Idaho · State law

Idaho Nonprofit Corporation Act

Title 30, chapter 30 of the Idaho Code — the corporate rulebook most Idaho homeowners’ and condominium associations run on. Meetings and the ten percent quorum, proxies, election and removal of directors, the two tiers of records inspection, derivative suits, amendment and dissolution. Full text of all 107 sections, with a plain-language guide.

Idaho Code Nonprofit Corporation Act §§ 30-30-101 – 30-30-1204 107 Sections 12 Parts Through 2026 session
What this means for homeowners

Most Idaho homeowners’ and condominium associations are incorporated, and when they are, this is the chapter that supplies their corporate machinery. Title 30, chapter 30 “shall be known and may be cited as the ‘Idaho Nonprofit Corporation Act’” (§ 30-30-101). It runs to 107 sections across twelve Parts and covers everything the association statutes leave out: how members vote, what a quorum is, how directors are elected and removed, what records you can demand, and how the corporation is dissolved.

It is not, on its own, an HOA statute. It applies to the corporation, not to the community — and it does not require a corporation to have members at all, “except a cooperative corporation”, which must (§ 30-30-403). Where your community’s rights come from the Homeowner’s Association Act or the Condominium Property Act, read those first and come here for the corporate procedure.

The quorum is ten percent

This is the number to know. Unless the Act, the articles or the bylaws provide for a higher or lower figure, ten percent 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 remote communication the board has authorised — to constitute a quorum (§ 30-30-511(1)). Most owners assume a majority. The default is not a majority.

Two related rules sit in the same section and cut in opposite directions. A bylaw amendment that decreases the quorum may be approved by the members or, unless the bylaws prohibit it, by the board alone. A bylaw amendment that increases the quorum must be approved by the members. And unless one-third or more of the voting power is present, the only matters that may be voted on at an annual or regular meeting are those described in the meeting notice.

Notice, ballots and proxies

The duty is bylaw-consistent notice given fairly and reasonably; the ten-to-sixty window is a safe harbour, not the rule. A corporation “shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner” (§ 30-30-505(1)). Notice that conforms to subsection (3) is fair and reasonable — place, date and time no fewer than ten days — or thirty days if mailed by other than first class or registered mail — and no more than sixty days before the meeting — but the statute adds that “other means of giving notice may also be fair and reasonable when all the circumstances are considered” (§ 30-30-505(2)). Notice outside the window is not automatically unlawful. One part of subsection (3) is not optional: the content requirement in (3)(b) — notice of an annual or regular meeting must describe any matter requiring member approval under a list of named sections, covering conflict-of-interest transactions, indemnification, amendment of the articles or bylaws, sale of assets outside the regular course, and dissolution — “must be given as provided in subsection (3)”. Notice of a special meeting must describe the matters for which it is called.

A member can force his own item onto the notice. When giving notice of any annual, regular or special meeting, the corporation shall give notice of a matter a member intends to raise if the member requests it in writing, is a person entitled to call a special meeting, and the request reaches the secretary or president at least ten days before the corporation gives notice (§ 30-30-505(5)). Miss that ten-day mark and the board is under no duty to include it.

Check the articles and bylaws before relying on a proxy at all — they may prohibit or limit proxy voting outright, and may prescribe reasonable conditions on how it is exercised (§ 30-30-513(1), (7)). Where proxy voting is available, an appointment lasts eleven months by default, unless the appointment form says otherwise, and no proxy is valid for more than three years from the date it was executed (§ 30-30-513(2)). It is revocable by the member, and it is revoked automatically by attending a meeting and voting in person.

Written consent is not the easy alternative it looks like. Unless the articles or bylaws limit or prohibit it, action that the Act requires or permits the members to approve may be approved without a meeting — but only “if the action is approved by members holding at least eighty percent (80%) of the voting power” (§ 30-30-504(1)). In a community where ten percent is a quorum, an eighty percent consent threshold is the difference between a usable route and a theoretical one. Members may also vote by mailed written or absentee ballot (§ 30-30-508).

Cumulative voting for directors is available where the articles or bylaws specifically provide for it (§ 30-30-514(1)) — bylaws alone are enough, so do not stop at the articles. Even then it is not authorised at a particular meeting unless the meeting notice says cumulative voting will take place, or a member gives notice of an intent to cumulate during the meeting and before the vote (§ 30-30-514(2)). That matters beyond the election itself, because cumulative voting is what powers the director-removal protection below.

Directors: what they owe, and how they go

A director must discharge his duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation (§ 30-30-618(1)). He may rely on information and reports from officers and employees he reasonably believes reliable and competent, from legal counsel and accountants within their expertise, and from a board committee he is not on if he reasonably believes it merits confidence (§ 30-30-618(2)). That reliance is defeated by what he already knows: a director “is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted” (§ 30-30-618(3)). The payoff runs the other way too — a director who did comply with the section “is not liable to the corporation, any member, or any other person for any action taken or not taken as a director” (§ 30-30-618(4)). That is the shield an owner has to get past before suing a board member personally.

Members may remove a director they elected without cause — but only on the conditions in § 30-30-608. A member-elected director may be removed by the members only at a meeting called for that purpose, and the meeting notice must state that removal is one of the purposes (§ 30-30-608(5)). The number of votes cast to remove must be sufficient to have elected the director (§ 30-30-608(3)). Where cumulative voting is authorised, a director cannot be removed if the number of votes that would have elected him under cumulative voting is cast against removal; the same protection applies to a director elected by a class, chapter, unit or geographic grouping, who may be removed only by that grouping. And the members may use the same route to remove the entire board at once (§ 30-30-608(7)).

Two routes bypass all of that. A director elected by the board — including one appointed to fill a vacancy — may be removed without cause by two-thirds of the directors then in office, with no member meeting at all; the exception is a board appointee filling the seat of a member-elected director, who may be removed by the members but not by the board (§ 30-30-608(8)). And where the articles or bylaws provided, at the start of the director’s term, that he may be removed for missing a specified number of board meetings, the board may remove him for non-attendance on a majority vote of the directors then in office — the votes-sufficient-to-elect test does not apply to that route (§ 30-30-608(9)).

The chapter also carries the ordinary corporate protections and constraints: conflict-of-interest transactions (§ 30-30-619), restrictions on loans to directors and officers (§ 30-30-620), and indemnification of officers, directors, employees and agents (§ 30-30-626).

