TITLE
30
CORPORATIONS
CHAPTER
29
GENERAL
BUSINESS
CORPORATIONS
PART
1
GENERAL
PROVISIONS
30
-
29
-
101.
SHORT
TITLE.
This
chapter
shall
be
known
and
may
be
cited
as
the
"Idaho
Business
Corporation
Act."
[30
-
29
-
101,
added
2015,
ch.
243,
sec.
56,
p.
902.]
30
-
29
-
120.
REQUIREMENTS
FOR
DOCUMENTS
-
-
EXTRINSIC
FACTS.
(a)
A
docu-
ment
delivered
to
the
secretary
of
state
for
filing
pursuant
to
this
chapter
must
be
typewritten
or
printed,
or,
if
electronically
transmitted,
it
must
be
in
a
format
that
can
be
retrieved
or
reproduced
in
typewritten
or
printed
form.
(b)
Notwithstanding
the
provisions
of
section
30
-
21
-
209
(b),
Idaho
Code,
and
except
as
otherwise
permitted
by
subsection
(e)
of
this
section,
the
document
must
be
signed:
(1)
By
the
chairman
of
the
board
of
directors
of
a
domestic
or
foreign
corporation,
by
its
president,
or
by
another
of
its
officers;
(2)
If
directors
have
not
been
selected
or
the
corporation
has
not
been
formed,
by
an
incorporator;
or
(3)
If
the
corporation
is
in
the
hands
of
a
receiver,
trustee
or
other
court
-
appointed
fiduciary,
by
that
fiduciary.
(c)
The
person
executing
the
document
shall
sign
it
and
state
beneath
or
opposite
the
person's
signature
the
person's
name
and
the
capacity
in
which
the
document
is
signed.
The
document
may,
but
need
not,
contain
a
corporate
seal,
attestation,
acknowledgment,
or
verification.
(d)
Whenever
a
provision
of
this
chapter,
or
section
30
-
22
-
107
,
Idaho
Code,
permits
any
of
the
terms
of
a
plan
or
a
filed
document
to
be
dependent
on
facts
objectively
ascertainable
outside
the
plan
or
filed
document,
the
following
provisions
apply:
(1)
The
manner
in
which
the
facts
will
operate
upon
the
terms
of
the
plan
or
filed
document
must
be
set
forth
in
the
plan
or
filed
document.
(2)
The
facts
may
include:
(i)
Any
of
the
following
that
are
available
in
a
nationally
rec-
ognized
news
or
information
medium
either
in
print
or
electroni-
cally:
statistical
or
market
indices,
market
prices
of
any
se-
curity
or
group
of
securities,
interest
rates,
currency
exchange
rates,
or
similar
economic
or
financial
data;
(ii)
A
determination
or
action
by
any
person
or
body,
including
the
corporation
or
any
other
party,
to
a
plan
or
filed
document;
or
(iii)
The
terms
of,
or
actions
taken
under,
an
agreement
to
which
the
corporation
is
a
party,
or
any
other
agreement
or
document.
(3)
As
used
in
this
subsection:
(i)
"Filed
document"
means
a
document
filed
by
the
secretary
of
state
under
any
provision
of
this
chapter
or
chapter
21
or
22,
title
30
,
Idaho
Code,
except
section
30
-
21
-
213
,
Idaho
Code,
or
part
5,
chapter
21,
title
30
,
Idaho
Code;
and

2
(ii)
"Plan"
means
a
plan
of
domestication,
conversion,
merger
or
share
exchange.
(4)
The
following
provisions
of
a
plan
or
filed
document
may
not
be
made
dependent
upon
facts
outside
the
plan
or
filed
document:
(i)
The
name
and
address
of
any
person
required
in
a
filed
docu-
ment;
(ii)
The
registered
office,
if
any,
of
any
entity
required
in
a
filed
document;
(iii)
The
registered
agent
of
any
entity
required
in
a
filed
docu-
ment;
(iv)
The
number
of
authorized
shares
and
designation
of
each
class
or
series
of
shares;
(v)
The
effective
date
of
a
filed
document;
and
(vi)
Any
required
statement
in
a
filed
document
of
the
date
on
which
the
underlying
transaction
was
approved
or
the
manner
in
which
that
approval
was
given.
(5)
If
a
provision
of
a
filed
document
is
made
dependent
on
a
fact
ascertainable
outside
of
the
filed
document,
and
that
fact
is
nei-
ther
ascertainable
by
reference
to
a
source
described
in
subsection
(d)(2)(i)
of
this
section
or
a
document
that
is
a
matter
of
public
record,
nor
have
the
affected
shareholders
received
notice
of
the
fact
from
the
corporation,
then
the
corporation
shall
file
with
the
secretary
of
state
articles
of
amendment
to
the
filed
document
setting
forth
the
fact
promptly
after
the
time
when
the
fact
referred
to
is
first
ascertainable
or
thereafter
changes.
Articles
of
amendment
under
this
paragraph
are
deemed
to
be
authorized
by
the
authorization
of
the
original
filed
document
to
which
they
relate
and
may
be
filed
by
the
corporation
without
further
action
by
the
board
of
directors
or
the
shareholders.
(e)
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
per-
sons
identified
in
subsection
(a)
of
this
section
or
by
another
person
who
is
authorized
by
the
board
of
directors
to
execute
the
report.
[30
-
29
-
120,
added
2015,
ch.
243,
sec.
56,
p.
902;
am.
2019,
ch.
90,
sec.
1,
p.
225.]
30
-
29
-
123.
EFFECTIVE
DATE
OF
FILED
DOCUMENT.
(a)
If
a
filed
document
does
not
specify
the
time
zone
or
place
at
which
a
date
or
time
or
both
is
to
be
determined,
the
date
or
time
or
both
at
which
it
becomes
effective
shall
be
those
prevailing
at
the
place
of
filing
in
this
state.
(b)
Unless
otherwise
provided
in
sections
30
-
29
-
145
through
30
-
29
-
152
,
Idaho
Code,
any
document
filed
pursuant
to
this
chapter
may
have
a
delayed
effective
date
and,
when
accepted
for
filing,
is
effective
as
provided
in
section
30
-
21
-
203
,
Idaho
Code,
and
this
section.
[30
-
29
-
123,
added
2019,
ch.
90,
sec.
2,
p.
226.]
30
-
29
-
140.
CHAPTER
DEFINITIONS.
In
this
chapter,
unless
otherwise
specified:
(1)
"Articles
of
incorporation"
means
the
articles
of
incorporation
described
in
section
30
-
29
-
202
,
Idaho
Code,
all
amendments
to
the
articles
of
incorporation,
and
any
other
documents
permitted
or
required
to
be
delivered
for
filing
by
a
domestic
business
corporation
with
the
secretary

3
of
state
under
any
provision
of
this
chapter
that
modify,
amend,
supplement,
restate,
or
replace
the
articles
of
incorporation.
After
an
amendment
of
the
articles
of
incorporation
or
any
other
document
filed
under
this
chapter
that
restates
the
articles
of
incorporation
in
their
entirety,
the
articles
of
incorporation
shall
not
include
any
prior
documents.
When
used
with
respect
to
a
foreign
corporation
or
a
domestic
or
foreign
nonprofit
corporation,
the
"articles
of
incorporation"
of
such
an
entity
means
the
document
of
such
entity
that
is
equivalent
to
the
articles
of
incorporation
of
a
domestic
business
corporation.
(2)
"Authorized
shares"
means
the
shares
of
all
classes
a
domestic
or
foreign
corporation
is
authorized
to
issue.
(3)
"Beneficial
shareholder"
means
a
person
who
owns
the
beneficial
in-
terest
in
shares,
that
may
be
a
record
shareholder
or
a
person
on
whose
behalf
shares
are
registered
in
the
name
of
an
intermediary
or
nominee.
(4)
"Conspicuous"
means
so
written,
displayed,
or
presented
that
a
rea-
sonable
person
against
whom
the
writing
is
to
operate
should
have
noticed
it.
For
example,
printing
in
italics
or
boldface
or
contrasting
color,
or
typing
in
capitals
or
underlined,
is
conspicuous.
(5)
"Corporation,"
"domestic
corporation,"
"business
corporation,"
or
"domestic
business
corporation"
means
a
corporation
for
profit
that
is
not
a
foreign
corporation,
incorporated
under
this
chapter.
(6)
"Distribution"
means
a
direct
or
indirect
transfer
of
cash
or
other
property,
except
a
corporation's
own
shares,
or
incurrence
of
indebtedness
by
a
corporation
to
or
for
the
benefit
of
its
shareholders
in
respect
of
any
of
its
shares.
A
distribution
may
be
in
the
form
of
a
payment
of
a
dividend;
a
purchase,
redemption,
or
other
acquisition
of
shares;
a
distribution
of
indebtedness;
a
distribution
of
liquidation;
or
otherwise.
(7)
"Document"
means
any
tangible
medium
on
which
information
is
in-
scribed,
and
includes
handwritten,
typed,
printed,
or
similar
instruments,
and
copies
of
such
instruments;
or
an
electronic
record.
(8)
"Effective
date,"
when
referring
to
a
record
filed
by
the
secre-
tary
of
state,
means
the
time
and
date
determined
in
accordance
with
section
30
-
21
-
203
or
30
-
29
-
123
(b),
Idaho
Code.
(9)
"Electronic"
means
relating
to
technology
having
electrical,
dig-
ital,
magnetic,
wireless,
optical,
electromagnetic,
or
similar
capabili-
ties.
(10)
"Electronic
record"
means
information
that
is
stored
in
an
elec-
tronic
or
other
nontangible
medium
and
is
retrievable
in
paper
form
through
an
automated
process
used
in
conventional
commercial
practice,
unless
oth-
erwise
authorized
in
accordance
with
section
30
-
29
-
141
(j),
Idaho
Code.
(11)
"Electronic
transmission"
or
"electronically
transmitted"
means
any
form
or
process
of
communication
not
directly
involving
the
physical
transfer
of
paper,
or
another
tangible
medium,
that
is
suitable
for
the
retention,
retrieval
and
reproduction
of
information
by
the
recipient
and
is
retrievable
in
paper
form
by
the
recipient
through
an
automated
process
used
in
conventional
commercial
practice,
unless
otherwise
authorized
in
accordance
with
section
30
-
29
-
141
(j),
Idaho
Code.
(12)
"Eligible
entity"
means
a
domestic
or
foreign
unincorporated
en-
tity
or
a
domestic
or
foreign
nonprofit
corporation.
(13)
"Eligible
interests"
means
interests
in
eligible
entities.
(14)
"Employee"
includes
an
officer
but
not
a
director.
A
director
may
accept
duties
that
make
the
director
also
an
employee.

4
(15)
"Expenses"
means
reasonable
expenses
of
any
kind
that
are
incurred
in
connection
with
a
matter.
(16)
"Foreign
corporation"
or
"foreign
business"
means
a
corporation
incorporated
under
a
law
other
than
the
law
of
this
state
which
would
be
a
business
corporation
if
incorporated
under
the
law
of
this
state.
(17)
"Foreign
nonprofit
corporation"
means
a
corporation
incorporated
under
a
law
other
than
the
law
of
this
state,
which
would
be
a
nonprofit
cor-
poration
if
incorporated
under
the
law
of
this
state.
(18)
"Foreign
registration
statement"
means
the
foreign
registration
statement
described
in
section
30
-
21
-
503
,
Idaho
Code.
(19)
"Includes"
and
"including"
denote
a
partial
definition
or
a
nonex-
clusive
list.
(20)
"Individual"
means
a
natural
person.
(21)
"Interest
holder
liability"
means:
(i)
Personal
liability
for
a
debt,
obligation,
or
other
liability
of
a
domestic
corporation
or
other
entity
that
is
imposed
on
a
person:
(A)
Solely
by
reason
of
the
person's
status
as
a
shareholder
or
other
interest
holder;
or
(B)
By
the
articles
of
incorporation
of
the
domestic
corporation
or
the
organic
rules
of
the
other
entity
that
make
one
(1)
or
more
specified
shareholders,
members
or
interest
holders,
or
categories
of
shareholders
or
interest
holders,
liable
in
their
capacity
as
shareholders
or
interest
holders
for
all
or
specified
liabilities
of
the
corporation
or
other
entity;
or
(ii)
An
obligation
of
a
shareholder
or
interest
holder
under
the
arti-
cles
of
incorporation
of
a
domestic
corporation
or
the
organic
rules
of
another
entity
or
to
contribute
to
the
corporation
or
other
entity.
For
purposes
of
the
foregoing,
except
as
otherwise
provided
in
the
articles
of
incorporation
of
a
domestic
corporation
or
the
organic
law
or
organic
rules
of
another
entity,
interest
holder
liability
arises
under
paragraph
(i)
of
this
subsection
when
the
corporation
or
other
entity
incurs
the
liability.
(22)
"Means"
denotes
an
exhaustive
definition.
(23)
"Membership"
[Reserved.]
(24)
"Record
date"
means
the
date
fixed
for
determining
the
identity
of
the
corporation's
shareholders
and
their
shareholdings
for
purposes
of
this
chapter.
Unless
another
time
is
specified
when
the
record
date
is
fixed,
the
determination
shall
be
made
as
of
the
close
of
business
at
the
principal
of-
fice
of
the
corporation
on
the
date
so
fixed.
(25)
"Record
shareholder"
means
the
person
in
whose
name
shares
are
reg-
istered
in
the
records
of
the
corporation
or
the
person
identified
as
the
beneficial
owner
of
shares
in
a
beneficial
ownership
certificate
pursuant
to
section
30
-
29
-
723
,
Idaho
Code,
on
file
with
the
corporation
to
the
extent
of
the
rights
granted
by
such
certificate.
(26)
"Secretary"
means
the
corporate
officer
to
whom
the
board
of
direc-
tors
has
delegated
responsibility
under
section
30
-
29
-
840
(c),
Idaho
Code,
to
maintain
the
minutes
of
the
meetings
of
the
board
of
directors
and
of
the
shareholders
and
for
authenticating
records
of
the
corporation.
(27)
"Share
exchange"
means
an
interest
exchange
as
defined
in
section
30
-
22
-
102
(10),
Idaho
Code.
(28)
"Shareholder"
means
a
record
shareholder.
(29)
"Shares"
means
the
units
into
which
the
proprietary
interests
in
a
domestic
or
foreign
corporation
are
divided.

5
(30)
"Subscriber"
means
a
person
who
subscribes
for
shares
in
a
corpora-
tion,
whether
before
or
after
incorporation.
(31)
"Treasury
shares"
means
shares
of
a
corporation
which
have
been
is-
sued,
have
been
subsequently
acquired
by
and
belong
to
the
corporation,
and
have
not,
either
by
reason
of
the
acquisition
or
thereafter,
been
canceled
or
restored
to
the
status
of
authorized
but
unissued
shares.
Treasury
shares
shall
be
deemed
to
be
"issued"
shares,
but
not
"outstanding"
shares.
(32)
"Unincorporated
entity"
means
an
organization
or
artificial
legal
person
that
either
has
a
separate
legal
existence
or
has
the
power
to
acquire
an
estate
in
real
property
in
its
own
name
and
that
is
not
any
of
the
follow-
ing:
a
domestic
or
foreign
business
or
nonprofit
corporation,
a
series
of
a
limited
liability
company
or
of
another
type
of
entity,
an
estate,
a
trust,
a
state,
the
United
States,
or
a
foreign
government.
The
term
includes
a
gen-
eral
partnership,
limited
liability
company,
limited
partnership,
business
trust,
joint
stock
association
and
unincorporated
nonprofit
association.
(33)
"United
States"
includes
district,
authority,
bureau,
commission,
department
and
any
other
agency
of
the
United
States.
(34)
"Unrestricted
voting
trust
beneficial
owner"
means,
with
respect
to
any
shareholder
rights,
a
voting
trust
beneficial
owner
whose
entitlement
to
exercise
the
shareholder
right
in
question
is
not
inconsistent
with
the
voting
trust
agreement.
(35)
"Voting
group"
means
all
shares
of
one
(1)
or
more
classes
or
series
that
under
the
articles
of
incorporation
or
this
chapter
are
entitled
to
vote
and
be
counted
together
collectively
on
a
matter
at
a
meeting
of
sharehold-
ers.
All
shares
entitled
by
the
articles
of
incorporation
or
this
chapter
to
vote
generally
on
the
matter
are
for
that
purpose
a
single
voting
group.
(36)
"Voting
power"
means
the
current
power
to
vote
in
the
election
of
directors.
(37)
"Voting
trust
beneficial
owner"
means
an
owner
of
a
beneficial
in-
terest
in
shares
of
the
corporation
held
in
a
voting
trust
established
pur-
suant
to
section
30
-
29
-
730
(a),
Idaho
Code.
(38)
"Writing"
or
"written"
means
any
information
in
the
form
of
a
docu-
ment.
[30
-
29
-
140,
added
2015,
ch.
243,
sec.
56,
p.
903;
am.
2019,
ch.
90,
sec.
3,
p.
226.]
30
-
29
-
141.
NOTICES
AND
OTHER
COMMUNICATIONS.
(a)
Notice
under
this
chapter
must
be
in
writing
unless
oral
notice
is
reasonable
in
the
circum-
stances.
Unless
otherwise
agreed
between
the
sender
and
the
recipient,
words
in
a
notice
or
other
communication
under
this
chapter
must
be
in
English.
(b)
A
notice
or
other
communication
may
be
given
by
any
method
of
de-
livery,
except
that
electronic
transmissions
must
be
in
accordance
with
this
section.
If
the
methods
of
delivery
are
impracticable,
notice
or
other
com-
munication
may
be
given
by
means
of
a
broad
non
-
exclusionary
distribution
to
the
public
that
may
include
a
newspaper
of
general
circulation
in
the
area
where
published,
radio,
television,
or
other
methods
of
distribution
that
the
corporation
has
previously
identified
to
its
shareholders.
(c)
Notice
or
other
communication
to
a
domestic
corporation
or
to
a
for-
eign
corporation
registered
to
do
business
in
this
state
may
be
delivered
to
the
corporation's
registered
agent
at
its
registered
office
or
to
the
sec-
retary
at
the
corporation's
principal
office
shown
in
its
most
recent
annual

6
report
or,
in
the
case
of
a
foreign
corporation
that
has
not
yet
delivered
an
annual
report,
in
its
foreign
registration
statement.
(d)
A
notice
or
other
communications
may
be
delivered
by
electronic
transmission
if
consented
to
by
the
recipient
or
if
authorized
by
subsection
(j)
of
this
section.
(e)
Any
consent
under
subsection
(d)
of
this
section
may
be
revoked
by
the
person
who
consented
by
written
or
electronic
notice
to
the
person
to
whom
the
consent
was
delivered.
Any
such
consent
is
deemed
revoked
if
the
corporation
is
unable
to
deliver
two
(2)
consecutive
electronic
transmis-
sions
given
by
the
corporation
in
accordance
with
such
consent,
and
such
in-
ability
becomes
known
to
the
secretary
or
an
assistant
secretary
or
to
the
transfer
agent,
or
other
person
responsible
for
the
giving
of
notice
or
other
communications;
provided,
however,
the
inadvertent
failure
to
treat
such
inability
as
a
revocation
shall
not
invalidate
any
meeting
or
other
action.
(f)
Unless
otherwise
agreed
between
the
sender
and
the
recipient,
an
electronic
transmission
is
received
when:
(1)
It
enters
an
information
processing
system
that
the
recipient
has
designated
or
uses
for
the
purposes
of
receiving
electronic
transmis-
sions
or
information
of
the
type
sent,
and
from
which
the
recipient
is
able
to
retrieve
the
electronic
transmission;
and
(2)
It
is
in
a
form
capable
of
being
processed
by
that
system.
(g)
Receipt
of
an
electronic
acknowledgment
from
an
information
pro-
cessing
system
described
in
subsection
(f)(1)
of
this
section
establishes
that
an
electronic
transmission
was
received
but,
by
itself,
does
not
estab-
lish
that
the
content
sent
corresponds
to
the
content
received.
(h)
An
electronic
transmission
is
received
under
this
section
even
if
no
person
is
aware
of
its
receipt.
(i)
A
notice
or
other
communication,
if
in
a
comprehensible
form
or
man-
ner,
is
effective
at
the
earliest
of
the
following:
(1)
If
in
a
physical
form,
the
earliest
of
when
it
is
actually
received,
or
when
it
is
left
at:
(i)
A
shareholder's
address
shown
on
the
corporation's
record
of
shareholders
maintained
by
the
corporation
under
section
30
-
29
-
1601
(d),
Idaho
Code;
(ii)
A
director's
residence
or
usual
place
of
business;
or
(iii)
The
corporation's
principal
office;
(2)
If
mailed
postage
prepaid
and
correctly
addressed
to
a
shareholder,
upon
deposit
in
the
United
States
mail;
(3)
If
mailed
by
United
States
mail
postage
prepaid
and
correctly
ad-
dressed
to
a
recipient
other
than
a
shareholder,
the
earliest
of
when
it
is
actually
received,
or:
(i)
If
sent
by
registered
or
certified
mail,
return
receipt
re-
quested,
the
date
shown
on
the
return
receipt
signed
by
or
on
be-
half
of
the
addressee;
or
(ii)
Five
(5)
days
after
it
is
deposited
in
the
United
States
mail;
(4)
If
an
electronic
transmission,
when
it
is
received
as
provided
in
subsection
(f)
of
this
section;
and
(5)
If
oral,
when
communicated.
(j)
A
notice
or
other
communication
may
be
in
the
form
of
an
electronic
transmission
that
cannot
be
directly
reproduced
in
paper
form
by
the
recip-
ient
through
an
automated
process
used
in
conventional
commercial
practice
only
if
the
electronic
transmission
is
otherwise
retrievable
in
perceivable

7
form,
and
the
sender
and
the
recipient
have
consented
in
writing
to
the
use
of
such
form
of
electronic
transmission.
(k)
If
this
chapter
prescribes
requirements
for
notices
or
other
commu-
nications
in
particular
circumstances,
those
requirements
govern.
If
arti-
cles
of
incorporation
or
bylaws
prescribe
requirements
for
notices
or
other
communications,
not
inconsistent
with
this
section
or
other
provisions
of
this
chapter,
those
requirements
govern.
The
articles
of
incorporation
or
bylaws
may
authorize
or
require
delivery
of
notices
of
meetings
of
directors
by
electronic
transmission.
(l)
In
the
event
that
any
provisions
of
this
chapter
are
deemed
to
mod-
ify,
limit,
or
supersede
the
federal
electronic
signatures
in
global
and
na-
tional
commerce
act,
15
U.S.C.
7001
et
seq.,
the
provisions
of
this
chapter
shall
control
to
the
maximum
extent
permitted
by
section
102(a)(2)
of
that
federal
act.
[30
-
29
-
141,
added
2015,
ch.
243,
sec.
56,
p.
905;
am.
2019,
ch.
90,
sec.
4,
p.
229.]
30
-
29
-
142.
NUMBER
OF
SHAREHOLDERS.
(a)
For
purposes
of
this
chapter,
the
following
identified
as
a
shareholder
in
a
corporation's
current
record
of
shareholders
constitutes
one
(1)
shareholder:
(1)
Three
(3)
or
fewer
co
-
owners;
(2)
A
corporation,
partnership,
trust,
estate,
or
other
entity;
or
(3)
The
trustees,
guardians,
custodians,
or
other
fiduciaries
of
a
sin-
gle
trust,
estate,
or
account.
(b)
For
purposes
of
this
chapter,
shareholdings
registered
in
substan-
tially
similar
names
constitute
one
(1)
shareholder
if
it
is
reasonable
to
believe
that
the
names
represent
the
same
person.
[30
-
29
-
142,
added
2019,
ch.
90,
sec.
5,
p.
231.]
30
-
29
-
143.
QUALIFIED
DIRECTOR.
(a)
A
"qualified
director"
is
a
direc-
tor
who,
at
the
time
action
is
to
be
taken
under:
(1)
Section
30
-
29
-
202
(b)(6),
Idaho
Code,
is
not
a
director
to
whom
the
limitation
or
elimination
of
the
duty
of
an
officer
to
offer
potential
business
opportunities
to
the
corporation
would
apply
or
who
has
a
mate-
rial
relationship
with
any
other
person
to
whom
the
limitation
or
elimi-
nation
would
apply;
(2)
Section
30
-
29
-
744
,
Idaho
Code,
does
not
have
a
material
interest
in
the
outcome
of
the
proceeding
or
a
material
relationship
with
a
person
who
has
such
an
interest;
(3)
Section
30
-
29
-
853
or
30
-
29
-
855
,
Idaho
Code,
is
not
a
party
to
the
proceeding,
is
not
a
director
as
to
whom
a
transaction
is
a
director's
conflicting
interest
transaction
or
who
sought
a
disclaimer
of
the
cor-
poration's
interest
in
a
business
opportunity
under
section
30
-
29
-
870
,
Idaho
Code,
which
transaction
or
disclaimer
is
challenged
in
the
pro-
ceeding,
and
does
not
have
a
material
relationship
with
a
director
de-
scribed
in
this
subsection;
(4)
Section
30
-
29
-
862
,
Idaho
Code,
is
not
a
director
as
to
whom
the
transaction
is
a
director's
conflicting
interest
transaction
or
who
has
a
material
relationship
with
another
director
as
to
whom
the
transac-
tion
is
a
director's
conflicting
interest
transaction;
or
(5)
Section
30
-
29
-
870
,
Idaho
Code,
is
not
a
director
who
pursues
or
takes
advantage
of
the
business
opportunity,
directly
or
indirectly

