporation’s and other persons’ obligations and rights under the act, and the court in any such action may, to the extent it deems appropriate, modify the timing requirements under this act during the time the court is determining the matter, provided, however, that, consistent with the proper adjudication of the matter, courts of this state will determine the matter in the most expeditious manner practicable.
History:
[30-1608, added 1988, ch. 84, sec. 2, p. 156.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 16 - CONTROL SHARE ACQUISITION ACT › Section 30-1609 - REDEMPTION.

30-1609. REDEMPTION. (1) Unless otherwise expressly provided in the articles or in bylaws of an issuing public corporation, the issuing public corporation may call for redemption of all but not less than all shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition at a redemption price equal to the market value of the shares at the time the call for redemption is given if either:
(a) An information statement has not been delivered to the issuing public corporation by the acquiring person by the tenth day after the control share acquisition; or
(b) An information statement has been delivered but the shareholders have voted not to accord voting rights to such shares pursuant to section 30-1607(2), Idaho Code.
(2) The issuing public corporation shall give the call for redemption within thirty (30) days after the event giving the issuing public corporation the option to call the shares for redemption and the shares shall be redeemed within sixty (60) days after the call is given.
History:
[30-1609, added 1988, ch. 84, sec. 2, p. 156.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 16 - CONTROL SHARE ACQUISITION ACT › Section 30-1610 - SCOPE.

30-1610. SCOPE. (1) Nothing contained in this chapter is intended or shall be construed in any way to limit, modify or restrict an issuing public corporation’s authority to take any action which the directors may appropriately determine to be in furtherance of the protection of the interests of the corporation and its shareholders, including without limitation the authority to adopt or enter into plans, arrangements or instruments that deny rights, privileges, power or authority to the holder or holders of at least a specified number of shares or percentage of share ownership or voting power in certain circumstances.
(2) The requirements imposed by this chapter are to be in addition to, and not in lieu of, requirements imposed on a transaction by any provision in the articles or the bylaws of the issuing public corporation, or otherwise.
History:
[30-1610, added 1988, ch. 84, sec. 2, p. 157.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 16 - CONTROL SHARE ACQUISITION ACT › Section 30-1611 - JURISDICTION.

30-1611. JURISDICTION. (1) If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes limitations on the voting rights of any person in the event that the person acquires or proposes to acquire shares of the issuing public corporation which exceed or meet any level or range of ownership or voting powers specified in such law, and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent necessary to resolve such inconsistency.
(2) If any jurisdiction other than the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to the provisions of this chapter which imposes limitations on the voting rights of any person in the event that the person acquires or proposes to acquire shares of the issuing public corporation which exceed or meet any level or range of ownership specified in such law and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent that (i) a greater percentage of shareholders of the issuing public corporation reside in that jurisdiction than in this state, computed in accordance with provisions of section 30-1601(12), Idaho Code, and then, only to the extent necessary to resolve such inconsistency or (ii) the director of the department of finance determines within three (3) business days from the date on which this chapter’s provisions are first applicable to a particular control share acquisition that the other jurisdiction’s law adequately provides for the protection of Idaho shareholders.
History:
[30-1611, added 1988, ch. 84, sec. 2, p. 157.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 16 - CONTROL SHARE ACQUISITION ACT › Section 30-1612 - SEVERABILITY.

30-1612. SEVERABILITY. The provisions of this chapter are hereby declared to be severable and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of remaining portions of this act that can be given effect without the invalid provision or application. The invalidity of any provision of this act shall not affect the remaining provisions of this act.
History:
[30-1612, added 1988, ch. 84, sec. 2, p. 158.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 16 - CONTROL SHARE ACQUISITION ACT › Section 30-1613 - ELECTION.

30-1613. ELECTION. Any publicly held corporation which meets the requirements specified in section 30-1601(12)(b)(i), (ii) and (iii), Idaho Code, may, by action of its board of directors, adopt an amendment to its bylaws electing to be subject to this chapter, provided such corporation has one thousand (1,000) or more shareholders of record in this state, and thereby shall be subject to the provisions of this chapter as an issuing public corporation.
History:
[30-1613, added 1988, ch. 84, sec. 2, p. 158.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 17 - BUSINESS COMBINATION ACT › Section 30-1702 - DUTIES OF DIRECTOR.