Records — two tiers, and the board decides one of them

A corporation must keep permanent minutes of all member and board meetings and records of actions taken without a meeting, maintain appropriate accounting records, and keep a record of members that allows a list to be produced by class showing each member’s votes (§ 30-30-1101). At the principal office it must keep the articles and bylaws with amendments in effect, board resolutions about members’ rights and obligations, member meeting minutes and approved actions for the past three years, all written communications to members generally within the past seven years, including the financial statements furnished for those seven years, and two more that owners tend to want first: a list of the names and business or home addresses of the current directors and officers, and the most recent annual report delivered to the secretary of state (§ 30-30-1101(5)(f), (g)).

Inspection comes in two tiers, and the second is harder. The principal-office records in § 30-30-1101(5) may be inspected and copied on fifteen business days’ written notice — though the inspection itself happens “at a reasonable time and location specified by the corporation”, not wherever the member chooses (§ 30-30-1102(1)). Excerpts from the permanent records, the accounting records and the membership list require the same notice and four further things: a demand made in good faith and for a proper purpose reasonably related to the member’s interest as a member, a description with reasonable particularity of the purpose and the records wanted, records directly connected with that purpose — and, expressly, “The board of directors shall determine whether a member’s request is for a proper purpose” (§ 30-30-1102(3)(d)). The body you may be in dispute with is the body that rules on your purpose in the first instance.

And there is a third thing the board may do, which reaches both tiers. Section 30-30-1102(4)(b) provides that the section does not affect the board’s power to “restrict or deny inspection of personnel and employment records and confidential attorney-client communications if it determines that such restriction or denial of access to said records or information is in the best interests of the corporation”. Two whole categories — what the manager is paid and what the association’s lawyer wrote — can be withheld on the board’s own judgment. Chapter 32 builds on it: § 55-3204(2)(b) lets a board go into executive session “[t]o consider records that are not subject to disclosure under part 11”.

A member’s agent or attorney has the same rights as the member, copying may be by photographic, xerographic or other means where reasonable, and any charge may not exceed the estimated cost of production (§ 30-30-1103). Separately, on written demand a member is entitled to the corporation’s latest annual financial statements — a balance sheet as of the end of the fiscal year and a statement of operations for that year, prepared on a GAAP basis if the corporation’s statements are, and accompanied either by the accountant’s report or by a statement from the president describing the basis of preparation (§ 30-30-1105). Use of the membership list is restricted (§ 30-30-1104).

Assessments, and suing on the corporation’s behalf

On dues the chapter is famously brief: “A member may become liable to the corporation for dues, assessments or fees” (§ 30-30-407). That is the entire section. What you owe, and on what terms, comes from the governing documents and from the association statute — not from here.

A derivative suit is available to a small minority. A proceeding may be brought in the corporation’s right by members holding five percent or more of the voting power, or by fifty members, whichever is less — or by any director (§ 30-30-411). The complaint must be verified and must plead with particularity what demand was made on the directors and, if none, why. The court may make the complainants pay the defendant’s reasonable expenses if the proceeding was commenced frivolously or in bad faith — and may award the complainants their expenses where the suit succeeded in whole or in part.

Changing the documents, and winding up

Part 7 governs amendment. Unless the articles provide otherwise, the board may amend the articles without member approval on a short and frankly ministerial list — extending a duration that an old law required to be limited, deleting the initial directors’ names and addresses, updating registered-agent information, and swapping or abbreviating the corporate designator or a geographical attribution in the name (§ 30-30-702(1)). Nothing on that list touches anything of substance to a member. Anything that does needs directors and members (§ 30-30-703), with class voting where a class is affected.

Bylaws are where a board most often overreaches, and the section boards cite usually does not apply to them. Section 30-30-708 is not a general board power to amend the bylaws: it opens “If a corporation has no members”, and it reaches only such a corporation’s incorporators and board. A homeowners’ or condominium association has members by definition, so it is outside that section. Bylaw amendment in a member corporation runs on § 30-30-709 — board and members — unless the articles or bylaws say otherwise.

Part 10 covers dissolution — by incorporators or directors (§ 30-30-1001), by directors and members (§ 30-30-1002), the articles of dissolution, the effect of dissolution, and the handling of known and unknown claims against a dissolved corporation (§ 30-30-1005, § 30-30-1006). Part 12 carries the transition provisions that decide how the chapter applies to corporations that already existed when it took effect.

How this chapter meets the association statutes

The Homeowner’s Association Act borrows from this chapter rather than replacing it, and it says which parts. Notice of association meetings runs on §§ 30-30-501 and 30-30-505 (§ 55-3204(3)(b)); removing a board member and calling the special meeting to do it run on §§ 30-30-502 and 30-30-608 (§ 55-3204(6)); proxies run on part 5 of this chapter, subject to two limits chapter 32 adds itself — no owner holding proxies for more than fifty percent of the votes, and no two board members from the same household (§ 55-3204B(2)). Those two limits have a scope qualifier that is easy to miss: subsection (3) provides that subsection (2) “shall not apply to a homeowner’s association with fewer than twenty (20) residences or during the declarant control period”. In a small Idaho subdivision the fifty-percent proxy cap and the household rule do not bind the board at all, and part 5 governs unqualified.

On records the two stack rather than compete — and part 11 is not limited to incorporated associations. Section 55-3205(5) provides that “Except as otherwise provided in this section, each homeowner’s association shall be subject to the records and reports requirements of the Idaho nonprofit corporation act under part 11” — each, not each incorporated one. So an Idaho HOA owes both: the HOA Act’s five business days for a statement of account and ten business days for a financial disclosure, and this chapter’s fifteen business days for the corporate records — with the proper-purpose test attaching only to the second tier here.

Neither chapter states a general conflict-priority rule — but this chapter is not silent about other statutes. There is no clause here making chapter 30 yield to the association statutes on conflict, and chapter 32 claims no priority over this one; nothing in Idaho does the work that § 30-27-103(a) does for unincorporated associations. What this chapter does carry is a general non-displacement clause — “Except as specifically provided in this chapter, this chapter shall not affect the provisions of other statutes applicable to any form of nonprofit corporation” (§ 30-30-1204(3)) — and one express prevail clause, for canal and Carey act companies, where title 42 wins on conflict (§ 30-30-1203). This page describes the specific borrowing above and does not invent an order of priority beyond it.

An unincorporated association is not outside this chapter. It is easy to assume that a community that never incorporated can ignore title 30 chapter 30, and that is wrong on chapter 32’s own text. Sections 55-3204(3) and (6) open “All homeowner’s associations, whether incorporated or unincorporated” and then send meeting notice to §§ 30-30-501 and 30-30-505 and director removal to §§ 30-30-502 and 30-30-608; § 55-3205(5) sends records to part 11 for each association. Parts 5, 6 and 11 of this chapter are therefore imported into an unincorporated Idaho HOA. What does not apply to it is the rest — incorporation, articles, dissolution, and the corporate existence rules — and § 55-3204(7) separately sets out what its bylaws must contain. Idaho also has a chapter dedicated to unincorporated nonprofit associations, title 30 chapter 27. And a condominium management body need not be a corporation at all: § 55-1503(f) lets the owners manage the project themselves.