8
through
or
on
behalf
of
another
person
or
has
a
material
relation-
ship
with
a
director
or
officer
who
pursues
or
takes
advantage
of
the
business
opportunity,
directly
or
indirectly
through
or
on
behalf
of
another
person.
(b)
For
purposes
of
this
section:
(1)
"Material
interest"
means
an
actual
or
potential
benefit
or
detri-
ment,
other
than
one
which
would
devolve
on
the
corporation
or
the
shareholders
generally,
that
would
reasonably
be
expected
to
impair
the
objectivity
of
the
director's
judgment
when
participating
in
the
action
to
be
taken;
and
(2)
"Material
relationship"
means
a
familial,
financial,
profes-
sional,
employment,
or
other
relationship
that
would
reasonably
be
expected
to
impair
the
objectivity
of
the
director's
judgment
when
participating
in
the
action
to
be
taken.
(c)
The
presence
of
one
(1)
or
more
of
the
following
circumstances
shall
not
automatically
prevent
a
director
from
being
a
qualified
director:
(1)
Nomination
or
election
of
the
director
to
the
current
board
by
any
director
who
is
not
a
qualified
director
with
respect
to
the
matter,
or
by
any
person
who
has
a
material
relationship
with
that
director,
acting
alone
or
participating
with
others;
(2)
Service
as
a
director
of
another
corporation
of
which
a
director
who
is
not
a
qualified
director
with
respect
to
the
matter,
or
any
individ-
ual
who
has
a
material
relationship
with
that
director,
is
or
was
also
a
director;
or
(3)
With
respect
to
action
to
be
taken
under
section
30
-
29
-
744
,
Idaho
Code,
status
as
a
named
defendant,
as
a
director
against
whom
action
is
demanded,
or
as
a
director
who
approved
the
conduct
being
challenged.
[30
-
29
-
143,
added
2019,
ch.
90,
sec.
6,
p.
232.]
30
-
29
-
144.
HOUSEHOLDING.
(a)
A
corporation
has
delivered
written
no-
tice
or
any
other
report
or
statement
under
this
chapter,
the
articles
of
in-
corporation,
or
the
bylaws
to
all
shareholders
who
share
a
common
address
if:
(1)
The
corporation
delivers
one
(1)
copy
of
the
notice,
report,
or
statement
to
the
common
address;
(2)
The
corporation
addresses
the
notice,
report,
or
statement
to
those
shareholders
either
as
a
group
or
to
each
of
those
shareholders
individ-
ually
or
to
the
shareholders
in
a
form
to
which
each
of
those
sharehold-
ers
has
consented;
and
(3)
Each
of
those
shareholders
consents
to
delivery
of
a
single
copy
of
such
notice,
report,
or
statement
to
the
shareholders'
common
address.
(b)
Any
such
consent
described
in
subsections
(a)(2)
or
(a)(3)
of
this
section
shall
be
revocable
by
any
of
such
shareholders
who
deliver
written
notice
of
revocation
to
the
corporation.
If
such
written
notice
of
revocation
is
delivered,
the
corporation
shall
begin
providing
individual
notices,
reports,
or
other
statements
to
the
revoking
shareholder
no
later
than
thirty
(30)
days
after
delivery
of
the
written
notice
of
revocation.
(c)
Any
shareholder
who
fails
to
object
by
written
notice
to
the
corporation,
within
sixty
(60)
days
of
written
notice
by
the
corporation
of
its
intention
to
deliver
single
copies
of
notices,
reports,
or
statements
to
shareholders
who
share
a
common
address
as
permitted
by
subsection
(a)
of
this
section
shall
be
deemed
to
have
consented
to
receiving
such
single
copy
at
the
common
address;
provided
that
the
notice
of
intention
explains
that
consent
may
be
revoked
and
the
method
for
revoking.

9
[30
-
29
-
144,
added
2019,
ch.
90,
sec.
7,
p.
233.]
30
-
29
-
145.
DEFINITIONS.
For
purposes
of
sections
30
-
29
-
145
through
30
-
29
-
152
,
Idaho
Code:
(1)
"Corporate
action"
means
any
action
taken
by
or
on
behalf
of
the
corporation,
including
any
action
taken
by
the
incorporator,
the
board
of
directors,
a
committee
of
the
board
of
directors,
an
officer
or
agent
of
the
corporation,
or
the
shareholders.
(2)
"Date
of
the
defective
corporate
action"
means
the
date,
or
the
ap-
proximate
date
if
the
exact
date
is
unknown,
the
defective
corporate
action
was
purported
to
have
been
taken.
(3)
"Defective
corporate
action"
means
any
corporate
action
purport-
edly
taken
that
is,
and
at
the
time
such
corporate
action
was
purportedly
taken,
would
have
been
within
the
power
of
the
corporation,
but
is
void
or
voidable
due
to
a
failure
of
authorization,
and
is
an
overissue.
(4)
"Failure
of
authorization"
means
the
failure
to
authorize,
approve
or
otherwise
effect
a
corporate
action
in
compliance
with
the
provisions
of
this
chapter,
the
articles
of
incorporation
or
bylaws,
a
corporate
resolu-
tion,
or
any
plan
or
agreement
to
which
the
corporation
is
a
party,
if
and
to
the
extent
such
failure
would
render
such
corporate
action
void
or
voidable.
(5)
"Overissue"
means
the
purported
issuance
of
shares
of
a
class
or
se-
ries
in
excess
of
the
number
of
shares
of
a
class
or
series
the
corporation
has
the
power
to
issue
under
section
30
-
29
-
601
,
Idaho
Code,
at
the
time
of
such
issuance;
or
shares
of
any
class
or
series
that
is
not
then
authorized
for
issuance
by
the
articles
of
incorporation.
(6)
"Putative
shares"
means
the
shares
of
any
class
or
series,
includ-
ing
shares
issued
upon
exercise
of
rights,
options,
warrants,
or
other
secu-
rities
convertible
into
shares
of
the
corporation
or
interests
with
respect
to
such
shares
that
were
created
or
issued
as
a
result
of
a
defective
cor-
porate
action
that,
but
for
any
failure
of
authorization,
would
constitute
valid
shares
or
cannot
be
determined
by
the
board
of
directors
to
be
valid
shares.
(7)
"Valid
shares"
means
the
shares
of
any
class
or
series
that
have
been
duly
authorized
and
validly
issued
in
accordance
with
this
chapter,
in-
cluding
as
a
result
of
ratification
or
validation
under
sections
30
-
29
-
145
through
30
-
29
-
152
,
Idaho
Code.
(8)
"Validation
effective
time"
with
respect
to
any
defective
cor-
porate
action
ratified
under
sections
30
-
29
-
145
through
30
-
29
-
152
,
Idaho
Code,
means
the
later
of:
(a)
The
time
at
which
the
ratification
of
the
defective
corporate
ac-
tion
is
approved
by
the
shareholders,
or
if
approval
of
shareholders
is
not
required,
the
time
at
which
the
notice
required
by
section
30
-
29
-
149
,
Idaho
Code,
becomes
effective
in
accordance
with
section
30
-
29
-
141
,
Idaho
Code;
and
(b)
The
time
at
which
any
articles
of
validation
filed
in
accordance
with
section
30
-
29
-
151
,
Idaho
Code,
become
effective.
The
validation
effective
time
shall
not
be
affected
by
the
filing
or
pendency
of
a
judicial
proceeding
under
section
30
-
29
-
152
,
Idaho
Code,
or
otherwise,
unless
otherwise
ordered
by
the
court.
[30
-
29
-
145,
added
2019,
ch.
90,
sec.
8,
p.
233.]
30
-
29
-
146.
DEFECTIVE
CORPORATE
ACTIONS.
(a)
A
defective
corporate
ac-
tion
shall
not
be
void
or
voidable
if
ratified
in
accordance
with
section

10
30
-
29
-
147
,
Idaho
Code,
or
validated
in
accordance
with
section
30
-
29
-
152
,
Idaho
Code.
(b)
Ratification
under
section
30
-
29
-
147
,
Idaho
Code,
or
validation
under
section
30
-
29
-
152
,
Idaho
Code,
shall
not
be
deemed
to
be
the
exclu-
sive
means
of
ratifying
or
validating
any
defective
corporate
action,
and
the
absence
or
failure
of
ratification
in
accordance
with
sections
30
-
29
-
145
through
30
-
29
-
152
,
Idaho
Code,
shall
not,
of
itself,
affect
the
validity
or
effectiveness
of
any
corporate
action
properly
ratified
under
common
law
or
otherwise,
nor
shall
it
create
a
presumption
that
any
such
corporate
action
is
or
was
a
defective
corporate
action
or
void
or
voidable.
(c)
In
the
case
of
an
overissue,
putative
shares
shall
be
valid
shares
effective
as
of
the
date
originally
issued
or
purportedly
issued
upon:
(1)
The
effectiveness
under
sections
30
-
29
-
145
through
30
-
29
-
152
,
Idaho
Code,
and
under
part
10
of
this
chapter
or
an
amendment
to
the
articles
of
incorporation
authorizing,
designating,
or
creating
such
shares;
or
(2)
The
effectiveness
of
any
other
corporate
action
under
sections
30
-
29
-
145
through
30
-
29
-
152
,
Idaho
Code,
ratifying
the
authorization,
designation,
or
creation
of
such
shares.
[30
-
29
-
146,
added
2019,
ch.
90,
sec.
9,
p.
234.]
30
-
29
-
147.
RATIFICATION
OF
DEFECTIVE
CORPORATE
ACTIONS.
(a)
To
ratify
a
defective
corporate
action
under
this
section,
other
than
the
ratification
of
an
election
of
the
initial
board
of
directors
under
subsection
(b)
of
this
section,
the
board
of
directors
shall
take
action
ratifying
the
action
in
ac-
cordance
with
section
30
-
29
-
148
,
Idaho
Code,
stating:
(1)
The
defective
corporate
action
to
be
ratified
and,
if
the
defective
corporate
action
involved
the
issuance
of
putative
shares,
the
number
and
type
of
putative
shares
purportedly
issued;
(2)
The
date
of
the
defective
corporate
action;
(3)
The
nature
of
the
failure
of
authorization
with
respect
to
the
de-
fective
corporate
action
to
be
ratified;
and
(4)
That
the
board
of
directors
approves
the
ratification
of
the
defec-
tive
corporate
action.
(b)
In
the
event
that
a
defective
corporate
action
to
be
ratified
re-
lates
to
the
election
of
the
initial
board
of
directors
of
the
corporation
under
section
30
-
29
-
205
(a)(2),
Idaho
Code,
a
majority
of
the
persons
who,
at
the
time
of
the
ratification,
are
exercising
the
powers
of
directors,
may
take
an
action
stating:
(1)
The
name
of
the
person
or
persons
who
first
took
action
in
the
name
of
the
corporation
as
the
initial
board
of
directors
of
the
corporation;
(2)
The
earlier
of
the
date
on
which
such
persons
first
took
such
action
or
were
purported
to
have
been
elected
as
the
initial
board
of
direc-
tors;
and
(3)
That
the
ratification
of
the
election
of
such
person
or
persons
as
the
initial
board
of
directors
is
approved.
(c)
If
any
provision
of
this
chapter,
the
articles
of
incorporation
or
bylaws,
any
corporate
resolution
or
any
plan
or
agreement
to
which
the
corporation
is
a
party
in
effect
at
the
time
action
under
subsection
(a)
of
this
section
is
taken,
requires
shareholder
approval
or
would
have
required
shareholder
approval
at
the
date
of
the
occurrence
of
the
defective
corpo-
rate
action,
the
ratification
of
the
defective
corporate
action
approved
in
the
action
taken
by
the
directors
under
subsection
(a)
of
this
section
shall

11
be
submitted
to
the
shareholders
for
approval
in
accordance
with
section
30
-
29
-
148
,
Idaho
Code.
(d)
Unless
otherwise
provided
in
the
action
taken
by
the
board
of
direc-
tors
under
subsection
(a)
of
this
section,
after
the
action
by
the
board
of
directors
has
been
taken
and,
if
required,
approved
by
the
shareholders,
the
board
of
directors
may
abandon
the
ratification
at
any
time
before
the
vali-
dation
effective
time
without
further
action
of
the
shareholders.
[30
-
29
-
147,
added
2019,
ch.
90,
sec.
10,
p.
234.]
30
-
29
-
148.
ACTION
ON
RATIFICATION.
(a)
The
quorum
and
voting
require-
ments
applicable
to
a
ratifying
action
by
the
board
of
directors
under
sec-
tion
30
-
29
-
147
(a),
Idaho
Code,
shall
be
the
quorum
and
voting
requirements
applicable
to
the
corporate
action
proposed
to
be
ratified
at
the
time
such
ratifying
action
is
taken.
(b)
If
the
ratification
of
the
defective
corporate
action
requires
ap-
proval
by
the
shareholders
under
section
30
-
29
-
147
(c),
Idaho
Code,
and
if
the
approval
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
holder
of
valid
and
putative
shares,
regardless
of
whether
entitled
to
vote,
as
of
the
record
date
for
notice
of
the
meeting
and
as
of
the
date
of
the
oc-
currence
of
defective
corporate
action,
provided
that
notice
shall
not
be
required
to
be
given
to
holders
of
valid
or
putative
shares
whose
identities
or
addresses
for
notice
cannot
be
determined
from
the
records
of
the
corpo-
ration.
The
notice
must
state
that
the
purpose,
or
one
(1)
of
the
purposes,
of
the
meeting
is
to
consider
ratification
of
a
defective
corporate
action
and
must
be
accompanied
by
either
a
copy
of
the
action
taken
by
the
board
of
directors
in
accordance
with
section
30
-
29
-
147
(a),
Idaho
Code,
or
the
infor-
mation
required
by
paragraphs
(1)
through
(4)
of
subsection
(a)
of
section
30
-
29
-
147
,
Idaho
Code,
and
a
statement
that
any
claim
that
the
ratification
of
such
defective
corporate
action
and
any
putative
shares
issued
as
a
result
of
such
defective
corporate
action
should
not
be
effective,
or
should
be
ef-
fective
only
on
certain
conditions,
shall
be
brought
within
120
days
from
the
applicable
validation
effective
time.
(c)
Except
as
provided
in
subsection
(d)
of
this
section
with
respect
to
the
voting
requirements
to
ratify
the
election
of
a
director,
the
quorum
and
voting
requirements
applicable
to
the
approval
by
the
shareholders
required
by
section
30
-
29
-
147
(c),
Idaho
Code,
shall
be
the
quorum
and
voting
require-
ments
applicable
to
the
corporate
action
proposed
to
be
ratified
at
the
time
of
such
shareholder
approval.
(d)
The
approval
by
shareholders
to
ratify
the
election
of
a
director
requires
that
the
votes
cast
within
the
voting
group
favoring
such
ratifi-
cation
exceed
the
votes
cast
opposing
such
ratification
of
the
election
at
a
meeting
at
which
a
quorum
is
present.
(e)
Putative
shares
on
the
record
date
for
determining
the
sharehold-
ers
entitled
to
vote
on
any
matter
submitted
to
shareholders
under
section
30
-
29
-
147
(c),
Idaho
Code,
and
without
giving
effect
to
any
ratification
of
putative
shares
that
becomes
effective
as
a
result
of
such
vote,
shall
nei-
ther
be
entitled
to
vote
nor
counted
for
quorum
purposes
in
any
vote
to
ap-
prove
the
ratification
of
any
defective
corporate
action.
(f)
If
the
approval
under
this
section
of
putative
shares
would
result
in
an
overissue,
in
addition
to
the
approval
required
by
section
30
-
29
-
147
,
Idaho
Code,
approval
of
an
amendment
to
the
articles
of
incorporation
un-
der
part
10
of
this
chapter
to
increase
the
number
of
shares
of
an
authorized

12
class
or
series,
or
to
authorize
the
creation
of
a
class
or
series
of
shares
so
there
would
be
no
overissue,
shall
also
be
required.
[30
-
29
-
148,
added
2019,
ch.
90,
sec.
11,
p.
235.]
30
-
29
-
149.
NOTICE
REQUIREMENTS.
(a)
Unless
shareholder
approval
is
re-
quired
under
section
30
-
29
-
147
(c),
Idaho
Code,
prompt
notice
of
an
action
taken
under
section
30
-
29
-
147
,
Idaho
Code,
shall
be
given
to
each
holder
of
valid
and
putative
shares,
regardless
of
whether
entitled
to
vote,
as
of
the
date
of
such
action
by
the
board
of
directors
and
the
date
of
the
defective
corporate
action
ratified,
provided
that
notice
shall
not
be
required
to
be
given
to
holders
of
valid
and
putative
shares
whose
identities
or
addresses
for
notice
cannot
be
determined
from
the
records
of
the
corporation.
(b)
The
notice
must
contain
either
a
copy
of
the
action
taken
by
the
board
of
directors
in
accordance
with
subsection
(a)
or
(b)
of
section
30
-
29
-
147
,
Idaho
Code,
or
the
information
required
by
paragraphs
(1)
through
(4)
of
subsection
(a)
of
section
30
-
29
-
147
,
Idaho
Code,
or
paragraphs
(1)
through
(3)
of
subsection
(b)
of
section
30
-
29
-
147
,
Idaho
Code,
as
applicable;
and
a
statement
that
any
claim
that
the
ratification
of
the
defective
corporate
action
and
any
putative
shares
issued
as
a
result
of
such
defective
corpo-
rate
action
should
not
be
effective,
or
should
be
effective
only
on
certain
conditions,
shall
be
brought
within
120
days
from
the
applicable
validation
effective
time.
(c)
No
notice
under
this
section
is
required
with
respect
to
any
action
required
to
be
submitted
to
shareholders
for
approval
under
section
30
-
29
-
147
(c),
Idaho
Code,
if
notice
is
given
in
accordance
with
section
30
-
29
-
148
(b),
Idaho
Code.
(d)
A
notice
required
by
this
section
may
be
given
in
any
manner
permit-
ted
by
section
30
-
29
-
141
,
Idaho
Code,
and,
for
any
corporation
subject
to
the
reporting
requirements
of
section
13
or
15(d)
of
the
securities
exchange
act
of
1934,
may
be
given
by
means
of
a
filing
or
furnishing
of
such
notice
with
the
United
States
securities
and
exchange
commission.
[30
-
29
-
149,
added
2019,
ch.
90,
sec.
12,
p.
236.]
30
-
29
-
150.
EFFECT
OF
RATIFICATION.
From
and
after
the
validation
ef-
fective
time,
and
without
regard
to
the
one
hundred
twenty
(120)
day
period
during
which
a
claim
may
be
brought
under
section
30
-
29
-
152
,
Idaho
Code:
(a)
Each
defective
corporate
action
ratified
in
accordance
with
sec-
tion
30
-
29
-
147
,
Idaho
Code,
shall
not
be
void
or
voidable
as
a
result
of
the
failure
of
authorization
identified
in
the
action
taken
under
subsection
(a)
or
(b)
of
section
30
-
29
-
147
,
Idaho
Code,
and
shall
be
deemed
a
valid
corpo-
rate
action
effective
as
of
the
date
of
the
defective
corporate
action;
(b)
The
issuance
of
each
putative
share
or
fraction
of
a
putative
share
purportedly
issued
pursuant
to
a
defective
corporate
action
identified
in
the
action
taken
under
section
30
-
29
-
147
,
Idaho
Code,
shall
not
be
void
or
voidable,
and
each
such
putative
share
or
fraction
of
a
putative
share
shall
be
deemed
to
be
an
identical
share
or
fraction
of
a
valid
share
as
of
the
time
it
was
purportedly
issued;
and
(c)
Any
corporate
action
taken
subsequent
to
the
defective
corporate
action
ratified
in
accordance
with
sections
30
-
29
-
145
through
30
-
29
-
152
,
Idaho
Code,
in
reliance
on
such
defective
corporate
action
having
been
validly
effected
and
any
subsequent
defective
corporate
action
resulting

13
directly
or
indirectly
from
such
original
defective
corporate
action
shall
be
valid
as
of
the
time
taken.
[30
-
29
-
150,
added
2019,
ch.
90,
sec.
13,
p.
236.]
30
-
29
-
151.
FILINGS.
(a)
If
the
defective
corporate
action
ratified
under
sections
30
-
29
-
145
through
30
-
29
-
152
,
Idaho
Code,
would
have
required
under
any
other
section
of
this
chapter
a
filing
in
accordance
with
this
chapter,
then,
regardless
of
whether
a
filing
was
previously
made
in
respect
of
such
defective
corporate
action
and
in
lieu
of
a
filing
otherwise
required
by
this
chapter,
the
corporation
shall
file
articles
of
validation
in
accordance
with
this
section,
and
such
articles
of
validation
shall
serve
to
amend
or
substitute
for
any
other
filing
with
respect
to
such
defective
corporate
action
required
by
this
chapter.
(b)
The
articles
of
validation
must
set
forth:
(1)
The
defective
corporate
action
that
is
the
subject
of
the
articles
of
validation
including,
in
the
case
of
any
defective
corporate
action
involving
the
issuance
of
putative
shares,
the
number
and
type
of
putative
shares
issued,
and
the
date
or
dates
upon
which
such
putative
shares
were
purported
to
have
been
issued;
(2)
The
date
of
the
defective
corporate
action;
(3)
The
nature
of
the
failure
of
authorization
in
respect
of
the
defec-
tive
corporate
action;
(4)
A
statement
that
the
defective
corporate
action
was
ratified
in
accordance
with
section
30
-
29
-
147
,
Idaho
Code,
including
the
date
on
which
the
board
of
directors
ratified
such
defective
corporate
action
and
the
date,
if
any,
on
which
the
shareholders
approved
the
ratifica-
tion
of
such
defective
corporate
action;
and
(5)
The
information
required
by
subsection
(c)
of
this
section.
(c)
The
articles
of
validation
must
also
contain
the
following
informa-
tion:
(1)
If
a
filing
was
previously
made
in
respect
of
the
defective
corpo-
rate
action
and
no
changes
to
such
filing
are
required
to
give
effect
to
the
ratification
of
such
defective
corporate
action
in
accordance
with
section
30
-
29
-
147
,
Idaho
Code,
the
articles
of
validation
must
set
forth
the
name,
title,
and
filing
date
of
the
filing
previously
made
and
any
articles
of
correction
to
that
filing
and
a
statement
that
a
copy
of
the
filing
previously
made,
together
with
any
articles
of
correction
to
that
filing,
is
attached
as
an
exhibit
to
the
articles
of
validation;
(2)
If
a
filing
was
previously
made
in
respect
of
the
defective
corpo-
rate
action
and
such
filing
requires
any
change
to
give
effect
to
the
ratification
of
such
defective
corporate
action
in
accordance
with
sec-
tion
30
-
29
-
147
,
Idaho
Code,
the
articles
of
validation
must
set
forth
the
name,
title,
and
filing
date
of
the
filing
previously
made
and
any
articles
of
correction
to
that
filing;
a
statement
that
a
filing
con-
taining
all
of
the
information
required
to
be
included
under
the
appli-
cable
section
or
sections
of
this
chapter
to
give
effect
to
such
defec-
tive
corporate
action
is
attached
as
an
exhibit
to
the
articles
of
val-
idation;
and
the
date
and
time
that
such
filing
is
deemed
to
have
become
effective;
or
(3)
If
a
filing
was
not
previously
made
in
respect
of
the
defective
cor-
porate
action
and
the
defective
corporate
action
ratified
under
section
30
-
29
-
147
,
Idaho
Code,
would
have
required
a
filing
under
any
other
sec-
tion
of
this
chapter,
the
articles
of
validation
must
set
forth
a
state-

14
ment
that
a
filing
containing
all
of
the
information
required
to
be
in-
cluded
under
the
applicable
section
or
sections
of
this
chapter
to
give
effect
to
such
defective
corporate
action
is
attached
as
an
exhibit
to
the
articles
of
validation;
and
the
date
and
time
that
such
filing
is
deemed
to
have
become
effective.
[30
-
29
-
151,
added
2019,
ch.
90,
sec.
14,
p.
237.]
30
-
29
-
152.
JUDICIAL
PROCEEDINGS
REGARDING
VALIDITY
OF
CORPORATE
ACTIONS.
(a)
Upon
application
by
the
corporation,
any
successor
entity
to
the
corporation,
a
director
of
the
corporation,
any
shareholder,
ben-
eficial
shareholder
or
unrestricted
voting
trust
beneficial
owner
of
the
corporation,
including
any
such
shareholder,
beneficial
shareholder
or
unrestricted
voting
trust
beneficial
owner
as
of
the
date
of
the
defective
corporate
action
ratified
under
section
30
-
29
-
147
,
Idaho
Code,
or
any
other
person
claiming
to
be
substantially
and
adversely
affected
by
a
ratification
under
section
30
-
29
-
147
,
Idaho
Code,
the
Idaho
district
court
of
the
county
where
a
corporation's
principal
office
is
located,
or,
if
none
in
this
state,
Ada
county,
may:
(1)
Determine
the
validity
and
effectiveness
of
any
corporate
action
or
defective
corporate
action;
(2)
Determine
the
validity
and
effectiveness
of
any
ratification
under
section
30
-
29
-
147
,
Idaho
Code;
(3)
Determine
the
validity
of
any
putative
shares;
and
(4)
Modify
or
waive
any
of
the
procedures
specified
in
section
30
-
29
-
147
,
Idaho
Code,
or
30
-
29
-
148
,
Idaho
Code,
to
ratify
a
defective
corpo-
rate
action.
(b)
In
connection
with
an
action
under
this
section,
the
court
may
make
such
findings
or
orders,
and
take
into
account
any
factors
or
considerations
regarding
such
matters
as
it
deems
proper
under
the
circumstances.
(c)
Service
of
process
of
the
application
under
subsection
(a)
of
this
section
on
the
corporation
may
be
made
in
any
manner
provided
by
statute
of
this
state
or
by
rule
of
the
applicable
court
for
service
on
the
corporation,
and
no
other
party
need
be
joined
in
order
for
the
court
to
adjudicate
the
matter.
In
an
action
filed
by
the
corporation,
the
court
may
require
notice
of
the
action
be
provided
to
other
persons
specified
by
the
court
and
permit
such
other
persons
to
intervene
in
the
action.
(d)
Notwithstanding
any
other
provision
of
this
section
or
otherwise
under
applicable
law,
any
action
asserting
that
the
ratification
of
any
de-
fective
corporate
action
and
any
putative
shares
issued
as
a
result
of
such
defective
corporate
action
should
not
be
effective,
or
should
be
effective
only
on
certain
conditions,
shall
be
brought
within
one
hundred
twenty
(120)
days
of
the
validation
effective
time.
[30
-
29
-
152,
added
2019,
ch.
90,
sec.
15,
p.
238.]
PART
2
INCORPORATION
30
-
29
-
201.
INCORPORATORS.
One
(1)
or
more
persons
may
act
as
the
incor-
porator
or
incorporators
of
a
corporation
by
delivering
articles
of
incorpo-
ration
to
the
secretary
of
state
for
filing.
[30
-
29
-
201,
added
2015,
ch.
243,
sec.
57,
p.
905.]