30-1702. DUTIES OF DIRECTOR. In discharging the duties of the position of director of an issuing public corporation, a director, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its shareholders including the possibility that these interests may be best served by the continued independence of the corporation. In addition, a director may consider the interests of Idaho employees, suppliers, customers and communities in discharging his duties.
History:
[30-1702, added 1988, ch. 84, sec. 3, p. 163.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 17 - BUSINESS COMBINATION ACT › Section 30-1703 - EXCLUSIONS FROM CHAPTER.

30-1703. EXCLUSIONS FROM CHAPTER. The provisions of this chapter shall not apply to an interested shareholder if:
(1) The interested shareholder was an interested shareholder on, or became an interested shareholder pursuant to a tender offer commenced prior to, the day following the effective date of this act, and remained such;
(2) The original articles or bylaws of the issuing public corporation contain a provision expressly electing not to be subject to the provisions of this chapter;
(3) The issuing public corporation, by action of its board of directors, adopts an amendment to its bylaws expressly electing not to be subject to the provisions of this chapter; or
(4) The issuing public corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws approved by the shareholders holding sixty-six and two-thirds per cent (66 2/3%) of the outstanding voting power of all shares entitled to vote, excluding the shares of interested shareholders and their affiliates and associates, under which the issuing public corporation by such shareholder action expressly elects not to be subject to this chapter, and such amendment provides that it is not to be effective until eighteen (18) months after the effective date of this chapter.
(5) The provisions of this chapter do not apply to any business combination of an issuing public corporation with an interested shareholder of the issuing public corporation who became an interested shareholder inadvertently, if the interested shareholder both:
(a) As soon as practicable, divests itself of a sufficient amount of the shares entitled to vote of the issuing public corporation so that it no longer is the beneficial owner, directly or indirectly, of ten per cent (10%) or more of the outstanding shares entitled to vote of the issuing public corporation; and
(b) Would not at any time within the three (3) year period preceding the announcement date with respect to the business combination have been an interested shareholder except for the inadvertent acquisition.
(6) This chapter does not apply to insurance companies regulated under title 41, Idaho Code.
History:
[30-1703, added 1988, ch. 84, sec. 3, p. 163.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 17 - BUSINESS COMBINATION ACT › Section 30-1706 - SCOPE.

30-1706. SCOPE. (1) Nothing contained in this chapter is intended or shall be construed in any way to limit, modify or restrict an issuing public corporation’s authority to take any action which the directors may appropriately determine to be in furtherance of the protection of the interests of the corporation and its shareholders, including without limitation the authority to adopt or enter into plans, arrangements or instruments that deny rights, privileges, power or authority to the holder or holders of at least a specified number of shares or percentage of share ownership or voting power in certain circumstances.
(2) The requirements imposed by this chapter are to be in addition to, and not in lieu of, requirements imposed on a transaction by any provision in the articles or the bylaws of the issuing public corporation, or otherwise.
History:
[30-1706, added 1988, ch. 84, sec. 3, p. 167.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 17 - BUSINESS COMBINATION ACT › Section 30-1707 - JURISDICTION.

30-1707. JURISDICTION. (1) If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes special requirements applicable to any business combination, and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent necessary to resolve such inconsistency.
(2) If any jurisdiction other than the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to the provisions of this chapter which imposes special requirements applicable to any business combination, and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent that (i) a greater percentage of shareholders of the issuing public corporation reside in that jurisdiction than in this state, computed in accordance with provisions of subsection 30-1701(14) and then, only to the extent necessary to resolve such inconsistency or (ii) the director of the department of finance determines within three (3) business days from the date on which this chapter’s provisions are first applicable to a business combination that the other jurisdiction’s law adequately provides for the protection of Idaho shareholders.
History:
[30-1707, added 1988, ch. 84, sec. 3, p. 168.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 17 - BUSINESS COMBINATION ACT › Section 30-1708 - SEVERABILITY.

30-1708. SEVERABILITY. The provisions of this chapter are hereby declared to be severable and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of remaining portions of this act that can give effect without the invalid provision or application. The invalidity of any provision of this act shall not affect the remaining provisions of this act.
History:
[30-1708, added 1988, ch. 84, sec. 3, p. 168.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 17 - BUSINESS COMBINATION ACT › Section 30-1709 - ELECTION.