The Idaho hub collects the rest — fair housing, debt collection, the state agencies, and where to look up an association’s corporate status.

Contents · 107 sections ▾
Full text

Part 1 General Provisions

§ 30-30-101 Short Title

This act shall be known and may be cited as the "Idaho Nonprofit Corporation Act" and shall apply to any type of lawful nonprofit corporation formed under the provisions of this act or other laws of this state.

Source.—[30-30-101, added 2015, ch. 243, sec. 74, p. 968.]

§ 30-30-102 Filing Requirements

(1) Except as otherwise permitted by subsection (2) of this section, a record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows:

(a) By the presiding officer of its board of directors of a domestic or foreign nonprofit corporation, by its president, or by another of its officers;

(b) If the corporation has not been formed, by an incorporator; or

(c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(2) The annual report delivered to the secretary of state for filing under section 30-21-213 , Idaho Code, shall be executed by one (1) of the persons identified in subsection (1) of this section or by another person who is authorized by the board of directors to execute the report.

Source.—[30-30-102, added 2015, ch. 243, sec. 74, p. 968; am. 2018, ch. 28, sec. 1, p. 52.]

§ 30-30-103 Definitions

Unless the context otherwise requires in this chapter:

(1) "Approved by or approval by the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, which affirmative votes also constitute a majority of the required quorum, or by a written ballot or written consent in conformity with this act or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this act for any specified member action.

(2) "Articles of incorporation" or "articles" includes amended and restated articles of incorporation and articles of merger.

(3) "Board" or "board of directors" means the board of directors by whatever name it is designated, except that no person or group of persons are the board of directors merely because of powers delegated to that person or group pursuant to section 30-30-601 , Idaho Code.

(4) "Bylaws" means the code or codes of rules, other than the articles, adopted pursuant to this act for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

(5) "Class" refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly.

(6) "Cooperative corporation" or "cooperative" means any nonprofit corporation, operating on a cooperative basis, owned, operated, organized and maintained by its members, for the purpose of providing goods or services to its members.

(7) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

(8) "Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board.

(9) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers.

(10) "Employee" does not include an officer or director who is not otherwise employed by the corporation.

(11) "Foreign nonprofit corporation" means a corporation organized under a law other than the laws of this state that would be a nonprofit corporation if formed under the laws of this state.

(12) "Governmental subdivision" includes authority, county, district and municipality.

(13) "Member" shall also mean stockholder or shareholder, wherever and whenever those terms are used in this act, and shall apply to all nonprofit corporations formed under this act or other laws of this state that have stockholders or shareholders and issue shares of stock instead of memberships.

(14) "Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this act.

(15) "Notice" is defined in section 30-30-104 , Idaho Code.

(16) "Record date" means the date on which a corporation determines the identity of its members for the purposes of this act.

(17) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under section 30-30-621 (2), Idaho Code, for custody of the minutes of the director and member meetings and for authenticating the records of the corporation.

(18) "United States" includes district, authority, bureau, commission, department and any other agency of the United States.

(19) "Vote" includes authorization by written ballot, absentee ballot and written consent.

(20) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

Source.—[30-30-103, added 2015, ch. 243, sec. 74, p. 968.]

§ 30-30-104 Notice

(1) Notice may be oral or written. Notice by electronic transmission is written notice.

(2) Notice may be communicated: in person; by telephone or voice mail; by telegraph, teletype or other electronic means; or by mail or private carrier; if these forms of personal notice are impracticable, notice may be communicated by publication for ten (10) days pursuant to section 60-109 , Idaho Code.

(3) Oral notice is effective when communicated, if communicated in a comprehensible manner.

(4) Written notice, if in a comprehensible form, is effective at the earliest of the following:

(a) When received;

(b) Five (5) days after its deposit in the United States mail, as evidenced by sworn affidavit or postmark, if mailed correctly addressed and with first class postage affixed;

(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;

(d) When electronically transmitted to a member in a manner authorized by the members.

(5) Written notice is correctly addressed to a member of a domestic or foreign nonprofit corporation if addressed to the member's address shown in the corporation's current list of members.

(6) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.

(7) Written notice is correctly addressed to a domestic or foreign nonprofit corporation authorized to transact business in this state, other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, in the case of a foreign nonprofit corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(8) If section 30-30-505 (2), Idaho Code, or any other provision of this act prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this act, those requirements govern.

Source.—[30-30-104, added 2015, ch. 243, sec. 74, p. 969.]

§ 30-30-105 Private Foundation

(1) Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986, as amended:

(a) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the code.

(b) Shall not engage in any act of self-dealing as defined in section 4941(d) of the code.

(c) Shall not retain any excess business holdings as defined in section 4943(c) of the code.

(d) Shall not make any taxable expenditures as defined in section 4944 of the code.

(e) Shall not make any taxable expenditures as defined in section 4945(d) of the code.

(f) Shall be authorized to terminate its status as a private foundation in a manner described in section 507(b)(1) of the Internal Revenue Code.

(2) All references in this section to sections of the code shall be to such sections of the Internal Revenue Code of 1986, as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.

(3) A private foundation described in subsection (1) of this section, or a charitable trust governed by the provisions of chapter 12, title 68 , Idaho Code, shall not be required to report any information that may otherwise be required by law unless such report is required by the provisions of this chapter.

(4) This section shall not be interpreted to limit or restrict the functions, powers, and duties granted to the attorney general to investigate violations of state law or enforce provisions of state law.

Source.—[30-30-105, added 2015, ch. 243, sec. 74, p. 970; am. 2022, ch. 324, sec. 1, p. 1045.]

§ 30-30-106 Judicial Relief

(1) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or this act, then upon petition of a director, officer, delegate or member, the district court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.

(2) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this act, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.

(3) The order issued pursuant to this section may dispense with any requirements relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws or this act.

(4) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets.

(5) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws and this act.

(6) Any member of a cooperative association that provides electric service may apply to the district court of the county where the member's service entrance is located for a determination that the cooperative association's charges for electric service to that member are fair, just and reasonable and are not discriminatory or preferential. In the event that the court determines that the rate is not fair, just and reasonable or is discriminatory or preferential, the court shall remand the matter to the cooperative association to alter or amend the rate in conformance with the standards set forth herein.

Source.—[30-30-106, added 2015, ch. 243, sec. 74, p. 970.]