15
30
-
29
-
202.
ARTICLES
OF
INCORPORATION.
(a)
The
articles
of
incorpora-
tion
must
set
forth:
(1)
A
corporate
name
for
the
corporation
that
satisfies
the
require-
ments
of
sections
30
-
21
-
301
and
30
-
21
-
302
(a),
Idaho
Code;
(2)
The
number
of
shares
the
corporation
is
authorized
to
issue;
(3)
The
information
required
by
section
30
-
21
-
404
(a),
Idaho
Code;
and
(4)
The
name
and
address
of
each
incorporator.
(b)
The
articles
of
incorporation
may
set
forth:
(1)
The
names
and
addresses
of
the
individuals
who
are
to
serve
as
the
initial
directors;
(2)
Provisions
not
inconsistent
with
law
regarding:
(i)
The
purpose
or
purposes
for
which
the
corporation
is
orga-
nized;
(ii)
Managing
the
business
and
regulating
the
affairs
of
the
cor-
poration;
(iii)
Defining,
limiting
and
regulating
the
powers
of
the
corpora-
tion,
its
board
of
directors,
and
shareholders;
(iv)
A
par
value
for
authorized
shares
or
classes
of
shares;
or
(v)
The
imposition
of
interest
holder
liability
on
shareholders;
(3)
Any
provision
that
under
this
chapter
is
required
or
permitted
to
be
set
forth
in
the
bylaws;
(4)
A
provision
eliminating
or
limiting
the
liability
of
a
director
to
the
corporation
or
its
shareholders
for
money
damages
for
any
action
taken,
or
any
failure
to
take
any
action,
as
a
director,
except
liabil-
ity
for:
(i)
The
amount
of
a
financial
benefit
received
by
a
director
to
which
the
director
is
not
entitled;
(ii)
An
intentional
infliction
of
harm
on
the
corporation
or
the
shareholders;
(iii)
A
violation
of
section
30
-
29
-
832
,
Idaho
Code;
or
(iv)
An
intentional
violation
of
criminal
law;
(5)
A
provision
permitting
or
making
obligatory
indemnification
of
a
director
for
liability,
as
defined
in
section
30
-
29
-
850
(3),
Idaho
Code,
to
any
person
for
any
action
taken,
or
any
failure
to
take
any
action,
as
a
director,
except
liability
for:
(i)
Receipt
of
a
financial
benefit
to
which
the
director
is
not
entitled;
(ii)
An
intentional
infliction
of
harm
on
the
corporation
or
its
shareholders;
(iii)
A
violation
of
section
30
-
29
-
832
,
Idaho
Code;
or
(iv)
An
intentional
violation
of
criminal
law;
and
(6)
A
provision
limiting
or
eliminating
any
duty
of
a
director
or
any
other
person
to
offer
the
corporation
the
right
to
have
or
participate
in
any,
or
one
(1)
or
more
classes
or
categories
of,
business
opportu-
nities,
before
the
pursuit
or
taking
of
the
opportunity
by
the
director
or
other
person;
provided
that
any
application
of
such
a
provision
to
an
officer
or
a
related
person
of
that
officer
also
requires
approval
of
that
application
by
the
board
of
directors,
subsequent
to
the
effective
date
of
the
provision,
by
action
of
qualified
directors
taken
in
com-
pliance
with
the
same
procedures
as
are
set
forth
in
section
30
-
29
-
862
,
Idaho
Code;
and
may
be
limited
by
the
authorizing
action
of
the
board.
(c)
The
articles
of
incorporation
need
not
set
forth
any
of
the
corpo-
rate
powers
enumerated
in
this
chapter.

16
(d)
Provisions
of
the
articles
of
incorporation
may
be
made
dependent
upon
facts
objectively
ascertainable
outside
the
articles
of
incorporation
in
accordance
with
section
30
-
29
-
120
(d),
Idaho
Code.
(e)
As
used
in
this
section,
"related
person"
has
the
meaning
specified
in
section
30
-
29
-
860
,
Idaho
Code.
[30
-
29
-
202,
added
2015,
ch.
243,
sec.
57,
p.
905;
am.
2019,
ch.
90,
sec.
16,
p.
239.]
30
-
29
-
203.
INCORPORATION.
(a)
Unless
a
delayed
effective
date
is
spec-
ified,
the
corporate
existence
begins
when
the
articles
of
incorporation
are
filed.
(b)
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.
[30
-
29
-
203,
added
2015,
ch.
243,
sec.
57,
p.
906;
am.
2019,
ch.
90,
sec.
17,
p.
240.]
30
-
29
-
204.
LIABILITY
FOR
PREINCORPORATION
TRANSACTIONS.
All
persons
purporting
to
act
as
or
on
behalf
of
a
corporation,
knowing
there
was
no
in-
corporation
under
this
chapter,
are
jointly
and
severally
liable
for
all
li-
abilities
created
while
so
acting.
[30
-
29
-
204,
added
2015,
ch.
243,
sec.
57,
p.
906;
am.
2019,
ch.
90,
sec.
18,
p.
240.]
30
-
29
-
205.
ORGANIZATION
OF
CORPORATION.
(a)
After
incorporation:
(1)
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
cor-
poration
by
appointing
officers,
adopting
bylaws,
and
carrying
on
any
other
business
brought
before
the
meeting;
or
(2)
If
initial
directors
are
not
named
in
the
articles
of
incorpora-
tion,
the
incorporator
or
incorporators
shall
hold
an
organizational
meeting
at
the
call
of
a
majority
of
the
incorporators:
(i)
To
elect
initial
directors
and
complete
the
organization
of
the
corporation;
or
(ii)
To
elect
a
board
of
directors,
who
shall
complete
the
organi-
zation
of
the
corporation.
(b)
Action
required
or
permitted
by
this
chapter
to
be
taken
by
incor-
porators
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.
(c)
An
organizational
meeting
may
be
held
in
or
out
of
this
state.
[30
-
29
-
205,
added
2015,
ch.
243,
sec.
57,
p.
907;
am.
2019,
ch.
90,
sec.
19,
p.
240.]
30
-
29
-
206.
BYLAWS.
(a)
The
incorporators
or
board
of
directors
of
a
corporation
shall
adopt
initial
bylaws
for
the
corporation.
(b)
The
bylaws
of
a
corporation
may
contain
any
provision
that
is
not
inconsistent
with
law
or
the
articles
of
incorporation.

17
(c)
The
bylaws
may
contain
one
(1)
or
both
of
the
following
provisions:
(1)
A
requirement
that
if
the
corporation
solicits
proxies
or
consents
with
respect
to
an
election
of
directors,
the
corporation
include
in
its
proxy
statement
and
any
form
of
its
proxy
or
consent,
to
the
extent
and
subject
to
such
procedures
or
conditions
as
are
provided
in
the
bylaws,
one
(1)
or
more
individuals
nominated
by
a
shareholder
in
addition
to
individuals
nominated
by
the
board
of
directors;
and
(2)
A
requirement
that
the
corporation
reimburse
the
expenses
incurred
by
a
shareholder
in
soliciting
proxies
or
consents
in
connection
with
an
election
of
directors,
to
the
extent
and
subject
to
such
procedures
and
conditions
as
are
provided
in
the
bylaws,
provided
that
no
bylaw
so
adopted
shall
apply
to
elections
for
which
any
record
date
precedes
its
adoption.
(d)
Notwithstanding
section
30
-
29
-
1020
(b)(2),
Idaho
Code,
the
share-
holders
in
amending,
repealing,
or
adopting
a
bylaw
described
in
subsection
(c)
of
this
section
may
not
limit
the
authority
of
the
board
of
directors
to
amend
or
repeal
any
condition
or
procedure
set
forth
in
or
to
add
any
proce-
dure
or
condition
to
such
a
bylaw
to
provide
for
a
reasonable,
practical,
and
orderly
process.
[30
-
29
-
206,
added
2015,
ch.
243,
sec.
57,
p.
907;
am.
2019,
ch.
90,
sec.
20,
p.
240.]
30
-
29
-
207.
EMERGENCY
BYLAWS.
(a)
Unless
the
articles
of
incorporation
provide
otherwise,
the
board
of
directors
may
adopt
bylaws
to
be
effective
only
in
an
emergency
defined
in
subsection
(d)
of
this
section.
The
emer-
gency
bylaws,
which
are
subject
to
amendment
or
repeal
by
the
shareholders,
may
make
all
provisions
necessary
for
managing
the
corporation
during
the
emergency,
including:
(1)
Procedures
for
calling
a
meeting
of
the
board
of
directors;
(2)
Quorum
requirements
for
the
meeting;
and
(3)
Designation
of
additional
or
substitute
directors.
(b)
All
provisions
of
the
regular
bylaws
not
inconsistent
with
the
emergency
bylaws
remain
effective
during
the
emergency.
The
emergency
bylaws
are
not
effective
after
the
emergency
ends.
(c)
Corporate
action
taken
in
good
faith
in
accordance
with
the
emer-
gency
bylaws:
(1)
Binds
the
corporation;
and
(2)
May
not
be
used
to
impose
liability
on
a
director,
officer,
employee
or
agent
of
the
corporation.
(d)
An
emergency
exists
for
purposes
of
this
section
if
a
quorum
of
the
board
of
directors
cannot
readily
be
assembled
because
of
some
catastrophic
event.
[30
-
29
-
207,
added
2015,
ch.
243,
sec.
57,
p.
907;
am.
2019,
ch.
90,
sec.
21,
p.
241.]
30
-
29
-
208.
FORUM
SELECTION
PROVISIONS.
(a)
The
articles
of
incorpo-
ration
or
the
bylaws
may
require
that
any
or
all
internal
corporate
claims
shall
be
brought
exclusively
in
any
specified
court
or
courts
of
this
state
and,
if
so
specified,
in
any
additional
courts
in
this
state
or
in
any
other
jurisdictions
with
which
the
corporation
has
a
reasonable
relationship.
(b)
A
provision
of
the
articles
of
incorporation
or
bylaws
adopted
un-
der
subsection
(a)
of
this
section
shall
not
have
the
effect
of
conferring

18
jurisdiction
on
any
court
or
over
any
person
or
claim,
and
shall
not
apply
if
none
of
the
courts
specified
by
such
provision
has
the
requisite
personal
and
subject
matter
jurisdiction.
If
the
court
or
courts
of
this
state
specified
in
a
provision
adopted
under
subsection
(a)
of
this
section
do
not
have
the
requisite
personal
and
subject
matter
jurisdiction
and
another
court
of
this
state
does
have
such
jurisdiction,
then
the
internal
corporate
claim
may
be
brought
in
such
other
court
of
this
state,
notwithstanding
that
such
other
court
of
this
state
is
not
specified
in
such
provision,
and
in
any
other
court
specified
in
such
provision
that
has
the
requisite
jurisdiction.
(c)
No
provision
of
the
articles
of
incorporation
or
the
bylaws
may
pro-
hibit
bringing
an
internal
corporate
claim
in
the
courts
of
this
state
or
re-
quire
such
claims
to
be
determined
by
arbitration.
(d)
As
used
in
this
section,
"internal
corporate
claim"
means
any
claim
that
is
based
upon
a
violation
of
a
duty
under
the
laws
of
this
state
by
a
current
or
former
director,
officer,
or
shareholder
in
such
capacity;
any
derivative
action
or
proceeding
brought
on
behalf
of
the
corporation;
any
action
asserting
a
claim
arising
pursuant
to
any
provision
of
this
chapter
or
the
articles
of
incorporation
or
bylaws;
or
any
action
asserting
a
claim
gov-
erned
by
the
internal
affairs
doctrine
that
is
not
included
in
this
section.
[30
-
29
-
208,
added
2019,
ch.
90,
sec.
22,
p.
241.]
PART
3
PURPOSES
AND
POWERS
30
-
29
-
301.
PURPOSES.
(a)
Every
corporation
incorporated
under
this
chapter
has
the
purpose
of
engaging
in
any
lawful
business
unless
a
more
limited
purpose
is
set
forth
in
the
articles
of
incorporation.
(b)
A
corporation
engaging
in
a
business
that
is
subject
to
regulation
under
another
statute
of
this
state
may
incorporate
under
this
chapter
only
if
permitted
by,
and
subject
to
all
limitations
of,
the
other
statute.
[30
-
29
-
301,
added
2015,
ch.
243,
sec.
58,
p.
907;
am.
2019,
ch.
90,
sec.
23,
p.
242.]
30
-
29
-
302.
GENERAL
POWERS.
Unless
its
articles
of
incorporation
pro-
vide
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
business
and
affairs,
including
power:
(a)
To
sue
and
be
sued,
complain
and
defend
in
its
corporate
name;
(b)
To
have
a
corporate
seal,
which
may
be
altered
at
will,
and
to
use
it,
or
a
facsimile
of
it,
by
impressing
or
affixing
it
or
in
any
other
manner
reproducing
it;
(c)
To
make
and
amend
bylaws,
not
inconsistent
with
its
articles
of
in-
corporation
or
with
the
laws
of
this
state,
for
managing
the
business
and
regulating
the
affairs
of
the
corporation;
(d)
To
purchase,
receive,
lease,
or
otherwise
acquire,
and
own,
hold,
improve,
use,
and
otherwise
deal
with
real
or
personal
property,
or
any
legal
or
equitable
interest
in
property
wherever
located;
(e)
To
sell,
convey,
mortgage,
pledge,
lease,
exchange,
and
otherwise
dispose
of
all
or
any
part
of
its
property;
(f)
To
purchase,
receive,
subscribe
for,
or
otherwise
acquire;
own,
hold,
vote,
use,
sell,
mortgage,
lend,
pledge,
or
otherwise
dispose
of;
and

19
deal
in
and
with
shares
or
other
interests
in,
or
obligations
of,
any
other
entity;
(g)
To
make
contracts
and
guarantees,
incur
liabilities,
borrow
money,
issue
its
notes,
bonds,
and
other
securities
and
obligations,
which
may
be
convertible
into
or
include
the
option
to
purchase
other
securities
of
the
corporation,
and
secure
any
of
its
obligations
by
mortgage
or
pledge
of
any
of
its
property,
franchises
or
income;
(h)
To
lend
money,
invest
and
reinvest
its
funds,
and
receive
and
hold
real
and
personal
property
as
security
for
repayment;
(i)
To
be
a
promoter,
partner,
member,
associate
or
manager
of
any
part-
nership,
joint
venture,
trust
or
other
entity;
(j)
To
conduct
its
business,
locate
offices,
and
exercise
the
powers
granted
by
this
chapter
within
or
without
this
state;
(k)
To
elect
directors
and
appoint
officers,
employees,
and
agents
of
the
corporation,
define
their
duties,
fix
their
compensation,
and
lend
them
money
and
credit;
(l)
To
pay
pensions
and
establish
pension
plans,
pension
trusts,
profit
-
sharing
plans,
share
bonus
plans,
share
option
plans,
and
benefit
or
incentive
plans
for
any
or
all
of
its
current
or
former
directors,
officers,
employees
and
agents;
(m)
To
make
donations
for
the
public
welfare
or
for
charitable,
scien-
tific,
or
educational
purposes;
(n)
To
transact
any
lawful
business
that
will
aid
governmental
policy;
and
(o)
To
make
payments
or
donations,
or
do
any
other
act,
not
inconsistent
with
law,
that
furthers
the
business
and
affairs
of
the
corporation.
[30
-
29
-
302,
added
2015,
ch.
243,
sec.
58,
p.
908;
am.
2019,
ch.
90,
sec.
24,
p.
242.]
30
-
29
-
303.
EMERGENCY
POWERS.
(a)
In
anticipation
of
or
during
an
emer-
gency
defined
in
subsection
(d)
of
this
section,
the
board
of
directors
of
a
corporation
may:
(1)
Modify
lines
of
succession
to
accommodate
the
incapacity
of
any
di-
rector,
officer,
employee
or
agent;
and
(2)
Relocate
the
principal
office,
designate
alternative
principal
of-
fices
or
regional
offices,
or
authorize
the
officers
to
do
so.
(b)
During
an
emergency
defined
in
subsection
(d)
of
this
section,
un-
less
emergency
bylaws
provide
otherwise:
(1)
Notice
of
a
meeting
of
the
board
of
directors
need
be
given
only
to
those
directors
whom
it
is
practicable
to
reach
and
may
be
given
in
any
practicable
manner;
and
(2)
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
neces-
sary
to
achieve
a
quorum.
(c)
Corporate
action
taken
in
good
faith
during
an
emergency
under
this
section
to
further
the
ordinary
business
affairs
of
the
corporation:
(1)
Binds
the
corporation;
and
(2)
May
not
be
used
to
impose
liability
on
a
director,
officer,
employee
or
agent.
(d)
An
emergency
exists
for
purposes
of
this
section
if
a
quorum
of
the
board
of
directors
cannot
readily
be
assembled
because
of
some
catastrophic
event.

20
[30
-
29
-
303,
added
2015,
ch.
243,
sec.
58,
p.
908;
am.
2019,
ch.
90,
sec.
25,
p.
243.]
30
-
29
-
304.
LACK
OF
POWER
TO
ACT.
(a)
Except
as
provided
in
subsection
(b)
of
this
section,
the
validity
of
corporate
action
may
not
be
challenged
on
the
ground
that
the
corporation
lacks
or
lacked
power
to
act.
(b)
A
corporation's
power
to
act
may
be
challenged:
(1)
In
a
proceeding
by
a
shareholder
against
the
corporation
to
enjoin
the
act;
(2)
In
a
proceeding
by
the
corporation,
directly,
derivatively
or
through
a
receiver,
trustee
or
other
legal
representative,
against
an
incumbent
or
former
director,
officer,
employee
or
agent
of
the
corporation;
or
(3)
In
a
proceeding
by
the
attorney
general
under
section
30
-
29
-
1430
,
Idaho
Code.
(c)
In
a
shareholder's
proceeding
under
subsection
(b)(1)
of
this
sec-
tion
to
enjoin
an
unauthorized
corporate
act,
the
court
may
enjoin
or
set
aside
the
act,
if
equitable
and
if
all
affected
persons
are
parties
to
the
proceeding,
and
may
award
damages
for
loss,
other
than
anticipated
profits,
suffered
by
the
corporation
or
another
party
because
of
enjoining
the
unau-
thorized
act.
[30
-
29
-
304,
added
2015,
ch.
243,
sec.
58,
p.
909;
am.
2019,
ch.
90,
sec.
26,
p.
243.]
PART
6
SHARES
AND
DISTRIBUTIONS
30
-
29
-
601.
AUTHORIZED
SHARES.
(a)
The
articles
of
incorporation
must
set
forth
any
classes
of
shares
and
series
of
shares
within
a
class,
and
the
number
of
shares
of
each
class
and
series,
that
the
corporation
is
autho-
rized
to
issue.
If
more
than
one
(1)
class
or
series
of
shares
is
authorized,
the
articles
of
incorporation
must
prescribe
a
distinguishing
designation
for
each
class
or
series
and
before
the
issuance
of
shares
of
a
class
or
se-
ries,
describe
the
terms,
including
the
preferences,
rights
and
limitations
of
that
class
or
series.
Except
to
the
extent
varied
as
permitted
by
this
section,
all
shares
of
a
class
or
series
must
have
terms,
including
prefer-
ences,
rights
and
limitations,
that
are
identical
with
those
of
other
shares
of
the
same
class
or
series.
(b)
The
articles
of
incorporation
must
authorize:
(1)
One
(1)
or
more
classes
or
series
of
shares
that
together
have
full
voting
rights;
and
(2)
One
(1)
or
more
classes
or
series
of
shares,
which
may
be
the
same
class,
classes,
or
series
as
those
with
voting
rights,
that
together
are
entitled
to
receive
the
net
assets
of
the
corporation
upon
dissolution.
(c)
The
articles
of
incorporation
may
authorize
one
(1)
or
more
classes
or
series
of
shares
that:
(1)
Have
special,
conditional
or
limited
voting
rights,
or
no
right
to
vote,
except
to
the
extent
otherwise
provided
by
this
chapter;
(2)
Are
redeemable
or
convertible
as
specified
in
the
articles
of
in-
corporation:
(i)
At
the
option
of
the
corporation,
the
shareholder,
or
another
person
or
upon
the
occurrence
of
a
specified
event;
(ii)
For
cash,
indebtedness,
securities
or
other
property;
and

21
(iii)
At
prices
and
in
amounts
specified
or
determined
in
accor-
dance
with
a
formula;
(3)
Entitle
the
holders
to
distributions
calculated
in
any
manner,
in-
cluding
dividends
that
may
be
cumulative,
noncumulative
or
partially
cumulative;
or
(4)
Have
preference
over
any
other
class
or
series
of
shares
with
re-
spect
to
distributions,
including
distributions
upon
the
dissolution
of
the
corporation.
(d)
Terms
of
shares
may
be
made
dependent
upon
facts
objectively
ascer-
tainable
outside
the
articles
of
incorporation
in
accordance
with
section
30
-
29
-
120
(d),
Idaho
Code.
(e)
Any
of
the
terms
of
shares
may
vary
among
holders
of
the
same
class
or
series
so
long
as
such
variations
are
expressly
set
forth
in
the
articles
of
incorporation.
(f)
The
description
of
the
preferences,
rights
and
limitations
of
classes
or
series
of
shares
in
subsection
(c)
of
this
section
is
not
exhaus-
tive.
[30
-
29
-
601,
added
2015,
ch.
243,
sec.
61,
p.
909;
am.
2019,
ch.
90,
sec.
27,
p.
244.]
30
-
29
-
602.
TERMS
OF
CLASS
OR
SERIES
DETERMINED
BY
BOARD
OF
DIREC-
TORS.
(a)
If
the
articles
of
incorporation
so
provide,
the
board
of
directors
is
authorized,
without
shareholder
approval,
to:
(1)
Classify
any
unissued
shares
into
one
(1)
or
more
classes
or
into
one
(1)
or
more
series
within
a
class;
(2)
Reclassify
any
unissued
shares
of
any
class
into
one
(1)
or
more
classes
or
into
one
(1)
or
more
series
within
one
(1)
or
more
classes;
or
(3)
Reclassify
any
unissued
shares
of
any
series
of
any
class
into
one
(1)
or
more
classes
or
into
one
(1)
or
more
series
within
a
class.
(b)
If
the
board
of
directors
acts
pursuant
to
subsection
(a)
of
this
section,
it
shall
determine
the
terms,
including
the
preferences,
rights,
and
limitations,
to
the
same
extent
permitted
under
section
30
-
29
-
601
,
Idaho
Code,
of:
(1)
Any
class
of
shares
before
the
issuance
of
any
shares
of
that
class;
or
(2)
Any
series
within
a
class
before
the
issuance
of
any
shares
of
that
series.
(c)
Before
issuing
any
shares
of
a
class
or
series
created
under
this
section,
the
corporation
shall
deliver
to
the
secretary
of
state
for
filing
articles
of
amendment
setting
forth
the
terms
determined
under
subsection
(a)
of
this
section.
[30
-
29
-
602,
added
2015,
ch.
243,
sec.
61,
p.
910;
am.
2019,
ch.
90,
sec.
28,
p.
244.]
30
-
29
-
603.
ISSUED
AND
OUTSTANDING
SHARES.
(a)
A
corporation
may
issue
the
number
of
shares
of
each
class
or
series
authorized
by
the
articles
of
incorporation.
Shares
that
are
issued
are
outstanding
shares
until
they
are
reacquired,
redeemed,
converted,
or
canceled.
(b)
The
reacquisition,
redemption,
or
conversion
of
outstanding
shares
is
subject
to
the
limitations
of
subsection
(c)
of
this
section
and
to
sec-
tion
30
-
29
-
640
,
Idaho
Code.