30-1709. ELECTION. Any publicly held corporation which meets the requirements specified in section 30-1701(11)(b)(i), (ii) and (iii), Idaho Code, may, by action of its board of directors, adopt an amendment to its bylaws electing to be subject to this chapter, provided such corporation has one thousand (1,000) or more shareholders of record in this state, and thereby shall be subject to the provisions of this chapter as an issuing public corporation.
History:
[30-1709, added 1988, ch. 84, sec. 3, p. 168.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 19 - SUCCESSOR CORPORATION ASBESTOS-RELATED LIABILITY FAIRNESS ACT › Section 30-1901 - SHORT TITLE.

30-1901. SHORT TITLE. This act shall be known and may be cited as the "Successor Corporation Asbestos-Related Liability Fairness Act."
History:
[30-1901, added 2012, ch. 193, sec. 1, p. 520.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 19 - SUCCESSOR CORPORATION ASBESTOS-RELATED LIABILITY FAIRNESS ACT › Section 30-1902 - DEFINITIONS.

30-1902. DEFINITIONS. As used in this section, the following terms shall mean:
(1) "Asbestos claim" means any claim, wherever or whenever made, for damages, losses, indemnification, contribution or other relief arising out of, based on, or in any way related to asbestos, including:
(a) The health effects of exposure to asbestos, including a claim for:
(i) Personal injury or death;
(ii) Mental or emotional injury;
(iii) Risk of disease or other injury; or
(iv) The costs of medical monitoring or surveillance;
(b) Any claim made by, or on behalf of, any person exposed to asbestos, or a representative, spouse, parent, child or other relative of the person; and
(c) Any claim for damage or loss caused by the installation, presence, or removal of asbestos.
(2) "Corporation" means a corporation for profit, including a domestic corporation organized under the laws of this state or a foreign corporation organized under laws other than the laws of this state.
(3) "Successor" means a corporation that assumes or incurs or has assumed or incurred successor asbestos-related liabilities that is a successor and became a successor before January 1, 1972, or is any of that successor corporation’s successors.
(4) "Successor asbestos-related liabilities" means any liabilities, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, that are related in any way to asbestos claims and were assumed or incurred by a corporation as a result of or in connection with a merger or consolidation, or the plan of merger or consolidation related to the merger or consolidation with or into another corporation, or that are related in any way to asbestos claims based on the exercise of control or the ownership of stock of the corporation before the merger or consolidation. The term includes liabilities that, after the time of the merger or consolidation for which the fair market value of total gross assets is determined pursuant to section 30-1905, Idaho Code, were or are paid or otherwise discharged, or committed to be paid or otherwise discharged, by or on behalf of the corporation, or by a successor of the corporation, or by or on behalf of a transferor, in connection with settlements, judgments, or other discharges in this state or another jurisdiction.
(5) "Transferor" means a corporation from which the successor asbestos-related liabilities are or were assumed or incurred.
History:
[30-1902, added 2012, ch. 193, sec. 1, p. 520.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 19 - SUCCESSOR CORPORATION ASBESTOS-RELATED LIABILITY FAIRNESS ACT › Section 30-1903 - APPLICABILITY.

30-1903. APPLICABILITY. (1) The limitations in section 30-1904, Idaho Code, shall apply to any successor corporation.
(2) The limitations of section 30-1904, Idaho Code, shall not apply to:
(a) Worker’s compensation benefits paid by, or on behalf of, an employer to an employee under the provisions of title 72, Idaho Code, or a comparable worker’s compensation law of another jurisdiction;
(b) Any claim against a corporation that does not constitute a successor asbestos-related liability;
(c) Any obligation under the national labor relations act, 29 U.S.C. section 151 et seq., as amended, or under any collective bargaining agreement; or
(d) A successor that, after a merger or consolidation, continued in the business of mining asbestos or in the business of selling or distributing asbestos fibers or in the business of manufacturing, distributing, removing, or installing asbestos-containing products that were the same as those products previously manufactured, distributed, removed, or installed by the transferor.
History:
[30-1903, added 2012, ch. 193, sec. 1, p. 521.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 19 - SUCCESSOR CORPORATION ASBESTOS-RELATED LIABILITY FAIRNESS ACT › Section 30-1904 - LIMITATIONS ON SUCCESSOR ASBESTOS-RELATED LIABILITIES.