§ 30-30-107 Religious Corporations -- Constitutional Protections

If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this act on the same subject, the religious doctrine shall control to the extent required by the constitution of the United States or the constitution of this state or both.

Source.—[30-30-107, added 2015, ch. 243, sec. 74, p. 971.]

Part 2 Incorporation

§ 30-30-201 Incorporators

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

Source.—[30-30-201, added 2015, ch. 243, sec. 75, p. 971.]

§ 30-30-202 Articles of Incorporation

(1) The articles of incorporation must set forth:

(a) A corporate name for the corporation that satisfies the requirements of sections 30-21-301 and 30-21-302 (a), Idaho Code;

(b) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

(c) The names and addresses of the individuals who are to serve as the initial directors;

(d) The information required by section 30-21-404 (a), Idaho Code;

(e) The name and address of each incorporator;

(f) Whether or not the corporation will have members; and

(g) Provisions not inconsistent with law regarding the distribution of assets on dissolution.

(2) The articles of incorporation may set forth:

(a) Provisions not inconsistent with law regarding:

(i) Managing and regulating the affairs of the corporation;

(ii) Defining, limiting and regulating the powers of the corporation, its board of directors, and members or any class of members; and

(iii) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members.

(b) Any provision that under this act is required or permitted to be set forth in the bylaws.

(3) The articles of incorporation need not set forth any of the corporation powers enumerated in this act.

(4) The articles of incorporation may authorize assessments to be levied upon all members or classes of membership alike, or upon the outstanding shares of stock of the corporation that issues shares of stock instead of memberships pursuant to its articles of incorporation, or in different amounts or proportions or upon a different basis upon different members or classes of membership, and may exempt some members or classes of membership from assessments. The articles of incorporation may fix the amount and method of collection of assessments, or may authorize the board of directors to fix the amount thereof, from time to time, and may make them payable at such times or intervals, and upon such notice and by such methods as the directors may prescribe. Assessments may be made enforceable by civil action or by the forfeiture of membership, or both, or by the sale of shares of the capital stock of a stockholder in a corporation that issues shares of stock instead of memberships, when authorized by the articles of incorporation of said corporation, upon notice given in writing twenty (20) days before commencement of such action or such forfeiture. If the articles of incorporation so provide, assessments may be secured by a lien upon real property to which membership rights are appurtenant, if appropriate, or upon the shares of stock of a stockholder or shareholder corporation, when authorized by its articles of incorporation.

Source.—[30-30-202, added 2015, ch. 243, sec. 75, p. 971; am. 2018, ch. 28, sec. 2, p. 52.]

§ 30-30-203 Incorporation

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

Source.—[30-30-203, added 2015, ch. 243, sec. 75, p. 972.]

§ 30-30-204 Liability

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.

Source.—[30-30-204, added 2015, ch. 243, sec. 75, p. 972.]

§ 30-30-205 Organization of Corporation

(1) After incorporation:

(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting;

(b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(i) To elect directors and complete the organization of the incorporation; or

(ii) To elect a board of directors who shall complete the organization of the corporation.

(2) Action required or permitted by this act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator.

(3) An organizational meeting may be held in or out of this state in accordance with section 30-30-612 , Idaho Code.

Source.—[30-30-205, added 2015, ch. 243, sec. 75, p. 973; am. 2021, ch. 321, sec. 11, p. 951.]

§ 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.

Source.—[30-30-206, added 2015, ch. 243, sec. 75, p. 973.]

§ 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.

Source.—[30-30-207, added 2015, ch. 243, sec. 75, p. 973.]

Part 3 Purposes And Powers

§ 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.

Source.—[30-30-301, added 2015, ch. 243, sec. 76, p. 974.]

§ 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.

Source.—[30-30-302, added 2015, ch. 243, sec. 76, p. 974.]

§ 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.

Source.—[30-30-303, added 2015, ch. 243, sec. 76, p. 975.]

§ 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.

Source.—[30-30-304, added 2015, ch. 243, sec. 76, p. 975.]

Part 4 Membership

§ 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.

Source.—[30-30-401, added 2015, ch. 243, sec. 77, p. 975.]

§ 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.

Source.—[30-30-402, added 2015, ch. 243, sec. 77, p. 975.]

§ 30-30-403 No Requirement of Members

A corporation, except a cooperative corporation, is not required to have members.

Source.—[30-30-403, added 2015, ch. 243, sec. 77, p. 976.]

§ 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.

Source.—[30-30-404, added 2015, ch. 243, sec. 77, p. 976.]

§ 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.

Source.—[30-30-405, added 2015, ch. 243, sec. 77, p. 976.]

§ 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.

Source.—[30-30-406, added 2015, ch. 243, sec. 77, p. 976.]

§ 30-30-407 Member's Liability for Dues, Assessments and Fees

A member may become liable to the corporation for dues, assessments or fees.

Source.—[30-30-407, added 2015, ch. 243, sec. 77, p. 976.]

§ 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.

Source.—[30-30-408, added 2015, ch. 243, sec. 77, p. 976.]

§ 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.

Source.—[30-30-409, added 2015, ch. 243, sec. 77, p. 976.]

§ 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.

Source.—[30-30-410, added 2015, ch. 243, sec. 77, p. 977.]

§ 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.

Source.—[30-30-411, added 2015, ch. 243, sec. 77, p. 977.]

§ 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.

Source.—[30-30-412, added 2015, ch. 243, sec. 77, p. 977.]

Part 5 Member 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.

Source.—[30-30-501, added 2015, ch. 243, sec. 78, p. 977.]

§ 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.

Source.—[30-30-502, added 2015, ch. 243, sec. 78, p. 978.]

§ 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.

Source.—[30-30-503, added 2015, ch. 243, sec. 78, p. 978.]

§ 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.

Source.—[30-30-504, added 2015, ch. 243, sec. 78, p. 979.]

§ 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.

Source.—[30-30-505, added 2015, ch. 243, sec. 78, p. 979.]

§ 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.

Source.—[30-30-506, added 2015, ch. 243, sec. 78, p. 980.]

§ 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.

Source.—[30-30-507, added 2015, ch. 243, sec. 78, p. 980.]

§ 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.

Source.—[30-30-508, added 2015, ch. 243, sec. 78, p. 981.]

§ 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.

Source.—[30-30-509, added 2015, ch. 243, sec. 78, p. 981.]

§ 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.

Source.—[30-30-510, added 2015, ch. 243, sec. 78, p. 982.]

§ 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.

Source.—[30-30-511, added 2015, ch. 243, sec. 78, p. 982; am. 2021, ch. 191, sec. 1, p. 520.]

§ 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.

Source.—[30-30-512, added 2015, ch. 243, sec. 78, p. 982.]