22
(c)
At
all
times
that
shares
of
the
corporation
are
outstanding,
one
(1)
or
more
shares
that
together
have
full
voting
rights
and
one
(1)
or
more
shares
that
together
are
entitled
to
receive
the
net
assets
of
the
corpora-
tion
upon
dissolution
must
be
outstanding.
[30
-
29
-
603,
added
2015,
ch.
243,
sec.
61,
p.
911;
am.
2019,
ch.
90,
sec.
29,
p.
245.]
30
-
29
-
604.
FRACTIONAL
SHARES.
(a)
A
corporation
may
issue
fractions
of
a
share
or,
in
lieu
of
doing
so,
may:
(1)
Pay
in
cash
the
value
of
fractions
of
a
share;
(2)
Issue
scrip
in
registered
or
bearer
form
entitling
the
holder
to
re-
ceive
a
full
share
upon
surrendering
enough
scrip
to
equal
a
full
share;
or
(3)
Arrange
for
disposition
of
fractional
shares
by
the
holders
of
such
shares.
(b)
Each
certificate
representing
scrip
must
be
conspicuously
labeled
"scrip"
and
must
contain
the
information
required
by
section
30
-
29
-
625
(b),
Idaho
Code.
(c)
The
holder
of
a
fractional
share
is
entitled
to
exercise
the
rights
of
a
shareholder,
including
the
rights
to
vote,
to
receive
dividends,
and
to
receive
distributions
upon
dissolution.
The
holder
of
scrip
is
not
entitled
to
any
of
these
rights
unless
the
scrip
provides
for
them.
(d)
The
board
of
directors
may
authorize
the
issuance
of
scrip
subject
to
any
condition,
including
that:
(1)
The
scrip
will
become
void
if
not
exchanged
for
full
shares
before
a
specified
date;
and
(2)
The
shares
for
which
the
scrip
is
exchangeable
may
be
sold
and
the
proceeds
paid
to
the
scripholders.
[30
-
29
-
604,
added
2015,
ch.
243,
sec.
61,
p.
911;
am.
2019,
ch.
90,
sec.
30,
p.
245.]
30
-
29
-
620.
SUBSCRIPTION
FOR
SHARES
BEFORE
INCORPORATION.
(a)
A
sub-
scription
for
shares
entered
into
before
incorporation
is
irrevocable
for
six
(6)
months
unless
the
subscription
agreement
provides
a
longer
or
shorter
period
or
all
the
subscribers
agree
to
revocation.
(b)
The
board
of
directors
may
determine
the
payment
terms
of
subscrip-
tions
for
shares
that
were
entered
into
before
incorporation,
unless
the
subscription
agreement
specifies
them.
A
call
for
payment
by
the
board
of
directors
must
be
uniform
so
far
as
practicable
as
to
all
shares
of
the
same
class
or
series,
unless
the
subscription
agreement
specifies
otherwise.
(c)
Shares
issued
pursuant
to
subscriptions
entered
into
before
incor-
poration
are
fully
paid
and
nonassessable
when
the
corporation
receives
the
consideration
specified
in
the
subscription
agreement,
provided
that
such
consideration
meets
the
requirements
of
section
30
-
29
-
621
(b),
Idaho
Code.
(d)
If
a
subscriber
defaults
in
payment
of
cash
or
property
under
a
subscription
agreement
entered
into
before
incorporation,
the
corporation
may
collect
the
amount
owed
as
any
other
debt.
Alternatively,
unless
the
subscription
agreement
provides
otherwise,
the
corporation
may
rescind
the
agreement
and
may
sell
the
shares
if
the
debt
remains
unpaid
for
more
than
twenty
(20)
days
after
the
corporation
delivers
a
written
demand
for
payment
to
the
subscriber.

23
(e)
A
subscription
for
stock
of
a
corporation,
whether
made
before
or
after
the
formation
of
a
corporation,
shall
not
be
enforceable
against
the
subscriber
or
the
corporation,
unless
in
writing
and
signed
by
the
party
to
be
bound.
[30
-
29
-
620,
added
2015,
ch.
243,
sec.
61,
p.
911;
am.
2019,
ch.
90,
sec.
31,
p.
246.]
30
-
29
-
621.
ISSUANCE
OF
SHARES.
(a)
The
powers
granted
in
this
section
to
the
board
of
directors
may
be
reserved
to
the
shareholders
by
the
articles
of
incorporation.
(b)
The
board
of
directors
may
authorize
shares
to
be
issued
for
consid-
eration
consisting
of
any
tangible
or
intangible
property
or
benefit
to
the
corporation,
including
cash,
promissory
notes,
services
performed,
or
other
securities
of
the
corporation.
(c)
Before
the
corporation
issues
shares,
the
board
of
directors
shall
determine
that
the
consideration
received
or
to
be
received
for
shares
to
be
issued
is
adequate.
That
determination
by
the
board
of
directors
is
con-
clusive
insofar
as
the
adequacy
of
consideration
for
the
issuance
of
shares
relates
to
whether
the
shares
are
validly
issued,
fully
paid
and
nonassess-
able.
(d)
When
the
corporation
receives
the
consideration
for
which
the
board
of
directors
authorized
the
issuance
of
shares,
the
shares
issued
therefor
are
fully
paid
and
nonassessable.
(e)
The
corporation
may
place
in
escrow
shares
issued
for
a
promissory
note,
or
make
other
arrangements
to
restrict
the
transfer
of
the
shares,
and
may
credit
distributions
in
respect
of
the
shares
against
their
purchase
price,
until
the
services
are
performed,
the
benefits
are
received,
or
the
note
is
paid.
If
the
note
is
not
paid,
the
shares
escrowed
or
restricted
and
the
distributions
credited
may
be
canceled
in
whole
or
part.
(f)
(1)
An
issuance
of
shares
or
other
securities
convertible
into
or
rights
exercisable
for
shares,
in
a
transaction
or
a
series
of
integrated
transactions,
requires
approval
of
the
shareholders,
at
a
meeting
at
which
a
quorum
consisting
of
a
majority,
or
such
greater
number
as
the
articles
of
incorporation
may
prescribe,
of
the
votes
entitled
to
be
cast
on
the
matter
exists,
if:
(i)
The
shares,
other
securities,
or
rights
are
to
be
issued
for
consideration
other
than
cash
or
cash
equivalents;
and
(ii)
The
voting
power
of
shares
that
are
issued
and
issuable
as
a
result
of
the
transaction
or
series
of
integrated
transactions
will
comprise
more
than
twenty
percent
(20%)
of
the
voting
power
of
the
shares
of
the
corporation
that
were
outstanding
immediately
before
the
transaction.
(2)
In
this
subsection:
(i)
For
purposes
of
determining
the
voting
power
of
shares
is-
sued
and
issuable
as
a
result
of
a
transaction
or
series
of
inte-
grated
transactions,
the
voting
power
of
shares,
or
other
securi-
ties
convertible
into
or
rights
exercisable
for
shares,
shall
be
the
greater
of:
(A)
The
voting
power
of
the
shares
to
be
issued;
or
(B)
The
voting
power
of
the
shares
that
would
be
outstanding
after
giving
effect
to
the
conversion
of
convertible
shares
and
other
securities
and
the
exercise
of
rights
to
be
issued.

24
(ii)
A
series
of
transactions
is
integrated
only
if
consummation
of
one
(1)
transaction
is
made
contingent
on
consummation
of
one
(1)
or
more
of
the
other
transactions.
[30
-
29
-
621,
added
2015,
ch.
243,
sec.
61,
p.
912;
am.
2019,
ch.
90,
sec.
32,
p.
246.]
30
-
29
-
622.
LIABILITY
OF
SHAREHOLDERS.
(a)
A
purchaser
from
a
corpo-
ration
of
the
corporation's
own
shares
is
not
liable
to
the
corporation
or
its
creditors
with
respect
to
the
shares
except
to
pay
the
consideration
for
which
the
shares
were
authorized
to
be
issued
or
specified
in
the
subscrip-
tion
agreement.
(b)
A
shareholder
of
a
corporation
is
not
personally
liable
for
any
lia-
bilities
of
the
corporation,
including
liabilities
arising
from
acts
of
the
corporation,
except
to
the
extent
provided
in
a
provision
of
the
articles
of
incorporation
permitted
by
section
30
-
29
-
202
(b)(2)(v),
Idaho
Code,
and
that
a
shareholder
may
become
personally
liable
by
reason
of
the
shareholder's
own
acts
or
conduct.
[30
-
29
-
622,
added
2015,
ch.
243,
sec.
61,
p.
912;
am.
2019,
ch.
90,
sec.
33,
p.
247.]
30
-
29
-
623.
SHARE
DIVIDENDS.
(a)
Unless
the
articles
of
incorporation
provide
otherwise,
shares
may
be
issued
pro
rata
and
without
consideration
to
the
corporation's
shareholders
or
to
the
shareholders
of
one
(1)
or
more
classes
or
series
of
shares.
An
issuance
of
shares
under
this
subsection
is
a
share
dividend.
(b)
Shares
of
one
(1)
class
or
series
may
not
be
issued
as
a
share
divi-
dend
in
respect
of
shares
of
another
class
or
series
unless:
(1)
The
articles
of
incorporation
so
authorize;
(2)
A
majority
of
the
votes
entitled
to
be
cast
by
the
class
or
series
to
be
issued
approve
the
issue;
or
(3)
There
are
no
outstanding
shares
of
the
class
or
series
to
be
issued.
(c)
The
board
of
directors
may
fix
the
record
date
for
determining
shareholders
entitled
to
a
share
dividend,
which
date
may
not
be
retroac-
tive.
(d)
If
the
board
of
directors
does
not
fix
the
record
date
for
determin-
ing
shareholders
entitled
to
a
share
dividend,
the
record
date
is
the
date
the
board
of
directors
authorizes
the
share
dividend.
[30
-
29
-
623,
added
2015,
ch.
243,
sec.
61,
p.
913;
am.
2019,
ch.
90,
sec.
34,
p.
247.]
30
-
29
-
624.
SHARE
RIGHTS,
OPTIONS,
WARRANTS,
AND
AWARDS.
(a)
A
corpo-
ration
may
issue
rights,
options,
or
warrants
for
the
purchase
of
shares
or
other
securities
of
the
corporation.
The
board
of
directors
shall
deter-
mine:
(1)
The
terms
and
conditions
upon
which
the
rights,
options,
or
war-
rants
are
issued;
and
(2)
The
terms,
including
the
consideration
for
which
the
shares
or
other
securities
are
to
be
issued.
The
authorization
by
the
board
of
directors
for
the
corporation
to
issue
such
rights,
options,
or
war-
rants
constitutes
authorization
of
the
issuance
of
the
shares
or
other
securities
for
which
the
rights,
options,
or
warrants
are
exercisable.

25
(b)
The
terms
and
conditions
of
such
rights,
options,
or
warrants
may
include
restrictions
or
conditions
that:
(1)
Preclude
or
limit
the
exercise,
transfer
or
receipt
of
such
rights,
options,
or
warrants
by
any
person
or
persons
owning
or
offering
to
acquire
a
specified
number
or
percentage
of
the
outstanding
shares
or
other
securities
of
the
corporation
or
by
any
transferee
or
transferees
of
any
such
person
or
persons;
or
(2)
Invalidate
or
void
such
rights,
options,
or
warrants
held
by
any
such
person
or
persons
or
any
such
transferee
or
transferees.
(c)
The
board
of
directors
may
authorize
one
(1)
or
more
officers
to:
(1)
Designate
the
recipients
of
rights,
options,
warrants,
or
other
eq-
uity
compensation
awards
that
involve
the
issuance
of
shares;
and
(2)
Determine,
within
an
amount
and
subject
to
any
other
limitations
established
by
the
board
of
directors
and,
if
applicable,
the
share-
holders,
the
number
of
such
rights,
options,
warrants,
or
other
equity
compensation
awards
and
the
terms
of
such
rights,
options,
warrants,
or
awards
to
be
received
by
the
recipients,
provided
that
an
officer
may
not
use
such
authority
to
designate
himself
or
herself
or
any
other
per-
sons
as
the
board
of
directors
may
specify
as
a
recipient
of
such
rights,
options,
warrants,
or
other
equity
compensation
awards.
[30
-
29
-
624,
added
2015,
ch.
243,
sec.
61,
p.
913;
am.
2019,
ch.
90,
sec.
35,
p.
248.]
30
-
29
-
625.
FORM
AND
CONTENT
OF
CERTIFICATES.
(a)
Shares
may
but
need
not
be
represented
by
certificates.
Unless
this
chapter
or
another
statute
expressly
provides
otherwise,
the
rights
and
obligations
of
shareholders
are
identical
regardless
of
whether
their
shares
are
represented
by
certifi-
cates.
(b)
At
a
minimum
each
share
certificate
must
state
on
its
face:
(1)
The
name
of
the
corporation
and
that
it
is
organized
under
the
law
of
this
state;
(2)
The
name
of
the
person
to
whom
issued;
and
(3)
The
number
and
class
of
shares
and
the
designation
of
the
series,
if
any,
the
certificate
represents.
(c)
If
the
corporation
is
authorized
to
issue
different
classes
of
shares
or
series
of
shares
within
a
class,
the
front
or
back
of
each
certifi-
cate
must
summarize
the
rights,
preferences,
and
limitations
applicable
to
each
class
and
series;
any
variations
in
rights,
preferences,
and
lim-
itations
among
the
holders
of
the
same
class
or
series;
and
the
authority
of
the
board
of
directors
to
determine
terms
of
future
classes
or
series.
Alternatively,
each
certificate
may
state
conspicuously
on
its
front
or
back
that
the
corporation
will
furnish
the
shareholder
this
information
on
request
in
writing
and
without
charge.
(d)
Each
share
certificate
must
be
signed
by
two
(2)
officers
desig-
nated
in
the
bylaws
or
by
the
board
of
directors.
(e)
If
the
person
who
signed
a
share
certificate
no
longer
holds
office
when
the
certificate
is
issued,
the
certificate
is
nevertheless
valid.
[30
-
29
-
625,
added
2015,
ch.
243,
sec.
61,
p.
913;
am.
2019,
ch.
90,
sec.
36,
p.
248.]
30
-
29
-
626.
SHARES
WITHOUT
CERTIFICATES.
(a)
Unless
the
articles
of
in-
corporation
or
bylaws
provide
otherwise,
the
board
of
directors
of
a
corpo-

26
ration
may
authorize
the
issuance
of
some
or
all
of
the
shares
of
any
or
all
of
its
classes
or
series
without
certificates.
The
authorization
does
not
af-
fect
shares
already
represented
by
certificates
until
they
are
surrendered
to
the
corporation.
(b)
Within
a
reasonable
time
after
the
issuance
or
transfer
of
shares
without
certificates,
the
corporation
shall
deliver
to
the
shareholder
a
written
statement
of
the
information
required
on
certificates
by
section
30
-
29
-
625
(b)
and
(c),
Idaho
Code,
and,
if
applicable,
section
30
-
29
-
627
,
Idaho
Code.
[30
-
29
-
626,
added
2015,
ch.
243,
sec.
61,
p.
914;
am.
2019,
ch.
90,
sec.
37,
p.
249.]
30
-
29
-
627.
RESTRICTION
ON
TRANSFER
OF
SHARES.
(a)
The
articles
of
incorporation,
the
bylaws,
an
agreement
among
shareholders,
or
an
agree-
ment
between
shareholders
and
the
corporation
may
impose
restrictions
on
the
transfer
or
registration
of
transfer
of
shares
of
the
corporation.
A
restriction
does
not
affect
shares
issued
before
the
restriction
was
adopted
unless
the
holders
of
the
shares
are
parties
to
the
restriction
agreement
or
voted
in
favor
of
the
restriction.
(b)
A
restriction
on
the
transfer
or
registration
of
transfer
of
shares
is
valid
and
enforceable
against
the
holder
or
a
transferee
of
the
holder
if
the
restriction
is
authorized
by
this
section
and
its
existence
is
noted
con-
spicuously
on
the
front
or
back
of
the
certificate
or
is
contained
in
the
in-
formation
statement
required
by
section
30
-
29
-
626
(b),
Idaho
Code.
Unless
so
noted
or
contained,
a
restriction
is
not
enforceable
against
a
person
with-
out
knowledge
of
the
restriction.
(c)
A
restriction
on
the
transfer
or
registration
of
transfer
of
shares
is
authorized:
(1)
To
maintain
the
corporation's
status
when
it
is
dependent
on
the
number
or
identity
of
its
shareholders;
(2)
To
preserve
exemptions
under
federal
or
state
securities
law;
or
(3)
For
any
other
reasonable
purpose.
(d)
A
restriction
on
the
transfer
or
registration
of
transfer
of
shares
may:
(1)
Obligate
the
shareholder
first
to
offer
the
corporation
or
other
persons,
separately,
consecutively,
or
simultaneously,
an
opportunity
to
acquire
the
restricted
shares;
(2)
Obligate
the
corporation
or
other
persons,
separately,
consecu-
tively,
or
simultaneously,
to
acquire
the
restricted
shares;
(3)
Require
the
corporation,
the
holders
of
any
class
or
series
of
its
shares,
or
other
persons
to
approve
the
transfer
of
the
restricted
shares,
if
the
requirement
is
not
manifestly
unreasonable;
or
(4)
Prohibit
the
transfer
of
the
restricted
shares
to
designated
per-
sons
or
classes
of
persons,
if
the
prohibition
is
not
manifestly
unrea-
sonable.
(e)
For
purposes
of
this
section,
"shares"
includes
a
security
convert-
ible
into
or
carrying
a
right
to
subscribe
for
or
acquire
shares.
[30
-
29
-
627,
added
2015,
ch.
243,
sec.
61,
p.
914;
am.
2019,
ch.
90,
sec.
38,
p.
249.]
30
-
29
-
630.
SHAREHOLDERS'
PREEMPTIVE
RIGHTS.
(a)
The
shareholders
of
a
corporation
do
not
have
a
preemptive
right
to
acquire
the
corporation's

27
unissued
shares
except
to
the
extent
the
articles
of
incorporation
so
pro-
vide.
(b)
A
statement
included
in
the
articles
of
incorporation
that
"the
corporation
elects
to
have
preemptive
rights,"
or
words
of
similar
effect,
means
that
the
following
principles
apply
except
to
the
extent
the
articles
of
incorporation
expressly
provide
otherwise:
(1)
The
shareholders
of
the
corporation
have
a
preemptive
right,
granted
on
uniform
terms
and
conditions
prescribed
by
the
board
of
directors
to
provide
a
fair
and
reasonable
opportunity
to
exercise
the
right,
to
acquire
proportional
amounts
of
the
corporation's
unissued
shares
upon
the
decision
of
the
board
of
directors
to
issue
them.
(2)
A
shareholder
may
waive
his
preemptive
right.
A
waiver
evidenced
by
a
writing
is
irrevocable
even
though
it
is
not
supported
by
considera-
tion.
(3)
There
is
no
preemptive
right
with
respect
to:
(i)
Shares
issued
as
compensation
to
directors,
officers,
agents
or
employees
of
the
corporation,
its
subsidiaries
or
affiliates;
(ii)
Shares
issued
to
satisfy
conversion
or
option
rights
created
to
provide
compensation
to
directors,
officers,
agents
or
employ-
ees
of
the
corporation,
its
subsidiaries
or
affiliates;
(iii)
Shares
authorized
in
the
articles
of
incorporation
that
are
issued
within
six
(6)
months
from
the
effective
date
of
incorpora-
tion;
or
(iv)
Shares
sold
otherwise
than
for
cash.
(4)
Holders
of
shares
of
any
class
or
series
without
voting
power
but
with
preferential
rights
to
distributions
have
no
preemptive
rights
with
respect
to
shares
of
any
class
or
series.
(5)
Holders
of
shares
of
any
class
or
series
with
voting
power
but
without
preferential
rights
to
distributions
have
no
preemptive
rights
with
respect
to
shares
of
any
class
or
series
with
preferential
rights
to
distributions
unless
the
shares
with
preferential
rights
are
con-
vertible
into
or
carry
a
right
to
subscribe
for
or
acquire
the
shares
without
preferential
rights.
(6)
Shares
subject
to
preemptive
rights
that
are
not
acquired
by
share-
holders
may
be
issued
to
any
person
for
a
period
of
one
(1)
year
after
being
offered
to
shareholders
at
a
consideration
set
by
the
board
of
di-
rectors
that
is
not
lower
than
the
consideration
set
for
the
exercise
of
preemptive
rights.
An
offer
at
a
lower
consideration
or
after
the
expiration
of
one
(1)
year
is
subject
to
the
shareholders'
preemptive
rights.
(c)
For
purposes
of
this
section,
"shares"
includes
a
security
convert-
ible
into
or
carrying
a
right
to
subscribe
for
or
acquire
shares.
[30
-
29
-
630,
added
2015,
ch.
243,
sec.
61,
p.
915;
am.
2019,
ch.
90,
sec.
40,
p.
250.]
30
-
29
-
631.
CORPORATION'S
ACQUISITION
OF
ITS
OWN
SHARES.
(a)
A
corpo-
ration
may
acquire
its
own
shares.
Unless
a
resolution
of
the
board
of
di-
rectors
or
the
corporation's
articles
of
incorporation
provide
otherwise,
shares
so
acquired
constitute
authorized
but
unissued
shares.
(b)
If
the
articles
of
incorporation
prohibit
the
reissue
of
the
ac-
quired
shares,
the
number
of
authorized
shares
is
reduced
by
the
number
of
shares
acquired,
effective
upon
amendment
of
the
articles
of
incorporation
pursuant
to
section
30
-
29
-
1005
(f),
Idaho
Code.

28
(c)
A
corporation
has
authority
to
use,
hold,
acquire,
cancel
and
dis-
pose
of
treasury
shares.
(d)
Unless
the
board
of
directors
adopts
an
amendment
to
the
corpora-
tion's
articles
of
incorporation
to
reduce
the
number
of
authorized
shares,
treasury
shares
of
the
corporation
that
are
canceled
shall
be
treated
as
au-
thorized
but
unissued
shares.
[30
-
29
-
631,
added
2015,
ch.
243,
sec.
61,
p.
915;
am.
2019,
ch.
90,
sec.
41,
p.
251.]
30
-
29
-
640.
DISTRIBUTIONS
TO
SHAREHOLDERS.
(a)
A
board
of
directors
may
authorize
and
the
corporation
may
make
distributions
to
its
shareholders
subject
to
restriction
by
the
articles
of
incorporation
and
the
limitation
in
subsection
(c)
of
this
section.
(b)
The
board
of
directors
may
fix
the
record
date
for
determining
shareholders
entitled
to
a
distribution,
which
date
may
not
be
retroactive.
If
the
board
of
directors
does
not
fix
a
record
date
for
determining
share-
holders
entitled
to
a
distribution,
other
than
one
involving
a
purchase,
redemption,
or
other
acquisition
of
the
corporation's
shares,
the
record
date
is
the
date
the
board
of
directors
authorizes
the
distribution.
(c)
No
distribution
may
be
made
if,
after
giving
it
effect:
(1)
The
corporation
would
not
be
able
to
pay
its
debts
as
they
become
due
in
the
usual
course
of
business;
or
(2)
The
corporation's
total
assets
would
be
less
than
the
sum
of
its
to-
tal
liabilities
plus,
unless
the
articles
of
incorporation
permit
oth-
erwise,
the
amount
that
would
be
needed,
if
the
corporation
were
to
be
dissolved
at
the
time
of
the
distribution,
to
satisfy
the
preferential
rights
upon
dissolution
of
shareholders
whose
preferential
rights
are
superior
to
those
receiving
the
distribution.
(d)
The
board
of
directors
may
base
a
determination
that
a
distribution
is
not
prohibited
under
subsection
(c)
of
this
section
either
on
financial
statements
prepared
on
the
basis
of
accounting
practices
and
principles
that
are
reasonable
in
the
circumstances
or
on
a
fair
valuation
or
other
method
that
is
reasonable
in
the
circumstances.
(e)
Except
as
provided
in
subsection
(g)
of
this
section,
the
effect
of
a
distribution
under
subsection
(c)
of
this
section
is
measured:
(1)
In
the
case
of
distribution
by
purchase,
redemption
or
other
acqui-
sition
of
the
corporation's
shares,
as
of
the
earlier
of:
(i)
The
date
cash
or
other
property
is
transferred
or
debt
to
a
shareholder
is
incurred
by
the
corporation;
or
(ii)
The
date
the
shareholder
ceases
to
be
a
shareholder
with
re-
spect
to
the
acquired
shares;
(2)
In
the
case
of
any
other
distribution
of
indebtedness,
as
of
the
date
the
indebtedness
is
distributed;
and
(3)
In
all
other
cases,
as
of:
(i)
The
date
the
distribution
is
authorized
if
the
payment
occurs
within
one
hundred
twenty
(120)
days
after
the
date
of
authoriza-
tion;
or
(ii)
The
date
the
payment
is
made
if
it
occurs
more
than
one
hun-
dred
twenty
(120)
days
after
the
date
of
authorization.
(f)
A
corporation's
indebtedness
to
a
shareholder
incurred
by
reason
of
a
distribution
made
in
accordance
with
this
section
is
at
parity
with
the
corporation's
indebtedness
to
its
general,
unsecured
creditors
except
to
the
extent
subordinated
by
agreement.