30-1904. LIMITATIONS ON SUCCESSOR ASBESTOS-RELATED LIABILITIES. (1) Except as further limited in subsection (2) of this section, the cumulative successor asbestos-related liabilities of a successor corporation are limited to the fair market value of the total gross assets of the transferor determined as of the time of the merger or consolidation. The successor corporation does not have responsibility for successor asbestos-related liabilities in excess of this limitation.
(2) If the transferor has assumed or incurred successor asbestos-related liabilities in connection with a prior merger or consolidation with a prior transferor, then the fair market value of the total assets of the prior transferor determined as of the time of the earlier merger or consolidation shall be substituted for the limitation set forth in subsection (1) of this section for purposes of determining the limitation of liability of a successor corporation.
History:
[30-1904, added 2012, ch. 193, sec. 1, p. 521.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 19 - SUCCESSOR CORPORATION ASBESTOS-RELATED LIABILITY FAIRNESS ACT › Section 30-1905 - ESTABLISHING FAIR MARKET VALUE OF TOTAL GROSS ASSETS.

30-1905. ESTABLISHING FAIR MARKET VALUE OF TOTAL GROSS ASSETS. (1) A successor corporation may establish the fair market value of total gross assets for the purpose of the limitations under section 30-1904, Idaho Code, through any method reasonable under the circumstances, including:
(a) By reference to the going concern value of the assets or to the purchase price attributable to or paid for the assets in an arms-length transaction; or
(b) In the absence of other readily available information from which the fair market value can be determined, by reference to the value of the assets recorded on a balance sheet.
(2) Total gross assets include intangible assets.
(3) To the extent total gross assets include any liability insurance that was issued to the transferor whose assets are being valued for purposes of this section, the applicability, terms, conditions and limits of such insurance shall not be affected by this statute, nor shall this statute otherwise affect the rights and obligations of an insurer, transferor or successor under any insurance contract and/or any related agreements, including, without limitation, preenactment settlements resolving coverage-related disputes, and the rights of an insurer to seek payment for applicable deductibles, retrospective premiums or self-insured retentions or to seek contribution from a successor for uninsured or self-insured periods or periods where insurance is uncollectible or otherwise unavailable. Without limiting the foregoing, to the extent total gross assets include any such liability insurance, a settlement of a dispute concerning any such liability insurance coverage entered into by a transferor or successor with the insurers of the transferor before the effective date of this act shall be determinative of the total coverage of such liability insurance to be included in the calculation of the transferor’s total gross assets.
History:
[30-1905, added 2012, ch. 193, sec. 1, p. 521.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 19 - SUCCESSOR CORPORATION ASBESTOS-RELATED LIABILITY FAIRNESS ACT › Section 30-1906 - ADJUSTMENT.

30-1906. ADJUSTMENT. (1) Except as provided in subsections (2) through (4) of this section, the fair market value of total gross assets at the time of the merger or consolidation shall increase annually at a rate equal to the sum of:
(a) The prime rate as listed in the first edition of the Wall Street Journal published for each calendar year since the merger or consolidation, unless the prime rate is not published in that edition of the Wall Street Journal, in which case any reasonable determination of the prime rate on the first day of the year may be used; and
(b) One percent (1%).
(2) The rate enumerated in subsection (1) of this section shall not be compounded.
(3) The adjustment of the fair market value of total gross assets shall continue as provided in subsection (1) of this section until the date the adjusted value is first exceeded by the cumulative amounts of successor asbestos-related liabilities paid or committed to be paid by, or on behalf of, the successor corporation or a predecessor or by, or on behalf of, a transferor after the time of the merger or consolidation for which the fair market value of total gross assets is determined.
(4) No adjustment of the fair market value of total gross assets shall be applied to any liability insurance that may be included in the definition of total gross assets by subsection (3) of section 30-1905, Idaho Code.
History:
[30-1906, added 2012, ch. 193, sec. 1, p. 522.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 19 - SUCCESSOR CORPORATION ASBESTOS-RELATED LIABILITY FAIRNESS ACT › Section 30-1907 - SCOPE OF CHAPTER — APPLICATION.