§ 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.

Source.—[30-30-513, added 2015, ch. 243, sec. 78, p. 982.]

§ 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.

Source.—[30-30-514, added 2015, ch. 243, sec. 78, p. 983.]

§ 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.

Source.—[30-30-515, added 2015, ch. 243, sec. 78, p. 983.]

§ 30-30-516 Corporation's Acceptance of Votes

(1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.

(2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:

(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment;

(c) Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders; and

(d) If:

(i) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

(ii) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

(3) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

(4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

(6) Contested elections shall be referred to the board of directors, which shall, after reviewing all ballots, proxies, reports of election inspectors or judges, and any other relevant documents or materials, certify the results of the election. In the case of a tie vote between candidates, the tie shall be determined by a toss of a coin. If allowed by the bylaws of the corporation, the board of directors shall have the power to call a new election if, after reviewing all relevant documents and information, the board of directors is unable to certify the results of the election.

Source.—[30-30-516, added 2015, ch. 243, sec. 78, p. 983.]

§ 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.

Source.—[30-30-517, added 2015, ch. 243, sec. 78, p. 984.]

Part 6 Directors And Officers

§ 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.

Source.—[30-30-601, added 2015, ch. 243, sec. 79, p. 984.]

§ 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.

Source.—[30-30-602, added 2015, ch. 243, sec. 79, p. 985.]

§ 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.

Source.—[30-30-603, added 2015, ch. 243, sec. 79, p. 985.]

§ 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.

Source.—[30-30-604, added 2015, ch. 243, sec. 79, p. 985.]

§ 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.

Source.—[30-30-605, added 2015, ch. 243, sec. 79, p. 985.]

§ 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.

Source.—[30-30-606, added 2015, ch. 243, sec. 79, p. 985.]

§ 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.

Source.—[30-30-607, added 2015, ch. 243, sec. 79, p. 986.]

§ 30-30-608 Removal of Directors Elected by Members or Directors

(1) The members may remove one (1) or more directors elected by them without cause.

(2) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.

(3) Except as provided in subsection (9) of this section, a director may be removed under subsection (1) or (2) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

(4) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal, or if the director was elected by a class, chapter, unit or grouping of members, a director may not be removed if the number of votes sufficient to elect the director by that class, chapter, unit or grouping is voted against the director's removal.

(5) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.

(6) In computing whether a director is protected from removal under subsections (2) through (4) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.

(7) An entire board of directors may be removed under subsections (1) through (5) of this section.

(8) A director elected by the board may be removed without cause by the vote of two-thirds (2/3) of the directors then in office or such greater number as is set forth in the articles or bylaws; provided however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.

(9) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

(10) The articles or bylaws of a religious corporation may:

(a) Limit the application of this section; and

(b) Set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board.

Source.—[30-30-608, added 2015, ch. 243, sec. 79, p. 986.]

§ 30-30-609 Removal of Designated or Appointed Directors

(1) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.

(2) Appointed directors:

(a) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;

(b) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; and

(c) A removal is effective when the notice is effective unless the notice specifies a future effective date.

Source.—[30-30-609, added 2015, ch. 243, sec. 79, p. 986.]

§ 30-30-610 Vacancy on Board

(1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;

(b) The board of directors may fill the vacancy; or

(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(3) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.

(4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 30-30-607 (2), Idaho Code, or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Source.—[30-30-610, added 2015, ch. 243, sec. 79, p. 987.]

§ 30-30-611 Compensation of Directors

Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation, fees, insurance or benefits, if any, of directors.

Source.—[30-30-611, added 2015, ch. 243, sec. 79, p. 987.]

§ 30-30-612 Regular and Special Meetings

(1) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.

(2) A board of directors may hold regular or special meetings in or out of this state.

(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Source.—[30-30-612, added 2015, ch. 243, sec. 79, p. 987.]

§ 30-30-613 Action without Meeting

(1) Unless the articles or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.

(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Source.—[30-30-613, added 2015, ch. 243, sec. 79, p. 987.]

§ 30-30-614 Call and Notice of Meetings

(1) Unless the articles, bylaws or subsection (3) of this section provides otherwise, regular meetings of the board may be held without notice.

(2) Unless the articles, bylaws or subsection (3) of this section provides otherwise, special meetings of the board must be preceded by at least two (2) days' notice to each director of the date, time, and place, but not the purpose, of the meeting.

(3) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 30-30-615 , Idaho Code.

(4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board.

Source.—[30-30-614, added 2015, ch. 243, sec. 79, p. 988.]

§ 30-30-615 Waiver of Notice

(1) A director may, at any time before, during or after the meeting, waive any notice required by this act, the articles or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.

(2) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this act, the articles or bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.

Source.—[30-30-615, added 2015, ch. 243, sec. 79, p. 988.]

§ 30-30-616 Quorum and Voting

(1) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third (1/3) of the number of directors in office or two (2) directors.

(2) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this act, the articles or bylaws require the vote of a greater number of directors.

Source.—[30-30-616, added 2015, ch. 243, sec. 79, p. 988.]

§ 30-30-617 Committees of the Board

(1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the board.

(2) The creation of a committee and appointment of members to it must be approved by the greater of:

(a) A majority of all the directors in office when the action is taken; or

(b) The number of directors required by the articles or bylaws to take action under section 30-30-616 , Idaho Code.

(3) Sections 30-30-612 through 30-30-616 , Idaho Code, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.

(4) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 30-30-601 , Idaho Code.

(5) A committee of the board may not, however:

(a) Authorize distributions;

(b) Approve or recommend to members dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation's assets;

(c) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or

(d) Adopt, amend or repeal the articles or bylaws.

(6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 30-30-618 , Idaho Code.

Source.—[30-30-617, added 2015, ch. 243, sec. 79, p. 988.]

§ 30-30-618 General Standards for Directors

(1) A director shall discharge his duties as a director, including his duties as a member of a committee:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c) In a manner the director reasonably believes to be in the best interests of the corporation.

(2) In discharging his duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence;

(c) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or

(d) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.

(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

(4) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.

(5) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.

Source.—[30-30-618, added 2015, ch. 243, sec. 79, p. 989.]

§ 30-30-619 Director -- Conflict of Interest

(1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved as provided in subsection (2) of this section.

(2) A transaction in which a director of a corporation has a conflict of interest may be approved if:

(a) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board and the board or committee of the board authorized, approved or ratified the transaction; or

(b) The material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved or ratified the transaction.

(3) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(a) Another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or

(b) Another entity of which the director is a director, officer or trustee is a party to the transaction.