29
(g)
Indebtedness
of
a
corporation,
including
indebtedness
issued
as
a
distribution,
is
not
considered
a
liability
for
purposes
of
determinations
under
subsection
(c)
of
this
section
if
its
terms
provide
that
payment
of
principal
and
interest
are
made
only
if
and
to
the
extent
that
payment
of
a
distribution
to
shareholders
could
then
be
made
under
this
section.
If
such
indebtedness
is
issued
as
a
distribution,
each
payment
of
principal
or
in-
terest
is
treated
as
a
distribution,
the
effect
of
which
is
measured
on
the
date
the
payment
is
actually
made.
(h)
This
section
shall
not
apply
to
distributions
in
liquidation
under
part
14
of
this
chapter.
[30
-
29
-
640,
added
2015,
ch.
243,
sec.
61,
p.
916;
am.
2019,
ch.
90,
sec.
42,
p.
251.]
PART
7
SHAREHOLDERS
30
-
29
-
701.
ANNUAL
MEETING.
(a)
Unless
directors
are
elected
by
written
consent
in
lieu
of
an
annual
meeting
as
permitted
by
section
30
-
29
-
704
,
Idaho
Code,
a
corporation
shall
hold
a
meeting
of
shareholders
annually
at
a
time
stated
in
or
fixed
in
accordance
with
the
bylaws
at
which
directors
shall
be
elected.
(b)
Annual
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
so
stated
or
fixed,
annual
meetings
shall
be
held
at
the
corporation's
principal
of-
fice.
(c)
The
failure
to
hold
an
annual
meeting
at
the
time
stated
in
or
fixed
in
accordance
with
a
corporation's
bylaws
does
not
affect
the
validity
of
any
corporate
action.
[30
-
29
-
701,
added
2015,
ch.
243,
sec.
62,
p.
917;
am.
2019,
ch.
90,
sec.
43,
p.
252.]
30
-
29
-
702.
SPECIAL
MEETING.
(a)
A
corporation
shall
hold
a
special
meeting
of
shareholders:
(1)
On
call
of
its
board
of
directors
or
the
person
or
persons
autho-
rized
to
do
so
by
the
articles
of
incorporation
or
bylaws;
or
(2)
If
shareholders
holding
at
least
twenty
percent
(20%)
of
all
the
votes
entitled
to
be
cast
on
any
issue
proposed
to
be
considered
at
the
proposed
special
meeting
sign,
date
and
deliver
to
the
corporation
one
(1)
or
more
written
demands
for
the
meeting
describing
the
purpose
or
purposes
for
which
it
is
to
be
held,
provided
that
the
articles
of
incor-
poration
may
fix
a
lower
percentage
or
a
higher
percentage
not
exceeding
thirty
-
three
and
one
-
third
percent
(33
1/3%)
of
all
the
votes
entitled
to
be
cast
on
any
issue
proposed
to
be
considered.
Unless
otherwise
pro-
vided
in
the
articles
of
incorporation,
a
written
demand
for
a
special
meeting
may
be
revoked
by
a
writing
to
that
effect
received
by
the
cor-
poration
before
the
receipt
by
the
corporation
of
demands
sufficient
in
number
to
require
the
holding
of
a
special
meeting.
(b)
If
not
otherwise
fixed
under
section
30
-
29
-
703
or
30
-
29
-
707
,
Idaho
Code,
the
record
date
for
determining
shareholders
entitled
to
demand
a
spe-
cial
meeting
shall
be
the
first
date
on
which
a
signed
shareholder
demand
is
delivered
to
the
corporation.
No
written
demand
for
a
special
meeting
shall
be
effective
unless,
within
sixty
(60)
days
of
the
earliest
date
on
which

30
such
a
demand
delivered
to
the
corporation
as
required
by
this
section
was
signed,
written
demands
signed
by
shareholders
holding
at
least
the
percent-
age
of
votes
specified
in
or
fixed
in
accordance
with
subsection
(a)(2)
of
this
section
have
been
delivered
to
the
corporation.
(c)
Special
meetings
of
shareholders
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
so
stated
or
fixed,
special
meetings
shall
be
held
at
the
corporation's
principal
office.
(d)
Only
business
within
the
purpose
or
purposes
described
in
the
meet-
ing
notice
required
by
section
30
-
29
-
705
(c),
Idaho
Code,
may
be
conducted
at
a
special
meeting
of
shareholders.
[30
-
29
-
702,
added
2015,
ch.
243,
sec.
62,
p.
917;
am.
2019,
ch.
90,
sec.
44,
p.
252.]
30
-
29
-
703.
COURT
-
ORDERED
MEETING.
(a)
The
Idaho
district
court
of
the
county
where
a
corporation's
principal
office
is
located,
or,
if
none
in
this
state,
Ada
county,
may
summarily
order
a
meeting
to
be
held:
(1)
On
application
of
any
shareholder
of
the
corporation
if
an
annual
meeting
was
not
held
or
action
by
written
consent
in
lieu
of
an
annual
meeting
did
not
become
effective
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
(2)
On
application
of
one
(1)
or
more
shareholders
who
signed
a
demand
for
a
special
meeting
valid
under
section
30
-
29
-
702
,
Idaho
Code,
if:
(i)
Notice
of
the
special
meeting
was
not
given
within
thirty
(30)
days
after
the
first
day
on
which
the
requisite
number
of
such
de-
mands
have
been
delivered
to
the
corporation;
or
(ii)
The
special
meeting
was
not
held
in
accordance
with
the
no-
tice.
(b)
The
court
may
fix
the
time
and
place
of
the
meeting,
determine
the
shares
entitled
to
participate
in
the
meeting,
specify
a
record
date
or
dates
for
determining
shareholders
entitled
to
notice
of
and
to
vote
at
the
meet-
ing,
prescribe
the
form
and
content
of
the
meeting
notice,
fix
the
quorum
re-
quired
for
specific
matters
to
be
considered
at
the
meeting,
or
direct
that
the
shares
represented
at
the
meeting
constitute
a
quorum
for
action
on
those
matters,
and
enter
other
orders
necessary
to
accomplish
the
purpose
or
pur-
poses
of
the
meeting.
(c)
For
purposes
of
subsection
(a)(1)
of
this
section,
"shareholder"
means
a
record
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner.
[30
-
29
-
703,
added
2015,
ch.
243,
sec.
62,
p.
917;
am.
2019,
ch.
90,
sec.
45,
p.
253.]
30
-
29
-
704.
ACTION
WITHOUT
MEETING.
(a)
Action
required
or
permitted
by
this
chapter
to
be
taken
at
a
shareholders'
meeting
may
be
taken
without
a
meeting
if
the
action
is
taken
by
all
the
shareholders
entitled
to
vote
on
the
action.
The
action
must
be
evidenced
by
one
(1)
or
more
written
consents
bearing
the
date
of
signature
and
describing
the
action
taken,
signed
by
all
the
shareholders
entitled
to
vote
on
the
action,
and
delivered
to
the
corpo-
ration
for
filing
by
the
corporation
with
the
minutes
or
corporate
records.
(b)
The
articles
of
incorporation
may
provide
that
any
action
required
or
permitted
by
this
chapter
to
be
taken
at
a
shareholders'
meeting
may
be

31
taken
without
a
meeting,
and
without
prior
notice,
if
consents
in
writing
setting
forth
the
action
so
taken
are
signed
by
the
holders
of
outstanding
shares
having
not
less
than
the
minimum
number
of
votes
that
would
be
re-
quired
to
authorize
or
take
the
action
at
a
meeting
at
which
all
shares
en-
titled
to
vote
on
the
action
were
present
and
voted;
provided,
however,
that
if
a
corporation's
articles
of
incorporation
authorize
shareholders
to
cu-
mulate
their
votes
when
electing
directors
pursuant
to
section
30
-
29
-
728
,
Idaho
Code,
directors
may
not
be
elected
by
less
than
unanimous
written
con-
sent.
A
written
consent
must
bear
the
date
of
signature
of
the
shareholder
who
signs
the
consent
and
be
delivered
to
the
corporation
for
filing
by
the
corporation
with
the
minutes
or
corporate
records.
(c)
If
not
otherwise
fixed
under
section
30
-
29
-
707
,
Idaho
Code,
and
if
prior
action
by
the
board
of
directors
is
not
required
respecting
the
action
to
be
taken
without
a
meeting,
the
record
date
for
determining
the
sharehold-
ers
entitled
to
take
action
without
a
meeting
shall
be
the
first
date
on
which
a
signed
written
consent
is
delivered
to
the
corporation.
If
not
otherwise
fixed
under
section
30
-
29
-
707
,
Idaho
Code,
and
if
prior
action
by
the
board
of
directors
is
required
respecting
the
action
to
be
taken
without
a
meet-
ing,
the
record
date
shall
be
the
close
of
business
on
the
day
the
resolution
of
the
board
of
directors
taking
such
prior
action
is
adopted.
No
written
consent
shall
be
effective
to
take
the
corporate
action
referred
to
therein
unless,
within
sixty
(60)
days
of
the
earliest
date
on
which
a
consent
de-
livered
to
the
corporation
as
required
by
this
section
was
signed,
written
consents
signed
by
sufficient
shareholders
to
take
the
action
have
been
de-
livered
to
the
corporation.
A
written
consent
may
be
revoked
by
a
writing
to
that
effect
delivered
to
the
corporation
before
unrevoked
written
consents
sufficient
in
number
to
take
the
corporate
action
have
been
delivered
to
the
corporation.
(d)
A
consent
signed
pursuant
to
the
provisions
of
this
section
has
the
effect
of
a
vote
taken
at
a
meeting
and
may
be
described
as
such
in
any
document.
Unless
the
articles
of
incorporation,
bylaws,
or
a
resolution
of
the
board
of
directors
provides
for
a
reasonable
delay
to
permit
tabulation
of
written
consents,
the
action
taken
by
written
consent
shall
be
effective
when
written
consents
signed
by
sufficient
shareholders
to
take
the
action
have
been
delivered
to
the
corporation.
(e)
If
this
chapter
requires
that
notice
of
a
proposed
action
be
given
to
nonvoting
shareholders
and
the
action
is
to
be
taken
by
written
consent
of
the
voting
shareholders,
the
corporation
shall
give
its
nonvoting
share-
holders
written
notice
of
the
action
not
more
than
ten
(10)
days
after
writ-
ten
consents
sufficient
to
take
the
action
have
been
delivered
to
the
corpo-
ration
or
such
later
date
that
tabulation
of
consents
is
completed
pursuant
to
an
authorization
under
subsection
(d)
of
this
section.
The
notice
must
reasonably
describe
the
action
taken
and
contain
or
be
accompanied
by
the
same
material
that,
under
any
provision
of
this
chapter,
would
have
been
re-
quired
to
be
sent
to
nonvoting
shareholders
in
a
notice
of
a
meeting
at
which
the
proposed
action
would
have
been
submitted
to
the
shareholders
for
ac-
tion.
(f)
If
action
is
taken
by
less
than
unanimous
written
consent
of
the
voting
shareholders,
the
corporation
shall
give
its
nonconsenting
voting
shareholders
written
notice
of
the
action
not
more
than
ten
(10)
days
after
written
consents
sufficient
to
take
the
action
have
been
delivered
to
the
corporation
or
such
later
date
that
tabulation
of
consents
is
completed
pur-
suant
to
an
authorization
under
subsection
(d)
of
this
section.
The
notice

32
must
reasonably
describe
the
action
taken
and
contain
or
be
accompanied
by
the
same
material
that,
under
any
provision
of
this
chapter,
would
have
been
required
to
be
sent
to
voting
shareholders
in
a
notice
of
a
meeting
at
which
the
action
would
have
been
submitted
to
the
shareholders
for
action.
(g)
The
notice
requirements
in
subsections
(e)
and
(f)
of
this
section
shall
not
delay
the
effectiveness
of
actions
taken
by
written
consent,
and
a
failure
to
comply
with
such
notice
requirements
shall
not
invalidate
ac-
tions
taken
by
written
consent,
provided
that
this
subsection
shall
not
be
deemed
to
limit
judicial
power
to
fashion
any
appropriate
remedy
in
favor
of
a
shareholder
adversely
affected
by
a
failure
to
give
such
notice
within
the
required
time
period.
[30
-
29
-
704,
added
2015,
ch.
243,
sec.
62,
p.
918;
am.
2019,
ch.
90,
sec.
46,
p.
253.]
30
-
29
-
705.
NOTICE
OF
MEETING.
(a)
A
corporation
shall
notify
share-
holders
of
the
date,
time
and
place
of
each
annual
and
special
shareholders'
meeting
no
fewer
than
ten
(10)
nor
more
than
sixty
(60)
days
before
the
meet-
ing
date.
If
the
board
of
directors
has
authorized
participation
by
means
of
remote
communication
pursuant
to
section
30
-
29
-
709
,
Idaho
Code,
for
holders
of
any
class
or
series
of
shares,
the
notice
to
the
holders
of
such
class
or
series
of
shares
must
describe
the
means
of
remote
communication
to
be
used.
The
notice
must
include
the
record
date
for
determining
the
shareholders
entitled
to
vote
at
the
meeting
if
such
date
is
different
from
the
record
date
for
determining
shareholders
entitled
to
notice
of
the
meeting.
Unless
this
chapter
or
the
articles
of
incorporation
require
otherwise,
the
corporation
is
required
to
give
notice
only
to
shareholders
entitled
to
vote
at
the
meeting
as
of
the
record
date
for
determining
the
shareholders
entitled
to
notice
of
the
meeting.
(b)
Unless
this
chapter
or
the
articles
of
incorporation
require
oth-
erwise,
the
notice
of
an
annual
meeting
of
shareholders
need
not
include
a
description
of
the
purpose
or
purposes
for
which
the
meeting
is
called.
(c)
Notice
of
a
special
meeting
of
shareholders
must
include
a
descrip-
tion
of
the
purpose
or
purposes
for
which
the
meeting
is
called.
(d)
If
not
otherwise
fixed
under
section
30
-
29
-
703
or
30
-
29
-
707
,
Idaho
Code,
the
record
date
for
determining
shareholders
entitled
to
notice
of
and
to
vote
at
an
annual
or
special
shareholders'
meeting
is
the
day
before
the
first
notice
is
delivered
to
shareholders.
(e)
Unless
the
bylaws
require
otherwise,
if
an
annual
or
special
share-
holders'
meeting
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
-
29
-
707
,
Idaho
Code,
however,
notice
of
the
adjourned
meeting
shall
be
given
under
this
sec-
tion
to
shareholders
entitled
to
vote
at
such
adjourned
meeting
as
of
the
record
date
fixed
for
notice
of
such
adjourned
meeting.
[30
-
29
-
705,
added
2015,
ch.
243,
sec.
62,
p.
918;
am.
2019,
ch.
90,
sec.
47,
p.
255.]
30
-
29
-
706.
WAIVER
OF
NOTICE.
(a)
A
shareholder
may
waive
any
notice
re-
quired
by
this
chapter,
the
articles
of
incorporation,
or
bylaws
before
or
after
the
date
and
time
stated
in
the
notice.
The
waiver
must
be
in
writ-
ing,
be
signed
by
the
shareholder
entitled
to
the
notice,
and
be
delivered
to

33
the
corporation
for
filing
by
the
corporation
with
the
minutes
or
corporate
records.
(b)
A
shareholder's
attendance
at
a
meeting:
(1)
Waives
objection
to
lack
of
notice
or
defective
notice
of
the
meet-
ing,
unless
the
shareholder
at
the
beginning
of
the
meeting
objects
to
holding
the
meeting
or
transacting
business
at
the
meeting;
and
(2)
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
shareholder
objects
to
considering
the
matter
when
it
is
presented.
[30
-
29
-
706,
added
2015,
ch.
243,
sec.
62,
p.
918;
am.
2019,
ch.
90,
sec.
48,
p.
255.]
30
-
29
-
707.
RECORD
DATE
FOR
MEETING.
(a)
The
bylaws
may
fix
or
provide
the
manner
of
fixing
the
record
date
or
dates
for
one
(1)
or
more
voting
groups
to
determine
the
shareholders
entitled
to
notice
of
a
shareholders'
meeting,
to
demand
a
special
meeting,
to
vote,
or
to
take
any
other
action.
If
the
bylaws
do
not
fix
or
provide
for
fixing
a
record
date,
the
board
of
directors
may
fix
the
record
date.
(b)
A
record
date
fixed
under
this
section
may
not
be
more
than
seventy
(70)
days
before
the
meeting
or
action
requiring
a
determination
of
share-
holders
and
may
not
be
retroactive.
(c)
A
determination
of
shareholders
entitled
to
notice
of
or
to
vote
at
a
shareholders'
meeting
is
effective
for
any
adjournment
of
the
meeting
un-
less
the
board
of
directors
fixes
a
new
record
date
or
dates,
which
it
shall
do
if
the
meeting
is
adjourned
to
a
date
more
than
one
hundred
twenty
(120)
days
after
the
date
fixed
for
the
original
meeting.
(d)
If
a
court
orders
a
meeting
adjourned
to
a
date
more
than
one
hundred
twenty
(120)
days
after
the
date
fixed
for
the
original
meeting,
it
may
pro-
vide
that
the
original
record
date
or
dates
continue
in
effect
or
it
may
fix
a
new
record
date
or
dates.
(e)
The
record
date
or
dates
for
a
shareholders'
meeting
fixed
by
or
in
the
manner
provided
in
the
bylaws
or
by
the
board
of
directors
shall
be
the
record
date
or
dates
for
determining
shareholders
entitled
both
to
notice
of
and
to
vote
at
the
shareholders'
meeting,
unless
in
the
case
of
a
record
date
or
dates
fixed
by
the
board
of
directors
and
to
the
extent
not
prohibited
by
the
bylaws,
the
board,
at
the
time
it
fixes
the
record
date
for
sharehold-
ers
entitled
to
notice
of
the
meeting,
fixes
a
later
record
date
on
or
before
the
date
of
the
meeting
to
determine
the
shareholders
entitled
to
vote
at
the
meeting.
[30
-
29
-
707,
added
2015,
ch.
243,
sec.
62,
p.
919;
am.
2019,
ch.
90,
sec.
49,
p.
256.]
30
-
29
-
708.
CONDUCT
OF
MEETING.
(a)
At
each
meeting
of
shareholders,
a
chair
shall
preside.
The
chair
shall
be
appointed
as
provided
in
the
bylaws
or,
in
the
absence
of
such
provision,
by
the
board
of
directors.
(b)
The
chair,
unless
the
articles
of
incorporation
or
bylaws
provide
otherwise,
shall
determine
the
order
of
business
and
shall
have
the
author-
ity
to
establish
rules
for
the
conduct
of
the
meeting.
(c)
Any
rules
adopted
for,
and
the
conduct
of,
the
meeting
shall
be
fair
to
shareholders.

34
(d)
The
chair
of
the
meeting
shall
announce
at
the
meeting
when
the
polls
close
for
each
matter
voted
upon.
If
no
announcement
is
made,
the
polls
shall
be
deemed
to
have
closed
upon
the
final
adjournment
of
the
meeting.
After
the
polls
close,
no
ballots,
proxies,
or
votes
nor
any
revocations
or
changes
to
such
ballots,
proxies,
or
votes
may
be
accepted.
[30
-
29
-
708,
added
2015,
ch.
243,
sec.
62,
p.
919;
am.
2019,
ch.
90,
sec.
50,
p.
256.]
30
-
29
-
709.
REMOTE
PARTICIPATION
IN
SHAREHOLDERS'
MEETINGS.
(a)
Share-
holders
of
any
class
or
series
of
shares
may
participate
in
any
meeting
of
shareholders
by
means
of
remote
communication
to
the
extent
the
board
of
di-
rectors
authorizes
such
participation
for
such
class
or
series.
Participa-
tion
as
a
shareholder
by
means
of
remote
communication
shall
be
subject
to
such
guidelines
and
procedures
as
the
board
of
directors
adopts,
and
shall
be
in
conformity
with
subsection
(b)
of
this
section.
(b)
Shareholders
participating
in
a
shareholders'
meeting
by
means
of
remote
communication
shall
be
deemed
present
and
may
vote
at
such
a
meeting
if
the
corporation
has
implemented
reasonable
measures:
(1)
To
verify
that
each
person
participating
remotely
as
a
shareholder
is
a
shareholder;
and
(2)
To
provide
such
shareholders
a
reasonable
opportunity
to
par-
ticipate
in
the
meeting
and
to
vote
on
matters
submitted
to
the
shareholders,
including
an
opportunity
to
communicate,
and
to
read
or
hear
the
proceedings
of
the
meeting,
substantially
concurrent
with
such
proceedings.
[30
-
29
-
709,
added
2019,
ch.
90,
sec.
51,
p.
257.]
30
-
29
-
720.
SHAREHOLDERS'
LIST
FOR
MEETING.
(a)
After
fixing
a
record
date
for
a
meeting,
a
corporation
shall
prepare
an
alphabetical
list
of
the
names
of
all
its
shareholders
who
are
entitled
to
notice
of
a
shareholders'
meeting.
If
the
board
of
directors
fixes
a
different
record
date
under
section
30
-
29
-
707
(e)
to
determine
the
shareholders
entitled
to
vote
at
the
meeting,
a
corporation
also
shall
prepare
an
alphabetical
list
of
the
names
of
all
its
shareholders
who
are
entitled
to
vote
at
the
meeting.
A
list
must
be
arranged
by
voting
group,
and
within
each
voting
group
by
class
or
series
of
shares,
and
show
the
address
of
and
number
of
shares
held
by
each
shareholder.
Nothing
contained
in
this
subsection
shall
require
the
corporation
to
include
on
such
list
the
electronic
mail
address
or
other
electronic
contact
information
of
a
shareholder.
(b)
The
shareholders'
list
for
notice
shall
be
available
for
inspec-
tion
by
any
shareholder,
beginning
two
(2)
business
days
after
notice
of
the
meeting
is
given
for
which
the
list
was
prepared
and
continuing
through
the
meeting,
at
the
corporation's
principal
office
or
at
a
place
identified
in
the
meeting
notice
in
the
city
where
the
meeting
will
be
held.
A
sharehold-
ers'
list
for
voting
shall
be
similarly
available
for
inspection
promptly
after
the
record
date
for
voting.
A
shareholder
or
the
shareholder's
agent
or
attorney
is
entitled
on
written
demand
to
inspect
and,
subject
to
the
re-
quirements
of
section
30
-
29
-
1602
(c),
Idaho
Code,
to
copy
a
list,
during
reg-
ular
business
hours
and
at
the
shareholder's
expense,
during
the
period
it
is
available
for
inspection.
(c)
The
corporation
shall
make
the
list
of
shareholders
entitled
to
vote
available
at
the
meeting,
and
any
shareholder
or
the
shareholder's

35
agent
or
attorney
is
entitled
to
inspect
the
list
at
any
time
during
the
meeting
or
any
adjournment.
(d)
If
the
corporation
refuses
to
allow
a
shareholder
or
the
share-
holder's
agent
or
attorney
to
inspect
a
shareholders'
list
before
or
at
the
meeting,
or
copy
a
list
as
permitted
by
subsection
(b)
of
this
section,
the
Idaho
district
court
of
the
county
where
a
corporation's
principal
office
is
located,
or,
if
none
in
this
state,
Ada
county,
on
application
of
the
share-
holder,
may
summarily
order
the
inspection
or
copying
at
the
corporation's
expense
and
may
postpone
the
meeting
for
which
the
list
was
prepared
until
the
inspection
or
copying
is
complete.
(e)
Refusal
or
failure
to
prepare
or
make
available
the
shareholders'
list
does
not
affect
the
validity
of
action
taken
at
the
meeting.
[30
-
29
-
720,
added
2015,
ch.
243,
sec.
62,
p.
919;
am.
2019,
ch.
90,
sec.
52,
p.
257.]
30
-
29
-
721.
VOTING
ENTITLEMENT
OF
SHARES.
(a)
Except
as
provided
in
sub-
sections
(b)
and
(d)
of
this
section
or
unless
the
articles
of
incorporation
provide
otherwise,
each
outstanding
share,
regardless
of
class
or
series,
is
entitled
to
one
(1)
vote
on
each
matter
voted
on
at
a
shareholders'
meeting.
Only
shares
are
entitled
to
vote.
(b)
Shares
of
a
corporation
are
not
entitled
to
vote
if
they
are
owned
by
or
otherwise
belong
to
the
corporation
directly
or
indirectly
through
an
entity
of
which
a
majority
of
the
voting
power
is
held
directly
or
indirectly
by
the
corporation
or
which
is
otherwise
controlled
by
the
corporation.
(c)
Shares
held
by
the
corporation
in
a
fiduciary
capacity
for
the
ben-
efit
of
any
person
are
entitled
to
vote
unless
they
are
held
for
the
benefit
of,
or
otherwise
belong
to,
the
corporation
directly
or
indirectly
through
an
entity
of
which
a
majority
of
the
voting
power
is
held
directly
or
indi-
rectly
by
the
corporation
or
which
is
otherwise
controlled
by
the
corpora-
tion.
(d)
Redeemable
shares
are
not
entitled
to
vote
after
delivery
of
written
notice
of
redemption
is
effective
and
a
sum
sufficient
to
redeem
the
shares
has
been
deposited
with
a
bank,
trust
company,
or
other
financial
in-
stitution
under
an
irrevocable
obligation
to
pay
the
holders
the
redemption
price
on
surrender
of
the
shares.
(e)
For
purposes
of
this
section,
"voting
power"
means
the
current
power
to
vote
in
the
election
of
directors
of
a
corporation
or
to
elect,
select,
or
appoint
governors
of
another
entity.
(f)
A
corporation
is
not
entitled
to
vote
treasury
shares.
[30
-
29
-
721,
added
2015,
ch.
243,
sec.
62,
p.
920;
am.
2019,
ch.
90,
sec.
53,
p.
258.]
30
-
29
-
722.
PROXIES.
(a)
A
shareholder
may
vote
the
shareholder's
shares
in
person
or
by
proxy.
(b)
A
shareholder
or
the
shareholder's
agent
or
attorney
-
in
-
fact
may
appoint
a
proxy
to
vote
or
otherwise
act
for
the
shareholder
by
signing
an
appointment
form,
or
by
an
electronic
transmission.
An
electronic
transmis-
sion
must
contain
or
be
accompanied
by
information
from
which
the
recipient
can
determine
the
date
of
the
transmission
and
that
the
transmission
was
au-
thorized
by
the
sender
or
the
sender's
agent
or
attorney
-
in
-
fact.
(c)
An
appointment
of
a
proxy
is
effective
when
a
signed
appointment
form
or
an
electronic
transmission
of
the
appointment
is
received
by
the
in-