30-1907. SCOPE OF CHAPTER — APPLICATION. (1) The courts of this state shall construe the provisions of this act liberally with regard to successors.
(2) This act shall apply to all asbestos claims filed against a successor on or after the effective date of this act and to any pending asbestos claims against a successor in which trial has not commenced as of the effective date of this act, except that any provisions of these sections which would be unconstitutional if applied retroactively shall be applied prospectively.
History:
[30-1907, added 2012, ch. 193, sec. 1, p. 522.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2001 - APPLICATION AND EFFECT OF THIS CHAPTER.

30-2001. APPLICATION AND EFFECT OF THIS CHAPTER. (1) This chapter may be known and cited as the "Idaho Benefit Corporation Act."
(2) This chapter shall be applicable to all benefit corporations.
(3) The existence of a provision of this chapter shall not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This chapter shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.
(4) Except as otherwise provided in this chapter, the Idaho business corporation act shall be generally applicable to all benefit corporations. A benefit corporation may be subject simultaneously to this chapter and other chapters of this title. The provisions of this chapter shall control over other provisions of this title, including chapters 1 and 13 of this title.
(5) A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with or supersede a provision of this chapter.
History:
[30-2001, added 2015, ch. 217, sec. 1, p. 673.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2003 - INCORPORATION.

30-2003. INCORPORATION. A benefit corporation shall be incorporated in accordance with part 2, chapter 29, title 30, Idaho Code, but its articles of incorporation must also state that it is a benefit corporation.
History:
[30-2003, added 2015, ch. 217, sec. 1, p. 675; am. 2016, ch. 47, sec. 6, p. 106.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2004 - ELECTION OF BENEFIT CORPORATION STATUS.

30-2004. ELECTION OF BENEFIT CORPORATION STATUS. (1) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.
(2) (a) Except as provided in paragraph (b) of this subsection, if a domestic entity that is not a benefit corporation is a party to a merger or conversion or the exchanging entity in an interest exchange and the surviving or converted entity in the merger, conversion or interest exchange is to be a benefit corporation, the plan of merger, conversion or interest exchange must be approved by the domestic entity by at least the minimum status vote.
(b) Paragraph (a) of this subsection does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to section 30-29-1105, Idaho Code.
History:
[30-2004, added 2015, ch. 217, sec. 1, p. 675; am. 2016, ch. 47, sec. 7, p. 106.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2005 - TERMINATION OF STATUS.

30-2005. TERMINATION OF STATUS. (1) A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision adopting benefit corporation status. In order to be effective, the amendment must be adopted by at least the minimum status vote.
(2) (a) Except as provided in paragraph (b) of this subsection, if a plan of merger, conversion or share exchange would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote in order to be effective.
(b) Paragraph (a) of this subsection does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to section 30-29-1105, Idaho Code.
(3) Any sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
History:
[30-2005, added 2015, ch. 217, sec. 1, p. 675; am. 2016, ch. 47, sec. 8, p. 106.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2006 - CORPORATE PURPOSES.

30-2006. CORPORATE PURPOSES. (1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 30-29-301, Idaho Code.
(2) The articles of incorporation of a benefit corporation may identify one (1) or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section 30-29-301, Idaho Code, and subsection (1) of this section. The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection (1) of this subsection.
(3) The creation of general public benefit and specific public benefits under subsections (1) and (2) of this section is in the best interests of the benefit corporation.
(4) A benefit corporation may amend its articles of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote.
(5) A professional corporation that is a benefit corporation does not violate section 30-29-1303(b), Idaho Code, by having the purpose to create general public benefit or a specific public benefit.
History:
[30-2006, added 2015, ch. 217, sec. 1, p. 676; am. 2016, ch. 47, sec. 9, p. 107; am. 2019, ch. 90, sec. 172, p. 334.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2007 - STANDARD OF CONDUCT FOR DIRECTORS.