(4) For purposes of subsection (2) of this section, a conflict of interest transaction is authorized, approved or ratified, if it receives the affirmative vote of a majority of the directors on the board or on the committee, who have no direct or indirect interest in the transaction. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (2)(a) of this section if the transaction is otherwise approved as provided in subsection (2) of this section.

(5) For purposes of subsection (2)(b) of this section, a conflict of interest transaction is authorized, approved or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (3)(a) of this section, may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subsection (2)(b) of this section. The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this act. A majority of the voting power, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(6) The articles, bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions.

Source.—[30-30-619, added 2015, ch. 243, sec. 79, p. 989.]

§ 30-30-620 Loans to or Guarantees for Directors and Officers

(1) Except with regard to loan or guarantee programs available to all members, a corporation may not lend money to or guarantee the obligation of a director or officer of the corporation, provided that a cooperative corporation may lend money to or guarantee the obligation of a director or officer with regard to loan or guarantee programs available to all members.

(2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.

Source.—[30-30-620, added 2015, ch. 243, sec. 79, p. 990.]

§ 30-30-621 Required Officers

(1) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board. Except in the case of religious corporations, any two (2) or more offices may be held by the same person, except the offices of president and secretary. A religious corporation is not required to have officers.

(2) The bylaws or the board shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.

(3) The same individual may simultaneously hold more than one (1) office in a corporation.

Source.—[30-30-621, added 2015, ch. 243, sec. 79, p. 990.]

§ 30-30-622 Duties and Authority of Officers

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.

Source.—[30-30-622, added 2015, ch. 243, sec. 79, p. 990.]

§ 30-30-623 Standards of Conduct for Officers

(1) An officer with discretionary authority shall discharge his duties under that authority:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.

(2) In discharging his duties, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a) One (1) or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or

(c) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.

(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

(4) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.

Source.—[30-30-623, added 2015, ch. 243, sec. 79, p. 991.]

§ 30-30-624 Resignation and Removal of Officers

(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

(2) A board may remove any officer at any time with or without cause.

Source.—[30-30-624, added 2015, ch. 243, sec. 79, p. 991.]

§ 30-30-625 Officers' Authority to Execute Documents

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two (2) officers in category 1 of this section or by one (1) officer in category 1 of this section and one (1) officer in category 2 of this section. Category 1 - - The presiding officer of the board and the president. Category 2 - - A vice president, the secretary, treasurer and executive director.

Source.—[30-30-625, added 2015, ch. 243, sec. 79, p. 991.]

§ 30-30-626 Indemnification of Officers, Directors, Employees and Agents

(1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in that such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper.

(3) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection herewith.

(4) Any determination under subsection (1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsection (1) or (2) of this section. Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or

(b) If such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

(c) By the members.

(5) Expenses, including attorney's fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.

(6) The indemnification and advancement of expenses provided by, or granted pursuant to the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(7) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section; provided that credit unions chartered under the laws of the state of Idaho may provide indemnification only by insurance.

(8) For the purposes of this section, the term "corporation" includes, in addition to the resulting corporation, all constituent corporations and their predecessors absorbed in a consolidation or merger, which, if separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents.

(9) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, and personal representatives of such a person.

Source.—[30-30-626, added 2015, ch. 243, sec. 79, p. 991.]

Part 7 Amendment Of Articles Of Incorporation And Bylaws

§ 30-30-701 Authority to Amend Articles

A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.

Source.—[30-30-701, added 2015, ch. 243, sec. 80, p. 993.]

§ 30-30-702 Amendment of Articles by Directors

(1) Unless the articles provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles without member approval:

(a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(b) To delete the names and addresses of the initial directors;

(c) To change the information required by section 30-21-404 (a)(1), Idaho Code;

(d) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or

(e) To make any other change expressly permitted by this act to be made by director action.

(2) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's articles subject to any approval required pursuant to section 30-30-801 , Idaho Code. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 30-30-614 (3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

Source.—[30-30-702, added 2015, ch. 243, sec. 80, p. 993.]

§ 30-30-703 Amendment of Articles by Directors and Members

(1) Unless this act, the articles, bylaws, the members, acting pursuant to subsection (2) of this section, or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved:

(a) By the board, if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;

(b) Except as provided in section 30-30-702 (1), Idaho Code, by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in this section.

(2) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(3) If the board initiates an amendment to the articles or board approval is required in subsection (1) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.

(4) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 30-30-505 , Idaho Code. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(5) If the board or the members seek to have the amendment approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

Source.—[30-30-703, added 2015, ch. 243, sec. 80, p. 994.]

§ 30-30-704 Class Voting by Members on Amendments to Articles

(1) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:

(a) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;

(b) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;

(c) Increase or decrease the number of memberships authorized for that class;

(d) Increase the number of memberships authorized for another class;

(e) Effect an exchange, reclassification or termination of the memberships of that class; or

(f) Authorize a new class of memberships.

(2) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.

(3) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(4) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(5) A class of members of a corporation, except a religious corporation, is entitled to the voting rights granted in this section although the articles and bylaws provide that the class may not vote on the proposed amendment.

Source.—[30-30-704, added 2015, ch. 243, sec. 80, p. 994.]

§ 30-30-705 Articles of Amendment

A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth:

(1) The name of the corporation;

(2) The text of each amendment adopted;

(3) The date of each amendment's adoption;

(4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

(5) If approval by members was required:

(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and

(b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.

(6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-801 , Idaho Code, a statement that the approval was obtained.

Source.—[30-30-705, added 2015, ch. 243, sec. 80, p. 995.]

§ 30-30-706 Restated Articles of Incorporation

(1) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.

(2) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 30-30-703 , Idaho Code.

(3) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

(4) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with section 30-30-505 , Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(5) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(6) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 30-30-703 , Idaho Code.

(7) If the restatement includes an amendment requiring approval pursuant to section 30-30-801 , Idaho Code, the board must submit the restatement for such approval.

(8) A corporation restating its articles shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(a) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or

(b) If the restatement contains an amendment to the articles requiring approval by the members, the information required by section 30-30-705 , Idaho Code; and

(c) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 30-30-801 , Idaho Code, a statement that such approval was obtained.

(9) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(10) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect.

Source.—[30-30-706, added 2015, ch. 243, sec. 80, p. 995.]

§ 30-30-707 Effect of Amendment and Restatement of Articles

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.

Source.—[30-30-707, added 2015, ch. 243, sec. 80, p. 996.]

§ 30-30-708 Amendment of Bylaws by Directors

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws subject to any approval required pursuant to section 30-30-801 , Idaho Code. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with section 30-30-614 (3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

Source.—[30-30-708, added 2015, ch. 243, sec. 80, p. 996.]