36
spector
of
election
or
the
officer
or
agent
of
the
corporation
authorized
to
count
votes.
An
appointment
is
valid
for
the
term
provided
in
the
appoint-
ment
form
and
if
no
term
is
provided,
is
valid
for
eleven
(11)
months
unless
the
appointment
is
irrevocable
under
subsection
(d)
of
this
section.
(d)
An
appointment
of
a
proxy
is
revocable
unless
the
appointment
form
or
electronic
transmission
states
that
it
is
irrevocable
and
the
appointment
is
coupled
with
an
interest.
Appointments
coupled
with
an
interest
include
the
appointment
of:
(1)
A
pledgee;
(2)
A
person
who
purchased
or
agreed
to
purchase
the
shares;
(3)
A
creditor
of
the
corporation
who
extended
it
credit
under
terms
re-
quiring
the
appointment;
(4)
An
employee
of
the
corporation
whose
employment
contract
requires
the
appointment;
or
(5)
A
party
to
a
voting
agreement
created
under
section
30
-
29
-
731
,
Idaho
Code.
(e)
The
death
or
incapacity
of
the
shareholder
appointing
a
proxy
does
not
affect
the
right
of
the
corporation
to
accept
the
proxy's
authority
un-
less
notice
of
the
death
or
incapacity
is
received
by
the
inspector
of
elec-
tion
or
other
officer
or
agent
authorized
to
tabulate
votes
before
the
proxy
exercises
authority
under
the
appointment.
(f)
An
appointment
made
irrevocable
under
subsection
(d)
of
this
sec-
tion
is
revoked
when
the
interest
with
which
it
is
coupled
is
extinguished.
(g)
Unless
it
otherwise
provides,
an
appointment
made
irrevocable
un-
der
subsection
(d)
of
this
section
continues
in
effect
after
a
transfer
of
the
shares
and
a
transferee
takes
subject
to
the
appointment,
except
that
a
transferee
for
value
of
shares
subject
to
an
irrevocable
appointment
may
re-
voke
the
appointment
if
the
transferee
did
not
know
of
its
existence
when
ac-
quiring
the
shares
and
the
existence
of
the
irrevocable
appointment
was
not
noted
conspicuously
on
the
certificate
representing
the
shares
or
on
the
in-
formation
statement
for
shares
without
certificates.
(h)
Subject
to
section
30
-
29
-
724
,
Idaho
Code,
and
to
any
express
limi-
tation
on
the
proxy's
authority
stated
in
the
appointment
form
or
electronic
transmission,
a
corporation
is
entitled
to
accept
the
proxy's
vote
or
other
action
as
that
of
the
shareholder
making
the
appointment.
[30
-
29
-
722,
added
2015,
ch.
243,
sec.
62,
p.
920;
am.
2019,
ch.
90,
sec.
54,
p.
258.]
30
-
29
-
723.
SHARES
HELD
BY
INTERMEDIARIES
AND
NOMINEES.
(a)
A
corpora-
tion's
board
of
directors
may
establish
a
procedure
under
which
a
person
on
whose
behalf
shares
are
registered
in
the
name
of
an
intermediary
or
nomi-
nee
may
elect
to
be
treated
by
the
corporation
as
the
record
shareholder
by
filing
with
the
corporation
a
beneficial
ownership
certificate.
The
terms,
conditions,
and
limitations
of
this
treatment
shall
be
specified
in
the
pro-
cedure.
To
the
extent
such
person
is
treated
under
such
procedure
as
having
rights
or
privileges
that
the
record
shareholder
otherwise
would
have,
the
record
shareholder
shall
not
have
those
rights
or
privileges.
(b)
The
procedure
must
specify:
(1)
The
types
of
intermediaries
or
nominees
to
which
it
applies;
(2)
The
rights
or
privileges
that
the
corporation
recognizes
in
a
per-
son
with
respect
to
whom
a
beneficial
ownership
certificate
is
filed;
(3)
The
manner
in
which
the
procedure
is
selected
that
must
include
that
the
beneficial
ownership
certificate
be
signed
or
assented
to
by
or

37
on
behalf
of
the
record
shareholder
and
the
person
on
whose
behalf
the
shares
are
held;
(4)
The
information
that
must
be
provided
when
the
procedure
is
se-
lected;
(5)
The
period
for
which
selection
of
the
procedure
is
effective;
(6)
Requirements
for
notice
to
the
corporation
with
respect
to
the
ar-
rangement;
and
(7)
The
form
and
contents
of
the
beneficial
ownership
certificate.
(c)
The
procedure
may
specify
any
other
aspects
of
the
rights
and
duties
created
by
the
filing
of
a
beneficial
ownership
certificate.
[30
-
29
-
723,
added
2015,
ch.
243,
sec.
62,
p.
921;
am.
2019,
ch.
90,
sec.
55,
p.
259.]
30
-
29
-
724.
ACCEPTANCE
OF
VOTES
AND
OTHER
INSTRUMENTS.
(a)
If
the
name
signed
on
a
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
ap-
pointment
corresponds
to
the
name
of
a
shareholder,
the
corporation,
if
act-
ing
in
good
faith,
is
entitled
to
accept
the
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
appointment
and
give
it
effect
as
the
act
of
the
shareholder.
(b)
If
the
name
signed
on
a
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
appointment
does
not
correspond
to
the
name
of
its
share-
holder,
the
corporation,
if
acting
in
good
faith,
is
nevertheless
entitled
to
accept
the
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
appointment
and
give
it
effect
as
the
act
of
the
shareholder
if:
(1)
The
shareholder
is
an
entity
and
the
name
signed
purports
to
be
that
of
an
officer
or
agent
of
the
entity;
(2)
The
name
signed
purports
to
be
that
of
an
administrator,
executor,
guardian
or
conservator
representing
the
shareholder
and,
if
the
cor-
poration
requests,
evidence
of
fiduciary
status
acceptable
to
the
cor-
poration
has
been
presented
with
respect
to
the
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
appointment;
(3)
The
name
signed
purports
to
be
that
of
a
receiver
or
trustee
in
bank-
ruptcy
of
the
shareholder
and,
if
the
corporation
requests,
evidence
of
this
status
acceptable
to
the
corporation
has
been
presented
with
respect
to
the
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
appointment;
(4)
The
name
signed
purports
to
be
that
of
a
pledgee,
beneficial
owner,
or
attorney
-
in
-
fact
of
the
shareholder
and,
if
the
corporation
requests,
evidence
acceptable
to
the
corporation
of
the
signatory's
authority
to
sign
for
the
shareholder
has
been
presented
with
respect
to
the
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
appointment;
or
(5)
Two
(2)
or
more
persons
are
the
shareholder
as
cotenants
or
fiducia-
ries
and
the
name
signed
purports
to
be
the
name
of
at
least
one
(1)
of
the
co
-
owners
and
the
person
signing
appears
to
be
acting
on
behalf
of
all
the
co
-
owners.
(c)
The
corporation
is
entitled
to
reject
a
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
appointment
if
the
person
authorized
to
accept
or
reject
such
instrument,
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
shareholder.
(d)
Neither
the
corporation
or
any
person
authorized
by
it,
nor
an
inspector
of
election
appointed
under
section
30
-
29
-
729
,
Idaho
Code,
that

38
accepts
or
rejects
a
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
appointment
in
good
faith
and
in
accordance
with
the
standards
of
this
section
or
section
30
-
29
-
722
(b),
Idaho
Code,
is
liable
in
damages
to
the
shareholder
for
the
consequences
of
the
acceptance
or
rejection.
(e)
Corporate
action
based
on
the
acceptance
or
rejection
of
a
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
appointment
under
this
section
is
valid
unless
a
court
of
competent
jurisdiction
determines
otherwise.
(f)
If
an
inspector
of
election
has
been
appointed
under
section
30
-
29
-
729
,
Idaho
Code,
the
inspector
of
election
also
has
the
authority
to
request
information
and
make
determinations
under
subsections
(a),
(b),
and
(c)
of
this
section.
Any
determination
made
by
the
inspector
of
election
under
those
subsections
is
controlling.
[30
-
29
-
724,
added
2015,
ch.
243,
sec.
62,
p.
921;
am.
2019,
ch.
90,
sec.
56,
p.
260.]
30
-
29
-
725.
QUORUM
AND
VOTING
REQUIREMENTS
FOR
VOTING
GROUPS.
(a)
Shares
entitled
to
vote
as
a
separate
voting
group
may
take
action
on
a
matter
at
a
meeting
only
if
a
quorum
of
those
shares
exists
with
respect
to
that
matter.
Unless
the
articles
of
incorporation
provide
otherwise,
shares
representing
a
majority
of
the
votes
entitled
to
be
cast
on
the
matter
by
the
voting
group
constitutes
a
quorum
of
that
voting
group
for
action
on
that
matter.
If
the
provisions
of
this
chapter
require
a
particular
quorum
for
a
specified
action,
the
articles
of
incorporation
may
not
provide
for
a
lower
quorum.
(b)
Once
a
share
is
represented
for
any
purpose
at
a
meeting,
it
is
deemed
present
for
quorum
purposes
for
the
remainder
of
the
meeting
and
for
any
adjournment
of
that
meeting
unless
a
new
record
date
is
or
must
be
fixed
for
that
adjourned
meeting.
(c)
If
a
quorum
exists,
action
on
a
matter,
other
than
the
election
of
directors,
by
a
voting
group
is
approved
if
the
votes
cast
within
the
voting
group
favoring
the
action
exceed
the
votes
cast
opposing
the
action,
unless
the
articles
of
incorporation
require
a
greater
number
of
affirmative
votes.
(d)
An
amendment
of
the
articles
of
incorporation
adding,
changing
or
deleting
a
quorum
or
voting
requirement
for
a
voting
group
greater
than
spec-
ified
in
subsection
(a)
or
(c)
of
this
section
is
governed
by
section
30
-
29
-
727
,
Idaho
Code.
(e)
The
election
of
directors
is
governed
by
section
30
-
29
-
728
,
Idaho
Code.
(f)
If
a
provision
of
this
chapter
provides
for
voting
of
classes
or
se-
ries
as
separate
voting
groups,
the
rules
provided
in
section
30
-
29
-
1004
(c),
Idaho
Code,
for
amendments
of
the
articles
of
incorporation
shall
apply
to
that
provision.
[30
-
29
-
725,
added
2015,
ch.
243,
sec.
62,
p.
922;
am.
2019,
ch.
90,
sec.
57,
p.
261.]
30
-
29
-
726.
ACTION
BY
SINGLE
AND
MULTIPLE
VOTING
GROUPS.
(a)
If
the
ar-
ticles
of
incorporation
or
this
chapter
provide
for
voting
by
a
single
voting
group
on
a
matter,
action
on
that
matter
is
taken
when
voted
upon
by
that
vot-
ing
group
as
provided
in
section
30
-
29
-
725
,
Idaho
Code.
(b)
If
the
articles
of
incorporation
or
this
chapter
provide
for
vot-
ing
by
two
(2)
or
more
voting
groups
on
a
matter,
action
on
that
matter
is

39
taken
only
when
voted
upon
by
each
of
those
voting
groups
counted
separately
as
provided
in
section
30
-
29
-
725
,
Idaho
Code.
Action
may
be
taken
by
differ-
ent
voting
groups
on
a
matter
at
different
times.
[30
-
29
-
726,
added
2015,
ch.
243,
sec.
62,
p.
922;
am.
2019,
ch.
90,
sec.
58,
p.
261.]
30
-
29
-
727.
MODIFYING
QUORUM
OR
VOTING
REQUIREMENTS.
An
amendment
to
the
articles
of
incorporation
that
adds,
changes,
or
deletes
a
quorum
or
voting
requirement
shall
meet
the
same
quorum
requirement
and
be
adopted
by
the
same
vote
and
voting
groups
required
to
take
action
under
the
quorum
and
voting
requirements
then
in
effect
or
proposed
to
be
adopted,
whichever
is
greater.
[30
-
29
-
727,
added
2015,
ch.
243,
sec.
62,
p.
922;
am.
2019,
ch.
90,
sec.
59,
p.
262.]
30
-
29
-
728.
VOTING
FOR
DIRECTORS
-
-
CUMULATIVE
VOTING.
(a)
Unless
oth-
erwise
provided
in
the
articles
of
incorporation,
directors
are
elected
by
a
plurality
of
the
votes
cast
by
the
shares
entitled
to
vote
in
the
election
at
a
meeting
at
which
a
quorum
is
present.
(b)
Shareholders
do
not
have
a
right
to
cumulate
their
votes
for
direc-
tors
unless
the
articles
of
incorporation
so
provide.
(c)
A
statement
included
in
the
articles
of
incorporation
that
"[all]
[a
designated
voting
group
of]
shareholders
are
entitled
to
cumulate
their
votes
for
directors,"
or
words
of
similar
import,
means
that
the
sharehold-
ers
designated
are
entitled
to
multiply
the
number
of
votes
they
are
entitled
to
cast
by
the
number
of
directors
for
whom
they
are
entitled
to
vote
and
cast
the
product
for
a
single
candidate
or
distribute
the
product
among
two
(2)
or
more
candidates.
(d)
Shares
otherwise
entitled
to
vote
cumulatively
may
not
be
voted
cu-
mulatively
at
a
particular
meeting
unless:
(1)
The
meeting
notice
or
proxy
statement
accompanying
the
notice
states
conspicuously
that
cumulative
voting
is
authorized;
or
(2)
A
shareholder
who
has
the
right
to
cumulate
the
shareholder's
votes
gives
notice
to
the
corporation
not
less
than
forty
-
eight
(48)
hours
be-
fore
the
time
set
for
the
meeting
of
the
shareholder's
intent
to
cumu-
late
votes
during
the
meeting,
and
if
one
(1)
shareholder
gives
this
no-
tice,
all
other
shareholders
in
the
same
voting
group
participating
in
the
election
are
entitled
to
cumulate
their
votes
without
giving
fur-
ther
notice.
[30
-
29
-
728,
added
2015,
ch.
243,
sec.
62,
p.
923;
am.
2019,
ch.
90,
sec.
60,
p.
262.]
30
-
29
-
729.
INSPECTORS
OF
ELECTION.
(a)
A
corporation
that
has
a
class
of
equity
securities
registered
pursuant
to
section
12
of
the
securities
ex-
change
act
of
1934
shall,
and
any
other
corporation
may,
appoint
one
(1)
or
more
inspectors
to
act
at
a
meeting
of
shareholders
in
connection
with
de-
termining
voting
results.
Each
inspector
shall
verify
in
writing
that
the
inspector
will
faithfully
execute
the
duties
of
inspector
with
strict
impar-
tiality
and
according
to
the
best
of
the
inspector's
ability.
An
inspector
may
be
an
officer
or
employee
of
the
corporation.
The
inspectors
may
appoint
or
retain
other
persons
to
assist
the
inspectors
in
the
performance
of
the

40
duties
of
inspector
under
subsection
(b)
of
this
section,
and
may
rely
on
in-
formation
provided
by
such
persons
and
other
persons,
including
those
ap-
pointed
to
tabulate
votes,
unless
the
inspectors
believe
reliance
is
unwar-
ranted.
(b)
The
inspectors
shall:
(1)
Ascertain
the
number
of
shares
outstanding
and
the
voting
power
of
each;
(2)
Determine
the
shares
represented
at
a
meeting;
(3)
Determine
the
validity
of
proxy
appointments
and
ballots;
(4)
Count
the
votes;
and
(5)
Make
a
written
report
of
the
results.
(c)
In
performing
their
duties,
the
inspectors
may
examine:
(1)
The
proxy
appointment
forms
and
any
other
information
provided
in
accordance
with
section
30
-
29
-
722
(b),
Idaho
Code;
(2)
Any
envelope
or
related
writing
submitted
with
those
appointment
forms;
(3)
Any
ballots;
(4)
Any
evidence
or
other
information
specified
in
section
30
-
29
-
724
,
Idaho
Code;
and
(5)
The
relevant
books
and
records
of
the
corporation
relating
to
its
shareholders
and
their
entitlement
to
vote,
including
any
securities
position
list
provided
by
a
depository
clearing
agency.
(d)
The
inspectors
may
also
consider
other
information
that
they
be-
lieve
is
relevant
and
reliable
for
the
purpose
of
performing
any
of
the
du-
ties
assigned
to
them
pursuant
to
subsection
(b)
of
this
section
including
for
the
purpose
of
evaluating
inconsistent,
incomplete,
or
erroneous
infor-
mation
and
reconciling
information
submitted
on
behalf
of
banks,
brokers,
their
nominees,
or
similar
persons
that
indicates
more
votes
being
cast
than
a
proxy
authorized
by
the
record
shareholder
is
entitled
to
cast.
If
the
in-
spectors
consider
other
information
allowed
by
this
subsection,
they
shall
in
their
report
under
subsection
(b)of
this
section
specify
the
information
considered
by
them,
including
the
purpose
or
purposes
for
which
the
informa-
tion
was
considered,
the
person
or
persons
from
whom
they
obtained
the
infor-
mation,
when
the
information
was
obtained,
the
means
by
which
the
informa-
tion
was
obtained,
and
the
basis
for
the
inspectors'
belief
that
such
infor-
mation
is
relevant
and
reliable.
(e)
Determinations
of
law
by
the
inspectors
of
election
are
subject
to
de
novo
review
by
a
court
in
a
proceeding
under
section
30
-
29
-
749
,
Idaho
Code,
or
other
judicial
proceeding.
[30
-
29
-
729,
added
2015,
ch.
243,
sec.
62,
p.
923;
am.
2019,
ch.
90,
sec.
61,
p.
262.]
30
-
29
-
730.
VOTING
TRUSTS.
(a)
One
(1)
or
more
shareholders
may
create
a
voting
trust,
conferring
on
a
trustee
the
right
to
vote
or
otherwise
act
for
them,
by
signing
an
agreement
setting
out
the
provisions
of
the
trust,
which
may
include
anything
consistent
with
its
purpose,
and
transferring
their
shares
to
the
trustee.
When
a
voting
trust
agreement
is
signed,
the
trustee
shall
prepare
a
list
of
the
names
and
addresses
of
all
voting
trust
beneficial
owners,
together
with
the
number
and
class
of
shares
each
transferred
to
the
trust,
and
deliver
copies
of
the
list
and
agreement
to
the
corporation
at
its
principal
office.
(b)
A
voting
trust
becomes
effective
on
the
date
the
first
shares
sub-
ject
to
the
trust
are
registered
in
the
trustee's
name.

41
(c)
Limits,
if
any,
on
the
duration
of
a
voting
trust
shall
be
as
set
forth
in
the
voting
trust.
A
voting
trust
that
became
effective
when
this
chapter
provided
a
ten
(10)
year
limit
on
its
duration
remains
governed
by
the
provisions
of
this
section
concerning
duration
then
in
effect,
unless
the
voting
trust
is
amended
to
provide
otherwise
by
unanimous
agreement
of
the
parties
to
the
voting
trust.
[30
-
29
-
730,
added
2015,
ch.
243,
sec.
62,
p.
923;
am.
2019,
ch.
90,
sec.
62,
p.
263.]
30
-
29
-
731.
VOTING
AGREEMENTS.
(a)
Two
(2)
or
more
shareholders
may
pro-
vide
for
the
manner
in
which
they
will
vote
their
shares
by
signing
an
agree-
ment
for
that
purpose.
A
voting
agreement
created
under
this
section
is
not
subject
to
the
provisions
of
section
30
-
29
-
730
,
Idaho
Code.
(b)
A
voting
agreement
created
under
this
section
is
specifically
en-
forceable.
[30
-
29
-
731,
added
2015,
ch.
243,
sec.
62,
p.
923;
am.
2019,
ch.
90,
sec.
63,
p.
264.]
30
-
29
-
732.
SHAREHOLDER
AGREEMENTS.
(a)
An
agreement
among
the
share-
holders
of
a
corporation
that
complies
with
this
section
is
effective
among
the
shareholders
and
the
corporation
even
though
it
is
inconsistent
with
one
(1)
or
more
other
provisions
of
this
chapter
in
that
it:
(1)
Eliminates
the
board
of
directors
or
restricts
the
discretion
or
powers
of
the
board
of
directors;
(2)
Governs
the
authorization
or
making
of
distributions,
regardless
of
whether
they
are
in
proportion
to
ownership
of
shares,
subject
to
the
limitations
in
section
30
-
29
-
640
,
Idaho
Code;
(3)
Establishes
who
shall
be
directors
or
officers
of
the
corporation,
or
their
terms
of
office
or
manner
of
selection
or
removal;
(4)
Governs,
in
general
or
in
regard
to
specific
matters,
the
exercise
or
division
of
voting
power
by
or
between
the
shareholders
and
directors
or
by
or
among
any
of
them,
including
use
of
weighted
voting
rights
or
director
proxies;
(5)
Establishes
the
terms
and
conditions
of
any
agreement
for
the
transfer
or
use
of
property
or
the
provision
of
services
between
the
corporation
and
any
shareholder,
director,
officer
or
employee
of
the
corporation
or
among
any
of
them;
(6)
Transfers
to
one
(1)
or
more
shareholders
or
other
persons
all
or
part
of
the
authority
to
exercise
the
corporate
powers
or
to
manage
the
business
and
affairs
of
the
corporation,
including
the
resolution
of
any
issue
about
which
there
exists
a
deadlock
among
directors
or
share-
holders;
(7)
Requires
dissolution
of
the
corporation
at
the
request
of
one
(1)
or
more
of
the
shareholders
or
upon
the
occurrence
of
a
specified
event
or
contingency;
or
(8)
Otherwise
governs
the
exercise
of
the
corporate
powers
or
the
management
of
the
business
and
affairs
of
the
corporation
or
the
rela-
tionship
among
the
shareholders,
the
directors
and
the
corporation,
or
among
any
of
them,
and
is
not
contrary
to
public
policy.
(b)
An
agreement
authorized
by
this
section
shall
be:
(1)
As
set
forth:

42
(i)
In
the
articles
of
incorporation
or
bylaws
and
approved
by
all
persons
who
are
shareholders
at
the
time
of
the
agreement;
or
(ii)
In
a
written
agreement
that
is
signed
by
all
persons
who
are
shareholders
at
the
time
of
the
agreement
and
is
made
known
to
the
corporation;
and
(2)
Subject
to
amendment
only
by
all
persons
who
are
shareholders
at
the
time
of
the
amendment,
unless
the
agreement
provides
otherwise.
(c)
The
existence
of
an
agreement
authorized
by
this
section
shall
be
noted
conspicuously
on
the
front
or
back
of
each
certificate
for
outstanding
shares
or
on
the
information
statement
required
by
section
30
-
29
-
626
(b),
Idaho
Code.
If
at
the
time
of
the
agreement
the
corporation
has
shares
outstanding
represented
by
certificates,
the
corporation
shall
recall
the
outstanding
certificates
and
issue
substitute
certificates
that
comply
with
this
subsection.
The
failure
to
note
the
existence
of
the
agreement
on
the
certificate
or
information
statement
shall
not
affect
the
validity
of
the
agreement
or
any
action
taken
pursuant
to
it.
Any
purchaser
of
shares
who,
at
the
time
of
purchase,
did
not
have
knowledge
of
the
existence
of
the
agreement
shall
be
entitled
to
rescission
of
the
purchase.
A
purchaser
shall
be
deemed
to
have
knowledge
of
the
existence
of
the
agreement
if
its
existence
is
noted
on
the
certificate
or
information
state-
ment
for
the
shares
in
compliance
with
this
subsection
and,
if
the
shares
are
not
represented
by
a
certificate,
the
information
statement
is
delivered
to
the
purchaser
at
or
before
the
time
of
purchase
of
the
shares.
An
action
to
enforce
the
right
of
rescission
authorized
by
this
subsection
shall
be
commenced
within
the
earlier
of
ninety
(90)
days
after
discovery
of
the
ex-
istence
of
the
agreement
or
two
(2)
years
after
the
time
of
purchase
of
the
shares.
(d)
If
the
agreement
ceases
to
be
effective
for
any
reason,
the
board
of
directors
may,
if
the
agreement
is
contained
or
referred
to
in
the
corpora-
tion's
articles
of
incorporation
or
bylaws,
adopt
an
amendment
to
the
arti-
cles
of
incorporation
or
bylaws,
without
shareholder
action,
to
delete
the
agreement
and
any
references
to
it.
(e)
An
agreement
authorized
by
this
section
that
limits
the
discretion
or
powers
of
the
board
of
directors
shall
relieve
the
directors
of,
and
im-
pose
upon
the
person
or
persons
in
whom
such
discretion
or
powers
are
vested,
liability
for
acts
or
omissions
imposed
by
law
on
directors
to
the
extent
that
the
discretion
or
powers
of
the
directors
are
limited
by
the
agreement.
(f)
The
existence
or
performance
of
an
agreement
authorized
by
this
section
shall
not
be
a
ground
for
imposing
personal
liability
on
any
share-
holder
for
the
acts
or
debts
of
the
corporation
even
if
the
agreement
or
its
performance
treats
the
corporation
as
if
it
were
a
partnership
or
results
in
failure
to
observe
the
corporate
formalities
otherwise
applicable
to
the
matters
governed
by
the
agreement.
(g)
Incorporators
or
subscribers
for
shares
may
act
as
shareholders
with
respect
to
an
agreement
authorized
by
this
section
if
no
shares
have
been
issued
when
the
agreement
is
made.
(h)
Limits,
if
any,
on
the
duration
of
an
agreement
authorized
by
this
section
must
be
set
forth
in
the
agreement.
An
agreement
that
became
effec-
tive
when
this
chapter
provided
for
a
limit
of
ten
(10)
years
on
duration
of
shareholder
agreements,
unless
the
agreement
provided
otherwise,
remains
governed
by
the
provisions
of
this
section
concerning
duration
then
in
ef-
fect.