30-2007. STANDARD OF CONDUCT FOR DIRECTORS. (1) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation shall consider the effects of any action or inaction on:
(a) The shareholders of the benefit corporation;
(b) The employees of the benefit corporation;
(c) The subsidiaries and suppliers of the benefit corporation;
(d) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
(e) Community and social factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
(f) The local and global environment;
(g) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
(h) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.
(2) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation may also consider any other pertinent factors or the interests of any group that they deem appropriate.
(3) The board of directors, committees of the board and individual directors of a benefit corporation need not give priority to a particular interest or factor referred to in subsection (1) or (2) of this section over any other interest or factor unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests or factors related to its accomplishment of its general public benefit or of a specific public benefit purpose identified in its articles of incorporation.
(4) The consideration of interests and factors in the manner required by this section does not constitute a violation of section 30-29-830, Idaho Code.
(5) Except as provided in the articles of incorporation, a director is not personally liable for monetary damages for:
(a) Any action or inaction in the course of performing the duties of a director under subsection (1) of this section if the director performed the duties of office in compliance with section 30-29-830, Idaho Code, and this section; or
(b) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
(6) A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
History:
[30-2007, added 2015, ch. 217, sec. 1, p. 676; am. 2016, ch. 47, sec. 10, p. 107.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2008 - BENEFIT DIRECTOR.

30-2008. BENEFIT DIRECTOR. (1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director who shall be designated the benefit director, and shall have, in addition to the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this chapter.
(2) The benefit director shall be elected and may be removed in the manner provided in sections 30-29-803 through 30-29-809, Idaho Code. Except as provided in subsection (6) of this section, the benefit director shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.
(3) The benefit director shall prepare and the benefit corporation shall include in the annual benefit report to shareholders required by section 30-2012, Idaho Code, the opinion of the benefit director on the following:
(a) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report;
(b) Whether the directors and officers complied with sections 30-2007 and 30-2009, Idaho Code, respectively; and
(c) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in paragraphs (a) and (b) of this subsection, a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.
(4) The act or inaction of an individual in the capacity of a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.
(5) Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by section 30-29-202, Idaho Code, a benefit director shall not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct or a knowing violation of law.
(6) The benefit director of a professional corporation organized under chapter 13, title 30, Idaho Code, does not need to be independent.
History:
[30-2008, added 2015, ch. 217, sec. 1, p. 677; am. 2016, ch. 47, sec. 11, p. 108.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2009 - STANDARD OF CONDUCT FOR OFFICERS.

30-2009. STANDARD OF CONDUCT FOR OFFICERS. (1) Each officer of a benefit corporation shall consider the interests and factors as provided in section 30-2007, Idaho Code, if the officer has discretion to act with respect to a matter, and it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation.
(2) The consideration of interests and factors as provided in subsection (1) of this section shall not constitute a violation of sections 30-29-841 and 30-29-842, Idaho Code.
(3) Except as provided in the articles of incorporation or bylaws, an officer is not personally liable for monetary damages for:
(a) An action or inaction as an officer in the course of performing the duties of an officer under subsection (1) of this section if the officer performed the duties of the position in compliance with sections 30-29-841 and 30-29-842, Idaho Code, and this section; or
(b) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
(4) An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
History:
[30-2009, added 2015, ch. 217, sec. 1, p. 678; am. 2016, ch. 47, sec. 12, p. 109.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2010 - BENEFIT OFFICER.

30-2010. BENEFIT OFFICER. A benefit corporation may have an officer designated the benefit officer. The benefit officer shall have:
(1) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided by the bylaws or, absent controlling provisions by the bylaws, by resolutions or orders of the board of directors; and
(2) The duty to prepare the benefit report required in section 30-2012, Idaho Code.
History:
[30-2010, added 2015, ch. 217, sec. 1, p. 678.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2011 - RIGHT OF ACTION.

30-2011. RIGHT OF ACTION. (1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to the corporation’s failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation, or the corporation’s violation of an obligation, duty or standard of conduct under this chapter.
(2) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(3) A benefit enforcement proceeding may be commenced or maintained directly by the benefit corporation, or derivatively by:
(a) A person or group of persons that owned beneficially or of record at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(b) A director;
(c) A person or group of persons that owned beneficially or of record five percent (5%) or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(d) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
(4) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
History:
[30-2011, added 2015, ch. 217, sec. 1, p. 678.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2012 - PREPARATION OF ANNUAL BENEFIT REPORT.