§ 30-30-709 Amendment of Bylaws by Directors and Members

(1) Unless the articles or bylaws provide otherwise, an amendment to a corporation's bylaws to be adopted must be approved:

(a) By a simple majority of the board;

(b) By the members by a simple majority of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801 , Idaho Code.

(2) If the board initiates an amendment to the bylaws or board approval is required to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(3) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 30-30-505 , Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(4) If the board or the members seek to have the amendment approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

Source.—[30-30-709, added 2015, ch. 243, sec. 80, p. 996.]

§ 30-30-710 Class Voting by Members on Amendments to Bylaws

(1) If the members of a class in a corporation are entitled to vote as a class on amendments to the bylaws, they may vote as a class on a proposed amendment to the bylaws if the amendment would:

(a) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;

(b) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;

(c) Increase or decrease the number of memberships authorized for that class;

(d) Increase the number of memberships authorized for another class;

(e) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or

(f) Authorize a new class of memberships.

(2) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.

(3) If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and

(4) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(5) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.

Source.—[30-30-710, added 2015, ch. 243, sec. 80, p. 997.]

Part 8 Merger And Membership Exchanges

§ 30-30-801 Approval by Third Persons

The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.

Source.—[30-30-801, added 2015, ch. 243, sec. 81, p. 997.]

§ 30-30-802 Approval of Plan of Merger

(1) One (1) or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 30-30-803 , Idaho Code.

(2) The plan of merger must set forth:

(a) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;

(b) The terms and conditions of the planned merger;

(c) The manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or part.

(3) The plan of merger may set forth:

(a) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and

(b) Other provisions relating to the planned merger.

Source.—[30-30-802, added 2015, ch. 243, sec. 81, p. 997.]

§ 30-30-803 Action on Plan by Board, Members and Third Persons

(1) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, a plan of merger to be adopted must be approved:

(a) By the board;

(b) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801 , Idaho Code, for an amendment to the articles or bylaws.

(2) If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with section 30-30-614 (3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed merger.

(3) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis.

(4) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 30-30-505 , Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(5) If the board seeks to have the plan approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(6) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under section 30-30-704 or 30-30-710 , Idaho Code. The plan is approved by a class of members by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(7) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.

Source.—[30-30-803, added 2015, ch. 243, sec. 81, p. 998.]

Part 9 Disposition Of Assets

§ 30-30-901 Bequests, Devises and Gifts

Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.

Source.—[30-30-901, added 2015, ch. 243, sec. 82, p. 999.]

§ 30-30-902 Sale of Assets in Regular Course of Activities and Mortgage of Assets

(1) A corporation may on the terms and conditions and for the consideration determined by the board of directors:

(a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or

(b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.

(2) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (1) of this section is not required.

Source.—[30-30-902, added 2015, ch. 243, sec. 82, p. 999.]

§ 30-30-903 Sale of Assets Other Than in Regular Course of Activities

(1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized in subsection (2) of this section.

(2) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (4) of this section, require a greater vote or voting by class, the proposed transaction to be authorized must be approved:

(a) By the board;

(b) By the members by a simple majority of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-505 , Idaho Code, for an amendment to the articles or bylaws.

(3) If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with section 30-30-614 (3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(4) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.

(5) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 30-30-505 , Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(6) If the board needs to have the transaction approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.

(7) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.

Source.—[30-30-903, added 2015, ch. 243, sec. 82, p. 999.]

§ 30-30-904 Prohibited Distributions

Except as authorized in section 30-30-905 , Idaho Code, a corporation shall not make any distributions.

Source.—[30-30-904, added 2015, ch. 243, sec. 82, p. 1000.]

§ 30-30-905 Authorized Distributions

(1) Corporations may make distributions upon dissolution in conformity with section 30-30-1005 or 30-30-1006 , Idaho Code.

(2) The operations of a corporation that is a cooperative corporation shall be so conducted that all members will, through their membership, furnish capital for the corporation as provided in the corporation's bylaws. No interest or dividends shall be paid or payable by the corporation on any capital furnished by its members. The corporation is obligated to account on a membership basis to all its members for all amounts received and receivable from the furnishing of service and from other sources in excess of operating costs and expenses properly chargeable against the furnishing of service. The corporation is obligated to pay by credits to a capital account for each member all such amounts in excess of operating costs and expenses. The books and records of the corporation shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each member is clearly reflected and credited in an appropriate record to the capital account of each member. In the event of dissolution or liquidation of the corporation, after all outstanding indebtedness of the corporation shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the board shall determine that the financial condition of the corporation will not be impaired thereby, the capital credited to members' accounts may be retired in full or in part.

Source.—[30-30-905, added 2015, ch. 243, sec. 82, p. 1000.]

Part 10 Dissolution

§ 30-30-1001 Dissolution by Incorporators or Directors and Third Persons

(1) A majority of the incorporators or directors of a corporation that has no members may, prior to the organization meeting of directors and subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.

(2) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with section 30-30-614 (3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation.

(3) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Source.—[30-30-1001, added 2015, ch. 243, sec. 83, p. 1000.]

§ 30-30-1002 Dissolution by Directors, Members and Third Persons

(1) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if it is approved:

(a) By the board;

(b) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801 , Idaho Code, for an amendment to the articles or bylaws.

(2) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with section 30-30-614 (3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(3) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.

(4) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 30-30-505 , Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

(6) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Source.—[30-30-1002, added 2015, ch. 243, sec. 83, p. 1001.]

§ 30-30-1003 Articles of Dissolution

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth:

(a) The name of the corporation;

(b) The date dissolution was authorized;

(c) A statement that dissolution was approved by a sufficient vote of the board;

(d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;

(e) If approval by members was required:

(i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and

(ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; and

(f) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-1002 (1)(c), Idaho Code, a statement that the approval was obtained.

(2) A corporation is dissolved upon the effective date of its articles of dissolution.

Source.—[30-30-1003, added 2015, ch. 243, sec. 83, p. 1001.]

§ 30-30-1004 Effect of Dissolution

(1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:

(a) Preserving and protecting its assets and minimizing its liabilities;

(b) Discharging or making provision for discharging its liabilities and obligations;

(c) Disposing of its properties that will not be distributed in kind;

(d) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;

(e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;

(f) If no provision has been made in its articles or bylaws for distribution of assets on dissolution, it may transfer, subject to any contractual or legal requirement, its assets:

(i) To one (1) or more persons described in section 501(c)(3) of the Internal Revenue Code; or

(ii) To its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and

(g) Doing every other act necessary to wind up and liquidate its assets and affairs.