43
[30
-
29
-
732,
added
2015,
ch.
243,
sec.
62,
p.
924;
am.
2019,
ch.
90,
sec.
64,
p.
264.]
30
-
29
-
740.
PART
DEFINITIONS.
As
used
in
sections
30
-
29
-
741
through
30
-
29
-
747
,
Idaho
Code:
(1)
"Derivative
proceeding"
means
a
civil
suit
in
the
right
of
a
domes-
tic
corporation
or,
to
the
extent
provided
in
section
30
-
29
-
747
,
Idaho
Code,
in
the
right
of
a
foreign
corporation.
(2)
"Shareholder"
means
a
record
shareholder,
a
beneficial
share-
holder,
and
an
unrestricted
voting
trust
beneficial
owner.
[30
-
29
-
740,
added
2015,
ch.
243,
sec.
62,
p.
925;
am.
2019,
ch.
90,
sec.
65,
p.
266.]
30
-
29
-
741.
STANDING.
A
shareholder
may
not
commence
or
maintain
a
derivative
proceeding
unless
the
shareholder:
(a)
Was
a
shareholder
of
the
corporation
at
the
time
of
the
act
or
omis-
sion
complained
of
or
became
a
shareholder
through
transfer
by
operation
of
law
from
one
(1)
who
was
a
shareholder
at
that
time;
and
(b)
Fairly
and
adequately
represents
the
interests
of
the
corporation
in
enforcing
the
right
of
the
corporation.
[30
-
29
-
741,
added
2015,
ch.
243,
sec.
62,
p.
925;
am.
2019,
ch.
90,
sec.
66,
p.
266.]
30
-
29
-
742.
DEMAND.
No
shareholder
may
commence
a
derivative
proceeding
until:
(a)
A
written
demand
has
been
made
upon
the
corporation
to
take
suitable
action;
and
(b)
Ninety
(90)
days
have
expired
from
the
date
delivery
of
the
demand
was
made
unless
the
shareholder
has
earlier
been
notified
that
the
demand
has
been
rejected
by
the
corporation
or
unless
irreparable
injury
to
the
corpo-
ration
would
result
by
waiting
for
the
expiration
of
the
ninety
(90)
day
pe-
riod.
[30
-
29
-
742,
added
2015,
ch.
243,
sec.
62,
p.
925;
am.
2019,
ch.
90,
sec.
67,
p.
266.]
30
-
29
-
743.
STAY
OF
PROCEEDINGS.
If
the
corporation
commences
an
in-
quiry
into
the
allegations
made
in
the
demand
or
complaint,
the
court
may
stay
any
derivative
proceeding
for
such
period
as
the
court
deems
appropri-
ate.
[30
-
29
-
743,
added
2015,
ch.
243,
sec.
62,
p.
925.]
30
-
29
-
744.
DISMISSAL.
(a)
A
derivative
proceeding
shall
be
dismissed
by
the
court
on
motion
by
the
corporation
if
one
(1)
of
the
groups
specified
in
subsection
(b)
or
(e)
of
this
section
has
determined
in
good
faith
after
conducting
a
reasonable
inquiry
upon
which
its
conclusions
are
based
that
the
maintenance
of
the
derivative
proceeding
is
not
in
the
best
interests
of
the
corporation.
(b)
Unless
a
panel
is
appointed
pursuant
to
subsection
(e)
of
this
sec-
tion,
the
determination
in
subsection
(a)
of
this
section
shall
be
made
by:

44
(1)
A
majority
vote
of
qualified
directors
present
at
a
meeting
of
the
board
of
directors
if
the
qualified
directors
constitute
a
quorum;
or
(2)
A
majority
vote
of
a
committee
consisting
of
two
(2)
or
more
qualified
directors
appointed
by
majority
vote
of
qualified
directors
present
at
a
meeting
of
the
board
of
directors,
regardless
of
whether
such
qualified
directors
constitute
a
quorum.
(c)
If
a
derivative
proceeding
is
commenced
after
a
determination
has
been
made
rejecting
a
demand
by
a
shareholder,
the
complaint
shall
allege
with
particularity
facts
establishing
either:
(1)
That
a
majority
of
the
board
of
directors
did
not
consist
of
inde-
pendent
directors
at
the
time
the
determination
was
made;
or
(2)
That
the
requirements
of
subsection
(a)
of
this
section
have
not
been
met.
(d)
If
a
majority
of
the
board
of
directors
consisted
of
qualified
di-
rectors
at
the
time
the
determination
was
made,
the
plaintiff
shall
have
the
burden
of
proving
that
the
requirements
of
subsection
(a)
of
this
section
have
been
met;
if
not,
the
corporation
shall
have
the
burden
of
proving
that
the
requirements
of
subsection
(a)
of
this
section
have
been
met.
(e)
Upon
motion
by
the
corporation,
the
court
may
appoint
a
panel
of
one
(1)
or
more
individuals
to
make
a
determination
whether
the
maintenance
of
the
derivative
proceeding
is
in
the
best
interests
of
the
corporation.
In
such
case,
the
plaintiff
shall
have
the
burden
of
proving
that
the
require-
ments
of
subsection
(a)
of
this
section
have
not
been
met.
[30
-
29
-
744,
added
2015,
ch.
243,
sec.
62,
p.
926;
am.
2019,
ch.
90,
sec.
68,
p.
266.]
30
-
29
-
745.
DISCONTINUANCE
OR
SETTLEMENT.
A
derivative
proceeding
may
not
be
discontinued
or
settled
without
the
court's
approval.
If
the
court
determines
that
a
proposed
discontinuance
or
settlement
will
substantially
affect
the
interests
of
the
corporation's
shareholders
or
a
class
or
series
of
shareholders,
the
court
shall
direct
that
notice
be
given
to
the
share-
holders
affected.
[30
-
29
-
745,
added
2015,
ch.
243,
sec.
62,
p.
926;
am.
2019,
ch.
90,
sec.
69,
p.
267.]
30
-
29
-
746.
PAYMENT
OF
EXPENSES.
On
termination
of
the
derivative
pro-
ceeding
the
court
may:
(a)
Order
the
corporation
to
pay
the
plaintiff's
expenses
incurred
in
the
proceeding
if
it
finds
that
the
proceeding
has
resulted
in
a
substantial
benefit
to
the
corporation;
(b)
Order
the
plaintiff
to
pay
any
defendant's
expenses
incurred
in
de-
fending
the
proceeding
if
it
finds
that
the
proceeding
was
commenced
or
main-
tained
without
reasonable
cause
or
for
an
improper
purpose;
or
(c)
Order
a
party
to
pay
an
opposing
party's
expenses
incurred
because
of
the
filing
of
a
pleading,
motion
or
other
paper,
if
it
finds
that
the
pleading,
motion
or
other
paper
was
not
well
grounded
in
fact,
after
reason-
able
inquiry,
or
warranted
by
existing
law
or
a
good
faith
argument
for
the
extension,
modification
or
reversal
of
existing
law
or
was
interposed
for
an
improper
purpose,
such
as
to
harass
or
cause
unnecessary
delay
or
needless
increase
in
the
cost
of
litigation.

45
[30
-
29
-
746,
added
2015,
ch.
243,
sec.
62,
p.
926;
am.
2019,
ch.
90,
sec.
70,
p.
267.]
30
-
29
-
747.
APPLICABILITY
TO
FOREIGN
CORPORATIONS.
In
any
derivative
proceeding
in
the
right
of
a
foreign
corporation,
the
matters
covered
by
sec-
tions
30
-
29
-
740
through
30
-
29
-
746
,
Idaho
Code,
shall
be
governed
by
the
laws
of
the
jurisdiction
of
incorporation
of
the
foreign
corporation
except
for
sections
30
-
29
-
743
,
30
-
29
-
745
and
30
-
29
-
746
,
Idaho
Code.
[30
-
29
-
747,
added
2015,
ch.
243,
sec.
62,
p.
927.]
30
-
29
-
748.
SHAREHOLDER
ACTION
TO
APPOINT
A
CUSTODIAN
OR
RECEIVER.
(a)
The
Idaho
district
court
of
the
county
where
a
corporation's
principal
of-
fice
is
located,
or,
if
none
in
this
state,
Ada
county,
may
appoint
one
(1)
or
more
persons
to
be
custodians,
or,
if
the
corporation
is
insolvent,
to
be
receivers,
of
and
for
a
corporation
in
a
proceeding
by
a
shareholder
where
it
is
established
that:
(1)
The
directors
are
deadlocked
in
the
management
of
the
corporate
af-
fairs,
the
shareholders
are
unable
to
break
the
deadlock,
and
irrepara-
ble
injury
to
the
corporation
is
threatened
or
being
suffered;
or
(2)
The
directors
or
those
in
control
of
the
corporation
are
acting
fraudulently
and
irreparable
injury
to
the
corporation
is
threatened
or
being
suffered.
(b)
The
court:
(1)
May
issue
injunctions,
appoint
a
temporary
custodian
or
temporary
receiver
with
all
the
powers
and
duties
the
court
directs,
take
other
action
to
preserve
the
corporate
assets
wherever
located,
and
carry
on
the
business
of
the
corporation
until
a
full
hearing
is
held;
(2)
Shall
hold
a
full
hearing,
after
notifying
all
parties
to
the
pro-
ceeding
and
any
interested
persons
designated
by
the
court,
before
ap-
pointing
a
custodian
or
receiver;
and
(3)
Has
jurisdiction
over
the
corporation
and
all
of
its
property,
wherever
located.
(c)
The
court
may
appoint
an
individual,
or
domestic
or
foreign
corpo-
ration
registered
to
do
business
in
this
state,
as
a
custodian
or
receiver
and
may
require
the
custodian
or
receiver
to
post
bond,
with
or
without
sureties,
in
an
amount
the
court
directs.
(d)
The
court
shall
describe
the
powers
and
duties
of
the
custodian
or
receiver
in
its
appointing
order,
which
may
be
amended
from
time
to
time.
Among
other
powers:
(1)
A
custodian
may
exercise
all
of
the
powers
of
the
corporation,
through
or
in
place
of
its
board
of
directors,
to
the
extent
necessary
to
manage
the
business
and
affairs
of
the
corporation;
and
(2)
A
receiver
may
dispose
of
all
or
any
part
of
the
assets
of
the
cor-
poration
wherever
located,
at
a
public
or
private
sale,
if
authorized
by
the
court;
and
may
sue
and
defend
in
the
receiver's
own
name
as
receiver
in
all
courts
of
this
state.
(e)
The
court
during
a
custodianship
may
redesignate
the
custodian
a
receiver,
and
during
a
receivership
may
redesignate
the
receiver
a
custo-
dian,
if
doing
so
is
in
the
best
interests
of
the
corporation.
(f)
The
court
from
time
to
time
during
the
custodianship
or
re-
ceivership
may
order
compensation
paid
and
expense
disbursements
or
reimbursements
made
to
the
custodian
or
receiver
from
the
assets
of
the
corporation
or
proceeds
from
the
sale
of
its
assets.

46
(g)
As
used
in
this
section,
"shareholder"
means
a
record
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner.
[30
-
29
-
748,
added
2019,
ch.
90,
sec.
71,
p.
268.]
30
-
29
-
749.
JUDICIAL
DETERMINATION
OF
CORPORATE
OFFICES
AND
REVIEW
OF
ELECTIONS
AND
SHAREHOLDER
VOTES.
(a)
Upon
application
of
or
in
a
proceeding
commenced
by
a
person
specified
in
subsection
(b)
of
this
section,
the
Idaho
district
court
of
the
county
where
a
corporation's
principal
office
is
lo-
cated,
or,
if
none
in
this
state,
Ada
county,
may
determine:
(1)
The
result
or
validity
of
the
election,
appointment,
removal,
or
resignation
of
a
director
or
officer
of
the
corporation;
(2)
The
right
of
an
individual
to
hold
the
office
of
director
or
officer
of
the
corporation;
(3)
The
result
or
validity
of
any
vote
by
the
shareholders
of
the
corpo-
ration;
(4)
The
right
of
a
director
to
membership
on
a
committee
of
the
board
of
directors;
and
(5)
The
right
of
a
person
to
nominate,
or
an
individual
to
be
nominated,
as
a
candidate
for
election
or
appointment
as
a
director
of
the
corpo-
ration
and
any
right
under
a
bylaw
adopted
pursuant
to
section
30
-
29
-
206
(c),
Idaho
Code,
or
any
comparable
right
under
any
provision
of
the
articles
of
incorporation,
contract,
or
applicable
law.
(b)
An
application
or
proceeding
pursuant
to
subsection
(a)
of
this
section
may
be
filed
or
commenced
by
any
of
the
following
persons:
(1)
The
corporation;
(2)
Any
record
shareholder,
beneficial
shareholder,
or
unrestricted
voting
trust
beneficial
owner
of
the
corporation;
(3)
A
director
of
the
corporation,
an
individual
claiming
the
office
of
director,
or
a
director
whose
membership
on
a
committee
of
the
board
of
directors
is
contested,
in
each
case
who
is
seeking
a
determination
of
his
or
her
right
to
such
office
or
membership;
(4)
An
officer
of
the
corporation
or
an
individual
claiming
to
be
an
of-
ficer
of
the
corporation,
in
each
case
who
is
seeking
a
determination
of
his
or
her
right
to
such
office;
and
(5)
A
person
claiming
a
right
covered
by
subsection
(a)(5)
of
this
sec-
tion
and
who
is
seeking
a
determination
of
such
right.
(c)
In
connection
with
any
application
or
proceeding
under
subsection
(a)
of
this
section,
the
following
shall
be
named
as
defendants,
unless
such
person
made
the
application
or
commenced
the
proceeding:
(1)
The
corporation;
(2)
Any
individual
whose
right
to
office
or
membership
on
a
committee
of
the
board
of
directors
is
contested;
(3)
Any
individual
claiming
the
office
or
membership
at
issue;
and
(4)
Any
person
claiming
a
right
covered
by
subsection
(a)(5)
that
is
at
issue.
(d)
In
connection
with
any
application
or
proceeding
under
subsection
(a)
of
this
section,
service
of
process
may
be
made
upon
each
of
the
persons
specified
in
subsection
(c)
of
this
section
either
by:
(1)
Service
of
process
on
the
corporation
addressed
to
such
person
in
any
manner
provided
by
statute
of
this
state
or
by
rule
of
the
applicable
court
for
service
on
the
corporation;
or

47
(2)
Service
of
process
on
the
person
in
any
manner
provided
by
statute
of
this
state
or
by
rule
of
the
applicable
court.
(e)
When
service
of
process
is
made
upon
a
person
other
than
the
corpo-
ration
by
service
upon
the
corporation
pursuant
to
subsection
(d)(1)
of
this
section,
the
plaintiff
and
the
corporation
or
its
registered
agent
shall
promptly
provide
written
notice
of
such
service,
together
with
copies
of
all
process
and
the
application
or
complaint,
to
the
person
at
the
person's
last
known
residence
or
business
address,
or
as
permitted
by
statute
of
this
state
or
by
rule
of
the
applicable
court.
(f)
In
connection
with
any
application
or
proceeding
under
subsection
(a)
of
this
section,
the
court
shall
dispose
of
the
application
or
proceeding
on
an
expedited
basis
and
also
may:
(1)
Order
such
additional
or
further
notice
as
the
court
deems
proper
under
the
circumstances;
(2)
Order
that
additional
persons
be
joined
as
parties
to
the
proceed-
ing
if
the
court
determines
that
such
joinder
is
necessary
for
a
just
adjudication
of
matters
before
the
court;
(3)
Order
an
election
or
meeting
be
held
in
accordance
with
the
provi-
sions
of
section
30
-
29
-
703
(b)
or
otherwise;
(4)
Appoint
a
master
to
conduct
an
election
or
meeting;
(5)
Enter
temporary,
preliminary,
or
permanent
injunctive
relief;
(6)
Resolve,
solely
for
the
purpose
of
this
proceeding,
any
legal
or
factual
issues
necessary
for
the
resolution
of
any
of
the
matters
speci-
fied
in
subsection
(a)
of
this
section,
including
the
right
and
power
of
persons
claiming
to
own
shares
to
vote
at
any
meeting
of
the
sharehold-
ers;
and
(7)
Order
such
other
relief
as
the
court
determines
is
equitable,
just,
and
proper.
(g)
It
is
not
necessary
to
make
shareholders
a
party
to
a
proceeding
or
application
pursuant
to
this
section
unless
the
shareholder
is
a
required
defendant
under
subsection
(c)(4)
of
this
section,
relief
is
sought
against
the
shareholder
individually,
or
the
court
orders
joinder
pursuant
to
sub-
section
(f)(2)
of
this
section.
(h)
Nothing
in
this
section
limits,
restricts,
or
abolishes
the
subject
matter
jurisdiction
or
powers
of
the
court
as
existed
before
the
enactment
of
this
section,
and
an
application
or
proceeding
pursuant
to
this
section
is
not
the
exclusive
remedy
or
proceeding
available
with
respect
to
the
matters
specified
in
subsection
(a)
of
this
section.
[30
-
29
-
749,
added
2019,
ch.
90,
sec.
72,
p.
268.]
PART
8
DIRECTORS
AND
OFFICERS
30
-
29
-
801.
REQUIREMENT
FOR
AND
DUTIES
OF
BOARD
OF
DIRECTORS.
(a)
Except
as
may
be
provided
in
an
agreement
authorized
under
section
30
-
29
-
732
,
Idaho
Code,
each
corporation
shall
have
a
board
of
directors.
(b)
Except
as
may
be
provided
in
an
agreement
authorized
under
section
30
-
29
-
732
,
Idaho
Code,
and
subject
to
any
limitation
in
the
articles
of
incorporation
permitted
by
section
30
-
29
-
202
(b),
Idaho
Code,
all
corporate
powers
shall
be
exercised
by
or
under
the
authority
of
the
board
of
direc-
tors,
and
the
business
and
affairs
of
the
corporation
shall
be
managed
by
or
under
the
direction,
and
subject
to
the
oversight
of
the
board
of
directors.

48
[30
-
29
-
801,
added
2015,
ch.
243,
sec.
63,
p.
927;
am.
2019,
ch.
90,
sec.
73,
p.
270.]
30
-
29
-
802.
QUALIFICATIONS
OF
DIRECTORS.
(a)
The
articles
of
incorpo-
ration
or
bylaws
may
prescribe
qualifications
for
directors
or
for
nominees
for
directors.
Qualifications
must
be
reasonable
as
applied
to
the
corpora-
tion
and
be
lawful.
(b)
A
requirement
that
is
based
on
a
past,
prospective,
or
current
ac-
tion,
or
expression
of
opinion,
by
a
nominee
or
director
that
could
limit
the
ability
of
a
nominee
or
director
to
discharge
his
or
her
duties
as
a
direc-
tor
is
not
a
permissible
qualification
under
this
section.
Notwithstanding
the
foregoing,
qualifications
may
include
not
being
or
having
been
subject
to
specified
criminal,
civil,
or
regulatory
sanctions
or
not
having
been
re-
moved
as
a
director
by
judicial
action
or
for
cause.
(c)
A
director
need
not
be
a
resident
of
this
state
or
a
shareholder
of
the
corporation
unless
the
articles
of
incorporation
or
bylaws
so
prescribe.
(d)
A
qualification
for
nomination
for
director
prescribed
before
a
person's
nomination
shall
apply
to
such
person
at
the
time
of
nomination.
A
qualification
for
nomination
for
director
prescribed
after
a
person's
nomination
shall
not
apply
to
such
person
with
respect
to
such
nomination.
(e)
A
qualification
for
director
prescribed
before
a
director
has
been
elected
or
appointed
may
apply
only
at
the
time
an
individual
becomes
a
di-
rector
or
may
apply
during
a
director's
term.
A
qualification
prescribed
af-
ter
a
director
has
been
elected
or
appointed
shall
not
apply
to
that
director
before
the
end
of
that
director's
term.
[30
-
29
-
802,
added
2015,
ch.
243,
sec.
63,
p.
927;
am.
2019,
ch.
90,
sec.
74,
p.
270.]
30
-
29
-
803.
NUMBER
AND
ELECTION
OF
DIRECTORS.
(a)
A
board
of
directors
shall
consist
of
one
(1)
or
more
individuals,
with
the
number
specified
in
or
fixed
in
accordance
with
the
articles
of
incorporation
or
bylaws.
(b)
The
number
of
directors
may
be
increased
or
decreased
from
time
to
time
by
amendment
to,
or
in
the
manner
provided
in,
the
articles
of
incorpo-
ration
or
bylaws.
(c)
Directors
are
elected
at
the
first
annual
shareholders'
meeting
and
at
each
annual
shareholders'
meeting
thereafter
unless
elected
by
written
consent
in
lieu
of
an
annual
meeting
as
permitted
by
section
30
-
29
-
704
,
Idaho
Code,
or
unless
their
terms
are
staggered
under
section
30
-
29
-
806
,
Idaho
Code.
[30
-
29
-
803,
added
2015,
ch.
243,
sec.
63,
p.
927;
am.
2019,
ch.
90,
sec.
75,
p.
271.]
30
-
29
-
804.
ELECTION
OF
DIRECTORS
BY
CERTAIN
CLASSES
OR
SERIES
OF
SHARES.
If
the
articles
of
incorporation
or
action
by
the
board
of
directors
pursuant
to
section
30
-
29
-
602
,
Idaho
Code,
authorizes
dividing
the
shares
into
classes
or
series,
the
articles
of
incorporation
may
also
authorize
the
election
of
all
or
a
specified
number
of
directors
by
the
holders
of
one
(1)
or
more
authorized
classes
or
series
of
shares.
A
class
or
series,
or
multi-
ple
classes
or
series,
of
shares
entitled
to
elect
one
(1)
or
more
directors
is
a
separate
voting
group
for
purposes
of
the
election
of
directors.