30-2012. PREPARATION OF ANNUAL BENEFIT REPORT. (1) A benefit corporation shall prepare an annual benefit report including the following:
(a) A narrative description of:
(i) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;
(ii) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation describe as the purpose of the benefit corporation to create, and the extent to which the specific public benefit was created;
(iii) Any circumstances that hindered the creation by the benefit corporation of either general public benefit or specific public benefit; and
(iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report.
(b) An assessment of the overall social and environmental performance of the benefit corporation under a third-party standard applied consistently with any application of that standard in prior benefit reports, or accompanied by an explanation of the reasons for any inconsistent application, or the change to that standard from the one used in the immediate prior report.
(c) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed.
(d) The compensation paid by the benefit corporation during the year to each director in the capacity of a director.
(e) The opinion of the benefit director described in section 30-2008(3), Idaho Code.
(f) A statement of any connection between the organization that established the third-party standard, or its directors, officers or any holder of five percent (5%) or more of the governance interests in the organization, and the benefit corporation or its directors, officers or any holder of five percent (5%) or more of the outstanding shares of the benefit corporation, including any financial or governance relationship that might materially affect the credibility of the use of the third-party standard.
(g) If the benefit corporation has dispensed with or restricted the discretion or powers of the board of directors, a description of the persons who exercise the powers, duties, and rights and who have the immunities of the board of directors, and the benefit director.
(2) If, during the year covered by a benefit report, a benefit director resigned from or refused to stand for reelection to the position of benefit director, or was removed from the position of benefit director, and the benefit director furnished the benefit corporation with any written correspondence concerning the circumstances surrounding the resignation, refusal or removal, the benefit report shall include that correspondence as an exhibit.
(3) Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required in subsection (1) of this section needs to be audited or certified by a third party.
History:
[30-2012, added 2015, ch. 217, sec. 1, p. 679.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 20 - IDAHO BENEFIT CORPORATION ACT › Section 30-2013 - AVAILABILITY OF ANNUAL BENEFIT REPORT.

30-2013. AVAILABILITY OF ANNUAL BENEFIT REPORT. (1) A benefit corporation shall send its annual benefit report to each shareholder either one hundred twenty (120) days following the end of the fiscal year of the benefit corporation, or at the same time that the benefit corporation delivers any other annual report to its shareholders, whichever is earlier.
(2) A benefit corporation shall post all of its benefit reports on the public portion of its website, if any; but the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.
(3) If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person who requests a copy, provided however, that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.
History:
[30-2013, added 2015, ch. 217, sec. 1, p. 679; am. 2016, ch. 157, sec. 1, p. 428.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 1 - PRELIMINARY PROVISIONS › Section 30-21-101 - SHORT TITLES.

30-21-101. SHORT TITLES. (a) This act may be cited as the "Idaho Uniform Business Organizations Code."
(b) This chapter may be cited as the "Idaho Uniform Business Organizations Code — Preliminary Provisions."
(c) Part 4 of this chapter may be cited as the "Idaho Registered Agent of Entity Act."
(d) Part 8 of this chapter may be cited as the "Idaho Assumed Business Names Act."
History:
[30-21-101, added 2015, ch. 243, sec. 7, p. 758.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 1 - PRELIMINARY PROVISIONS › Section 30-21-103 - APPLICABILITY OF PART.

30-21-103. APPLICABILITY OF PART. This part applies to an entity formed under or subject to this act.
History:
[30-21-103, added 2015, ch. 243, sec. 7, p. 763.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 1 - PRELIMINARY PROVISIONS › Section 30-21-104 - DELIVERY OF RECORD.

30-21-104. DELIVERY OF RECORD. (a) Except as otherwise provided in this act, permissible means of delivery of a record includes delivery by hand, mail, conventional commercial practice, and electronic transmission.
(b) Delivery to the secretary of state is effective only when a record is received by the secretary of state.
History:
[30-21-104, added 2015, ch. 243, sec. 7, p. 763.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 1 - PRELIMINARY PROVISIONS › Section 30-21-105 - RULES AND PROCEDURES.

30-21-105. RULES AND PROCEDURES. The secretary of state may:
(1) Adopt rules to administer this act in accordance with the administrative procedure act; and
(2) Prescribe procedures that are reasonably necessary to perform the duties required of the secretary of state under this act and are not required by the administrative procedure act to be adopted as rules.
History:
[30-21-105, added 2015, ch. 243, sec. 7, p. 763.]