(2) Dissolution of a corporation does not:

(a) Transfer title to the corporation's property;

(b) Subject its directors or officers to standards of conduct different from those prescribed in sections 30-30-618 and 30-30-623 , Idaho Code;

(c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;

(d) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(f) Terminate the authority of the registered agent.

Source.—[30-30-1004, added 2015, ch. 243, sec. 83, p. 1002.]

§ 30-30-1005 Known Claims Against Dissolved Corporation

(1) The directors of a dissolved corporation may dispose of the known claims against it by following the procedure described in this section.

(2) The directors of a dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

(a) Describe information that must be included in a claim;

(b) Provide a mailing address where a claim may be sent;

(c) State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

(d) State that the claim will be barred if not received by the deadline.

(3) A claim against the dissolved corporation is barred:

(a) If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved corporation by the deadline; or

(b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.

(4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

Source.—[30-30-1005, added 2015, ch. 243, sec. 83, p. 1002.]

§ 30-30-1006 Unknown Claims Against Dissolved Corporation

(1) The directors of a dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(2) The notice must:

(a) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located, or, if none in this state, in Ada county;

(b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(c) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five (5) years after publication of the notice.

(3) If the directors of a dissolved corporation publish a newspaper notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five (5) years after the publication date of the newspaper notice:

(a) A claimant who did not receive written notice under section 30-30-1005 , Idaho Code;

(b) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and

(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(4) A claim may be enforced under this section:

(a) Against the dissolved corporation to the extent of its undistributed assets; or

(b) If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

Source.—[30-30-1006, added 2015, ch. 243, sec. 83, p. 1003.]

Part 11 Records And Reports

§ 30-30-1101 Corporate Records

(1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized in section 30-30-617 (4), Idaho Code.

(2) A corporation shall maintain appropriate accounting records.

(3) A corporation shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5) A corporation shall keep a copy of the following records at its principal office:

(a) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(b) Its bylaws or restated bylaws and all amendments to them currently in effect;

(c) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;

(d) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;

(e) All written communications to members generally within the past seven (7) years, including the financial statements furnished for the past seven (7) years under section 30-30-1105 , Idaho Code;

(f) A list of the names and business or home addresses of its current directors and officers; and

(g) Its most recent annual report delivered to the secretary of state under section 30-21-213 , Idaho Code.

Source.—[30-30-1101, added 2015, ch. 243, sec. 84, p. 1004.]

§ 30-30-1102 Inspection of Records by Members

(1) Subject to subsection (5) of this section and section 30-30-1103 (3), Idaho Code, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in section 30-30-1101 (5), Idaho Code, if the member gives the corporation written notice or a written demand at least fifteen (15) business days before the date on which the member wishes to inspect and copy.

(2) Subject to paragraph (c) of this subsection, a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and gives the corporation written notice at least fifteen (15) business days before the date on which the member wishes to inspect and copy:

(a) Excerpts from any records required to be maintained under section 30-30-1101 (1), Idaho Code, to the extent not subject to inspection under subsection (1) of this section;

(b) Accounting records of the corporation; and

(c) Subject to section 30-30-1104 , Idaho Code, the membership list.

(3) A member may inspect and copy the records identified in subsection (2) of this section only if:

(a) The member's demand is made in good faith and for a proper purpose reasonably related to the member's interest as a member of the corporation;

(b) The member describes with reasonable particularity the purpose and the records the member desires to inspect;

(c) The records are directly connected with this purpose; and

(d) The board of directors shall determine whether a member's request is for a proper purpose.

(4) The provisions of this section do not affect:

(a) The right of a member to inspect records under section 30-30-509 , Idaho Code, or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

(b) The board of directors may restrict or deny inspection of personnel and employment records and confidential attorney-client communications if it determines that such restriction or denial of access to said records or information is in the best interests of the corporation.

(5) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.

Source.—[30-30-1102, added 2015, ch. 243, sec. 84, p. 1004.]

§ 30-30-1103 Scope of Inspection Rights

(1) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

(2) The right to copy records under section 30-30-1102 , Idaho Code, includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(4) The corporation may comply with a member's demand to inspect the record of members under section 30-30-1102 (2)(c), Idaho Code, by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.

Source.—[30-30-1103, added 2015, ch. 243, sec. 84, p. 1005.]

§ 30-30-1104 Limitations on Use of Membership List

Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing and without the consent of the board, a membership list or any part thereof may not be:

(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) Used for any commercial purpose; or

(3) Sold to or purchased by any person.

Source.—[30-30-1104, added 2015, ch. 243, sec. 84, p. 1005.]

§ 30-30-1105 Financial Statements for Members

(1) Except as provided in the articles or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(2) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:

(a) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(b) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

Source.—[30-30-1105, added 2015, ch. 243, sec. 84, p. 1005.]

§ 30-30-1106 Report of Indemnification to Members

If a corporation indemnifies or advances expenses to a director under section 30-30-626 , Idaho Code, in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.

Source.—[30-30-1106, added 2015, ch. 243, sec. 84, p. 1006.]

Part 12 Transition Provisions

§ 30-30-1201 Application to Existing Domestic Nonprofit Corporations

This chapter applies to all domestic nonprofit corporations in existence on July 1, 2015, that were incorporated under the laws of this state.

Source.—[30-30-1201, added 2015, ch. 243, sec. 85, p. 1006; am. 2015, ch. 337, sec. 1, p. 1269.]

§ 30-30-1202 Application to Qualified Foreign Nonprofit Corporation

A foreign nonprofit corporation authorized to transact business in this state on July 1, 2015, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.

Source.—[30-30-1202, added 2015, ch. 243, sec. 85, p. 1006; am. 2015, ch. 337, sec. 2, p. 1269.]

§ 30-30-1203 Application to Canal Companies and Carey Act Companies

Should any provision of this chapter, as it pertains to canal companies or Carey act companies, conflict with the provisions of title 42 , Idaho Code, the provisions of title 42 , Idaho Code, shall prevail.

Source.—[30-30-1203, added 2015, ch. 243, sec. 85, p. 1006.]

§ 30-30-1204 Saving Provisions

(1) Except as provided in subsection (2) of this section, the repeal of a statute by this chapter does not affect:

(a) The operation of the statute or any action taken under it before its repeal;

(b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;

(c) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation, before its repeal;

(d) Any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or

(e) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.

(2) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.

(3) Except as specifically provided in this chapter, this chapter shall not affect the provisions of other statutes applicable to any form of nonprofit corporation.

Source.—[30-30-1204, added 2015, ch. 243, sec. 85, p. 1006.]

General information, not legal advice. Statutory text is reproduced from the Idaho Code as published by the Idaho Legislature, current through the 2026 Regular Session and may not reflect the most recent amendments.

← Idaho HOA laws Idaho Statutes →