49
[30
-
29
-
804,
added
2015,
ch.
243,
sec.
63,
p.
927;
am.
2019,
ch.
90,
sec.
76,
p.
271.]
30
-
29
-
805.
TERMS
OF
DIRECTORS
GENERALLY.
(a)
The
terms
of
the
initial
directors
of
a
corporation
expire
at
the
first
shareholders'
meeting
at
which
directors
are
elected.
(b)
The
terms
of
all
other
directors
expire
at
the
next,
or
if
their
terms
are
staggered
in
accordance
with
section
30
-
29
-
806
,
Idaho
Code,
at
the
applicable
second
or
third
annual
shareholders'
meeting
following
their
election
except
to
the
extent
provided
in
section
30
-
29
-
1022
,
Idaho
Code,
if
a
bylaw
electing
to
be
governed
by
that
section
is
in
effect
or
if
a
shorter
term
is
specified
in
the
articles
of
incorporation
in
the
event
of
a
director
nominee
failing
to
receive
a
specified
vote
for
election.
(c)
A
decrease
in
the
number
of
directors
does
not
shorten
an
incumbent
director's
term.
(d)
The
term
of
a
director
elected
to
fill
a
vacancy
expires
at
the
next
shareholders'
meeting
at
which
directors
are
elected.
(e)
Except
to
the
extent
otherwise
provided
in
the
articles
of
incor-
poration
or
under
section
30
-
29
-
1022
,
Idaho
Code,
if
a
bylaw
electing
to
be
governed
by
that
section
is
in
effect,
despite
the
expiration
of
a
direc-
tor's
term,
the
director
continues
to
serve
until
the
director's
successor
is
elected
and
qualifies
or
there
is
a
decrease
in
the
number
of
directors.
[30
-
29
-
805,
added
2015,
ch.
243,
sec.
63,
p.
927;
am.
2019,
ch.
90,
sec.
77,
p.
271.]
30
-
29
-
806.
STAGGERED
TERMS
FOR
DIRECTORS.
The
articles
of
incorpora-
tion
may
provide
for
staggering
the
terms
of
directors
by
dividing
the
total
number
of
directors
into
two
(2)
or
three
(3)
groups,
with
each
group
con-
taining
one
-
half
(1/2)
or
one
-
third
(1/3)
of
the
total,
as
near
as
may
be
practicable.
In
that
event,
the
terms
of
directors
in
the
first
group
expire
at
the
first
annual
shareholders'
meeting
after
their
election,
the
terms
of
the
second
group
expire
at
the
second
annual
shareholders'
meeting
after
their
election,
and
the
terms
of
the
third
group,
if
any,
expire
at
the
third
annual
shareholders'
meeting
after
their
election.
At
each
annual
share-
holders'
meeting
held
thereafter,
directors
shall
be
elected
for
a
term
of
two
(2)
years
or
three
(3)
years,
as
the
case
may
be,
to
succeed
those
whose
terms
expire.
[30
-
29
-
806,
added
2015,
ch.
243,
sec.
63,
p.
928;
am.
2019,
ch.
90,
sec.
78,
p.
272.]
30
-
29
-
807.
RESIGNATION
OF
DIRECTORS.
(a)
A
director
may
resign
at
any
time
by
delivering
a
written
notice
of
resignation
to
the
board
of
directors,
its
chair,
or
the
secretary.
(b)
A
resignation
is
effective
as
provided
in
section
30
-
29
-
141
(i),
Idaho
Code,
unless
the
resignation
provides
for
a
delayed
effectiveness,
including
effectiveness
determined
upon
a
future
event
or
events.
A
res-
ignation
that
is
conditioned
upon
failing
to
receive
a
specified
vote
for
election
as
a
director
may
provide
that
it
is
irrevocable.
[30
-
29
-
807,
added
2015,
ch.
243,
sec.
63,
p.
928;
am.
2019,
ch.
90,
sec.
79,
p.
272.]

50
30
-
29
-
808.
REMOVAL
OF
DIRECTORS
BY
SHAREHOLDERS.
(a)
The
shareholders
may
remove
one
(1)
or
more
directors
with
or
without
cause
unless
the
arti-
cles
of
incorporation
provide
that
directors
may
be
removed
only
for
cause.
(b)
If
a
director
is
elected
by
a
voting
group
of
shareholders,
only
the
shareholders
of
that
voting
group
may
participate
in
the
vote
to
remove
that
director.
(c)
A
director
may
be
removed
if
the
number
of
votes
cast
to
remove
ex-
ceeds
the
number
of
votes
cast
not
to
remove
the
director,
except
to
the
ex-
tent
the
articles
of
incorporation
or
bylaws
require
a
greater
number;
pro-
vided
that
if
cumulative
voting
is
authorized,
a
director
may
not
be
removed
if,
in
the
case
of
a
meeting,
the
number
of
votes
sufficient
to
elect
the
di-
rector
under
cumulative
voting
is
voted
against
removal
and,
if
action
is
taken
by
less
than
unanimous
written
consent,
voting
shareholders
entitled
to
the
number
of
votes
sufficient
to
elect
the
director
under
cumulative
vot-
ing
do
not
consent
to
the
removal.
(d)
A
director
may
be
removed
by
the
shareholders
only
at
a
meeting
called
for
the
purpose
of
removing
the
director
and
the
meeting
notice
must
state
that
removal
of
the
director
is
a
purpose
of
the
meeting.
[30
-
29
-
808,
added
2015,
ch.
243,
sec.
63,
p.
928;
am.
2019,
ch.
90,
sec.
80,
p.
272.]
30
-
29
-
809.
REMOVAL
OF
DIRECTORS
BY
JUDICIAL
PROCEEDING.
(a)
The
Idaho
district
court
of
the
county
where
a
corporation's
principal
office
is
lo-
cated,
or,
if
none
in
this
state,
Ada
county,
may
remove
a
director
from
of-
fice
or
may
order
other
relief,
including
barring
the
director
from
reelec-
tion
for
a
period
prescribed
by
the
court,
in
a
proceeding
commenced
by
or
in
the
right
of
the
corporation
if
the
court
finds
that:
(1)
The
director
engaged
in
fraudulent
conduct
with
respect
to
the
cor-
poration
or
its
shareholders,
grossly
abused
the
position
of
director,
or
intentionally
inflicted
harm
on
the
corporation;
and
(2)
Considering
the
director's
course
of
conduct
and
the
inadequacy
of
other
available
remedies,
removal,
or
other
such
relief
would
be
in
the
best
interest
of
the
corporation.
(b)
A
shareholder
proceeding
on
behalf
of
the
corporation
under
subsec-
tion
(a)
of
this
section
shall
comply
with
all
of
the
requirements
of
sec-
tions
30
-
29
-
740
through
30
-
29
-
747
,
Idaho
Code,
except
section
30
-
29
-
741
(a),
Idaho
Code.
[30
-
29
-
809,
added
2015,
ch.
243,
sec.
63,
p.
928;
am.
2019,
ch.
90,
sec.
81,
p.
273.]
30
-
29
-
810.
VACANCY
ON
BOARD
OF
DIRECTORS.
(a)
Unless
the
articles
of
incorporation
provide
otherwise,
if
a
vacancy
occurs
on
a
board
of
direc-
tors,
including
a
vacancy
resulting
from
an
increase
in
the
number
of
direc-
tors:
(1)
The
shareholders
may
fill
the
vacancy;
(2)
The
board
of
directors
may
fill
the
vacancy;
or
(3)
If
the
directors
remaining
in
office
are
fewer
than
a
quorum,
they
may
fill
the
vacancy
by
the
affirmative
vote
of
a
majority
of
all
the
di-
rectors
remaining
in
office.
(b)
If
the
vacant
office
was
held
by
a
director
elected
by
a
voting
group
of
shareholders,
only
the
holders
of
shares
of
that
voting
group
are
entitled
to
vote
to
fill
the
vacancy
if
it
is
filled
by
the
shareholders,
and
only
the

51
remaining
directors
elected
by
that
voting
group,
even
if
fewer
than
a
quo-
rum,
are
entitled
to
fill
the
vacancy
if
it
is
filled
by
the
directors.
(c)
A
vacancy
that
will
occur
at
a
specific
later
date,
by
reason
of
a
resignation
effective
at
a
later
date
under
section
30
-
29
-
807
(b),
Idaho
Code,
or
otherwise,
may
be
filled
before
the
vacancy
occurs
but
the
new
di-
rector
may
not
take
office
until
the
vacancy
occurs.
[30
-
29
-
810,
added
2015,
ch.
243,
sec.
63,
p.
929;
am.
2019,
ch.
90,
sec.
82,
p.
273.]
30
-
29
-
811.
COMPENSATION
OF
DIRECTORS.
Unless
the
articles
of
incorpo-
ration
or
bylaws
provide
otherwise,
the
board
of
directors
may
fix
the
com-
pensation
of
directors.
[30
-
29
-
811,
added
2015,
ch.
243,
sec.
63,
p.
929.]
30
-
29
-
820.
MEETINGS.
(a)
The
board
of
directors
may
hold
regular
or
special
meetings
in
or
out
of
this
state.
(b)
Unless
restricted
by
the
articles
of
incorporation
or
bylaws,
any
or
all
directors
may
participate
in
any
meeting
of
the
board
of
directors
through
the
use
of,
any
means
of
communication
by
which
all
directors
partic-
ipating
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.
[30
-
29
-
820,
added
2015,
ch.
243,
sec.
63,
p.
929;
am.
2019,
ch.
90,
sec.
83,
p.
273.]
30
-
29
-
821.
ACTION
WITHOUT
MEETING.
(a)
Except
to
the
extent
that
the
articles
of
incorporation
or
bylaws
require
that
action
by
the
board
of
di-
rectors
be
taken
at
a
meeting,
action
required
or
permitted
by
this
chapter
to
be
taken
by
the
board
of
directors
may
be
taken
without
a
meeting
if
each
director
signs
a
consent
describing
the
action
to
be
taken
and
delivers
it
to
the
corporation.
(b)
Action
taken
under
this
section
is
the
act
of
the
board
of
directors
when
one
(1)
or
more
consents
signed
by
all
the
directors
are
delivered
to
the
corporation.
The
consent
may
specify
a
later
time
as
the
time
at
which
the
action
taken
is
to
be
effective.
A
director's
consent
may
be
withdrawn
by
a
revocation
signed
by
the
director
and
delivered
to
the
corporation
before
delivery
to
the
corporation
of
unrevoked
written
consents
signed
by
all
the
directors.
(c)
A
consent
signed
under
this
section
has
the
effect
of
action
taken
at
a
meeting
of
the
board
of
directors
and
may
be
described
as
such
in
any
doc-
ument.
[30
-
29
-
821,
added
2015,
ch.
243,
sec.
63,
p.
929;
am.
2019,
ch.
90,
sec.
84,
p.
274.]
30
-
29
-
822.
NOTICE
OF
MEETING.
(a)
Unless
the
articles
of
incorporation
or
bylaws
provide
otherwise,
regular
meetings
of
the
board
of
directors
may
be
held
without
notice
of
the
date,
time,
place
or
purpose
of
the
meeting.
(b)
Unless
the
articles
of
incorporation
or
bylaws
provide
for
a
longer
or
shorter
period,
special
meetings
of
the
board
of
directors
shall
be
pre-

52
ceded
by
at
least
two
(2)
days'
notice
of
the
date,
time,
and
place
of
the
meeting.
The
notice
need
not
describe
the
purpose
of
the
special
meeting
un-
less
required
by
the
articles
of
incorporation
or
bylaws.
[30
-
29
-
822,
added
2015,
ch.
243,
sec.
63,
p.
929;
am.
2019,
ch.
90,
sec.
85,
p.
274.]
30
-
29
-
823.
WAIVER
OF
NOTICE.
(a)
A
director
may
waive
any
notice
re-
quired
by
this
chapter,
the
articles
of
incorporation,
or
the
bylaws
before
or
after
the
date
and
time
stated
in
the
notice.
Except
as
provided
by
sub-
section
(b)
of
this
section,
the
waiver
must
be
in
writing,
signed
by
the
di-
rector
entitled
to
the
notice,
and
delivered
to
the
corporation
for
filing
by
the
corporation
with
the
minutes
or
corporate
records.
(b)
A
director's
attendance
at
or
participation
in
a
meeting
waives
any
required
notice
to
the
director
of
the
meeting
unless
the
director
at
the
beginning
of
the
meeting,
or
promptly
upon
arrival,
objects
to
holding
the
meeting
or
transacting
business
at
the
meeting
and
does
not
after
objecting
vote
for
or
assent
to
action
taken
at
the
meeting.
[30
-
29
-
823,
added
2015,
ch.
243,
sec.
63,
p.
930;
am.
2019,
ch.
90,
sec.
86,
p.
274.]
30
-
29
-
824.
QUORUM
AND
VOTING.
(a)
Unless
the
articles
of
incorporation
or
bylaws
provide
for
a
greater
or
fewer
number
or
unless
otherwise
expressly
provided
in
this
chapter,
a
quorum
of
a
board
of
directors
consists
of
a
ma-
jority
of
the
number
of
directors
specified
in
or
fixed
in
accordance
with
the
articles
of
incorporation
or
bylaws.
(b)
The
quorum
of
the
board
of
directors
specified
in
or
fixed
in
accor-
dance
with
the
articles
of
incorporation
or
bylaws
may
not
consist
of
fewer
than
one
-
third
(1/3)
of
the
specified
or
fixed
number
of
directors.
(c)
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
of
directors
unless
the
articles
of
incorporation
or
bylaws
require
the
vote
of
a
greater
number
of
directors
or
unless
otherwise
expressly
provided
in
this
chapter.
(d)
A
director
who
is
present
at
a
meeting
of
the
board
of
directors
or
a
committee
when
corporate
action
is
taken
is
deemed
to
have
assented
to
the
action
taken
unless:
(1)
The
director
objects
at
the
beginning
of
the
meeting,
or
promptly
upon
arrival,
to
holding
it
or
transacting
business
at
the
meeting;
(2)
The
dissent
or
abstention
from
the
action
taken
is
entered
in
the
minutes
of
the
meeting;
or
(3)
The
director
delivers
written
notice
of
the
director's
dissent
or
abstention
to
the
presiding
officer
of
the
meeting
before
its
adjourn-
ment
or
to
the
corporation
immediately
after
adjournment
of
the
meet-
ing.
The
right
of
dissent
or
abstention
is
not
available
to
a
director
who
votes
in
favor
of
the
action
taken.
[30
-
29
-
824,
added
2015,
ch.
243,
sec.
63,
p.
930;
am.
2019,
ch.
90,
sec.
87,
p.
274.]
30
-
29
-
825.
BOARD
COMMITTEES.
(a)
Unless
this
chapter,
the
articles
of
incorporation,
or
the
bylaws
provide
otherwise,
a
board
of
directors
may
es-
tablish
one
(1)
or
more
board
committees
composed
exclusively
of
one
(1)
or
more
directors
to
perform
functions
of
the
board
of
directors.

53
(b)
The
establishment
of
a
board
committee
and
appointment
of
members
to
it
shall
be
approved
by
the
greater
of:
(1)
A
majority
of
all
the
directors
in
office
when
the
action
is
taken;
or
(2)
The
number
of
directors
required
by
the
articles
of
incorporation
or
bylaws
to
take
action
under
section
30
-
29
-
824
,
Idaho
Code,
unless,
in
either
case,
this
chapter
or
the
articles
of
incorporation
provide
otherwise.
(c)
Sections
30
-
29
-
820
through
30
-
29
-
824
,
Idaho
Code,
apply
to
board
committees
and
their
members.
(d)
A
board
committee
may
exercise
the
powers
of
the
board
of
directors
under
section
30
-
29
-
801
,
Idaho
Code,
to
the
extent
specified
by
the
board
of
directors
or
in
the
articles
of
incorporation
or
bylaws,
except
that
a
board
committee
may
not:
(1)
Authorize
or
approve
distributions,
except
according
to
a
formula
or
method,
or
within
limits,
prescribed
by
the
board
of
directors;
(2)
Approve
or
propose
to
shareholders
action
that
this
chapter
re-
quires
be
approved
by
shareholders;
(3)
Fill
vacancies
on
the
board
of
directors
or,
subject
to
subsection
(e)
of
this
section,
on
any
board
committees;
or
(4)
Adopt,
amend,
or
repeal
bylaws.
(e)
The
board
of
directors
may
appoint
one
(1)
or
more
directors
as
al-
ternate
members
of
any
board
committee
to
replace
any
absent
or
disqualified
member
during
the
member's
absence
or
disqualification.
If
the
articles
of
incorporation,
the
bylaws,
or
the
resolution
creating
the
board
committee
so
provide,
the
member
or
members
present
at
any
board
committee
meeting
and
not
disqualified
from
voting
may,
by
unanimous
action,
appoint
another
director
to
act
in
place
of
an
absent
or
disqualified
member
during
that
member's
ab-
sence
or
disqualification.
[30
-
29
-
825,
added
2015,
ch.
243,
sec.
63,
p.
930;
am.
2019,
ch.
90,
sec.
88,
p.
275.]
30
-
29
-
826.
SUBMISSION
OF
MATTERS
FOR
SHAREHOLDER
VOTE.
A
corporation
may
agree
to
submit
a
matter
to
a
vote
of
its
shareholders
even
if,
after
ap-
proving
the
matter,
the
board
of
directors
determines
it
no
longer
recom-
mends
the
matter.
[30
-
29
-
826,
added
2019,
ch.
90,
sec.
89,
p.
276.]
30
-
29
-
830.
STANDARDS
OF
CONDUCT
FOR
DIRECTORS.
(a)
Each
member
of
the
board
of
directors,
when
discharging
the
duties
of
a
director,
shall
act:
(1)
In
good
faith;
and
(2)
In
a
manner
the
director
reasonably
believes
to
be
in
the
best
in-
terests
of
the
corporation.
(b)
The
members
of
the
board
of
directors
or
a
board
committee,
when
be-
coming
informed
in
connection
with
their
decision
-
making
function
or
devot-
ing
attention
to
their
oversight
function,
shall
discharge
their
duties
with
the
care
that
a
person
in
a
like
position
would
reasonably
believe
appropri-
ate
under
similar
circumstances.
(c)
In
discharging
board
or
board
committee
duties,
a
director
shall
disclose,
or
cause
to
be
disclosed,
to
the
other
board
or
committee
members
information
not
already
known
by
them
but
known
by
the
director
to
be
mate-
rial
to
the
discharge
of
their
decision
-
making
or
oversight
functions,
ex-

54
cept
that
disclosure
is
not
required
to
the
extent
that
the
director
reason-
ably
believes
that
doing
so
would
violate
a
duty
imposed
under
law,
a
legally
enforceable
obligation
of
confidentiality,
or
a
professional
ethics
rule.
(d)
In
discharging
board
or
board
committee
duties,
a
director
who
does
not
have
knowledge
that
makes
reliance
unwarranted,
is
entitled
to
rely
on
the
performance
by
any
of
the
persons
specified
in
subsection
(f)(1)
or
(3)
of
this
section
to
whom
the
board
may
have
delegated,
formally
or
informally
by
course
of
conduct,
the
authority
or
duty
to
perform
one
(1)
or
more
of
the
board's
functions
that
are
delegable
under
applicable
law.
(e)
In
discharging
board
or
board
committee
duties
a
director,
who
does
not
have
knowledge
that
makes
reliance
unwarranted,
is
entitled
to
rely
on
information,
opinions,
reports,
or
statements,
including
financial
state-
ments
and
other
financial
data
prepared
or
presented
by
any
of
the
persons
specified
in
subsection
(f)
of
this
section.
(f)
A
director
is
entitled
to
rely,
in
accordance
with
subsection
(d)
or
(e)
of
this
section,
on:
(1)
One
(1)
or
more
officers
or
employees
of
the
corporation
whom
the
director
reasonably
believes
to
be
reliable
and
competent
in
the
func-
tions
performed
or
the
information,
opinions,
reports,
or
statements
provided;
(2)
Legal
counsel,
public
accountants,
or
other
persons
retained
by
the
corporation
as
to
matters
involving
skills
or
expertise
the
direc-
tor
reasonably
believes
are
matters:
(i)
Within
the
particular
person's
professional
or
expert
compe-
tence;
or
(ii)
As
to
which
the
particular
person
merits
confidence;
or
(3)
A
board
committee
of
which
the
director
is
not
a
member
if
the
direc-
tor
reasonably
believes
the
committee
merits
confidence.
[30
-
29
-
830,
added
2015,
ch.
243,
sec.
63,
p.
931;
am.
2019,
ch.
90,
sec.
90,
p.
276.]
30
-
29
-
831.
STANDARDS
OF
LIABILITY
FOR
DIRECTORS.
(a)
A
director
shall
not
be
liable
to
the
corporation
or
its
shareholders
for
any
decision
to
take
or
not
to
take
action,
or
any
failure
to
take
any
action,
as
a
director,
un-
less
the
party
asserting
liability
in
a
proceeding
establishes
that:
(1)
No
defense
interposed
by
the
director
based
on
any
provision
in
the
articles
of
incorporation
authorized
by
section
30
-
29
-
202
(b)(4)
or
(6),
Idaho
Code;
the
protection
afforded
by
section
30
-
29
-
861
,
Idaho
Code,
for
action
taken
in
compliance
with
section
30
-
29
-
862
or
30
-
29
-
863
,
Idaho
Code;
or
the
protection
afforded
by
section
30
-
29
-
870
,
Idaho
Code,
precludes
liability;
and
(2)
The
challenged
conduct
consisted
or
was
the
result
of:
(i)
Action
not
in
good
faith;
or
(ii)
A
decision:
(A)
That
the
director
did
not
reasonably
believe
to
be
in
the
best
interests
of
the
corporation;
or
(B)
As
to
which
the
director
was
not
informed
to
an
extent
the
director
reasonably
believed
appropriate
in
the
circum-
stances;
or
(iii)
A
lack
of
objectivity
due
to
the
director's
familial,
finan-
cial,
or
business
relationship
with,
or
a
lack
of
independence
due
to
the
director's
domination
or
control
by,
another
person
having
a
material
interest
in
the
challenged
conduct:

55
(A)
Which
relationship
or
which
domination
or
control
could
reasonably
be
expected
to
have
affected
the
director's
judg-
ment
respecting
the
challenged
conduct
in
a
manner
adverse
to
the
corporation;
and
(B)
After
a
reasonable
expectation
to
such
effect
has
been
established,
the
director
shall
not
have
established
that
the
challenged
conduct
was
reasonably
believed
by
the
direc-
tor
to
be
in
the
best
interests
of
the
corporation;
or
(iv)
A
sustained
failure
of
the
director
to
devote
attention
to
ongoing
oversight
of
the
business
and
affairs
of
the
corporation,
or
a
failure
to
devote
timely
attention,
by
making
or
causing
to
be
made
appropriate
inquiry,
when
particular
facts
and
circumstances
of
significant
concern
materialize
that
would
alert
a
reasonably
attentive
director
to
the
need
for
such
inquiry;
or
(v)
Receipt
of
a
financial
benefit
to
which
the
director
was
not
entitled
or
any
other
breach
of
the
director's
duties
to
deal
fairly
with
the
corporation
and
its
shareholders
that
is
action-
able
under
applicable
law.
(b)
The
party
seeking
to
hold
the
director
liable:
(1)
For
money
damages,
shall
also
have
the
burden
of
establishing
that:
(i)
Harm
to
the
corporation
or
its
shareholders
has
been
suf-
fered;
and
(ii)
The
harm
suffered
was
proximately
caused
by
the
director's
challenged
conduct;
or
(2)
For
other
money
payment
under
a
legal
remedy,
such
as
compensation
for
the
unauthorized
use
of
corporate
assets,
shall
also
have
whatever
persuasion
burden
may
be
called
for
to
establish
that
the
payment
sought
is
appropriate
in
the
circumstances;
or
(3)
For
other
money
payment
under
an
equitable
remedy,
such
as
profit
recovery
by
or
disgorgement
to
the
corporation,
shall
also
have
what-
ever
persuasion
burden
may
be
called
for
to
establish
that
the
equitable
remedy
sought
is
appropriate
in
the
circumstances.
(c)
Nothing
contained
in
this
section
shall:
(1)
In
any
instance
where
fairness
is
at
issue,
such
as
consideration
of
the
fairness
of
a
transaction
to
the
corporation
under
section
30
-
29
-
861
(b)(3),
Idaho
Code,
alter
the
burden
of
proving
the
fact
or
lack
of
fairness
otherwise
applicable;
(2)
Alter
the
fact
or
lack
of
liability
of
a
director
under
another
sec-
tion
of
this
chapter,
such
as
the
provisions
governing
the
consequences
of
an
unlawful
distribution
under
section
30
-
29
-
832
,
Idaho
Code,
or
a
transactional
interest
under
section
30
-
29
-
861
,
Idaho
Code;
or
(3)
Affect
any
rights
to
which
the
corporation
or
a
shareholder
may
be
entitled
under
another
statute
of
this
state
or
the
United
States.
[30
-
29
-
831,
added
2015,
ch.
243,
sec.
63,
p.
931;
am.
2019,
ch.
90,
sec.
91,
p.
277.]
30
-
29
-
832.
DIRECTORS'
LIABILITY
FOR
UNLAWFUL
DISTRIBUTIONS.
(a)
A
di-
rector
who
votes
for
or
assents
to
a
distribution
in
excess
of
what
may
be
au-
thorized
and
made
pursuant
to
section
30
-
29
-
640
(a)
or
30
-
29
-
1409
(a),
Idaho
Code,
is
personally
liable
to
the
corporation
for
the
amount
of
the
distribu-
tion
that
exceeds
what
could
have
been
distributed
without
violating
section
30
-
29
-
640
(a)
or
30
-
29
-
1409
(a),
Idaho
Code,
if
the
party
asserting
liability

56
establishes
that
when
taking
the
action
the
director
did
not
comply
with
sec-
tion
30
-
29
-
830
,
Idaho
Code.
(b)
A
director
held
liable
under
subsection
(a)
of
this
section
for
an
unlawful
distribution
is
entitled
to:
(1)
Contribution
from
every
other
director
who
could
be
held
liable
un-
der
subsection
(a)
of
this
section
for
the
unlawful
distribution;
and
(2)
Recoupment
from
each
shareholder
of
the
pro
rata
portion
of
the
amount
of
the
unlawful
distribution
the
shareholder
accepted
knowing
the
distribution
was
made
in
violation
of
section
30
-
29
-
640
(a)
or
30
-
29
-
1409
(a),
Idaho
Code.
(c)
A
proceeding
to
enforce:
(1)
The
liability
of
a
director
under
subsection
(a)
of
this
section
is
barred
unless
it
is
commenced
within
two
(2)
years
after
the
date:
(i)
On
which
the
effect
of
the
distribution
was
measured
under
section
30
-
29
-
640
(e)
or
(g),
Idaho
Code;
or
(ii)
As
of
which
the
violation
of
section
30
-
29
-
640
(a),
Idaho
Code,
occurred
as
the
consequence
of
disregard
of
a
restriction
in
the
articles
of
incorporation;
or
(iii)
On
which
the
distribution
of
assets
to
shareholders
under
section
30
-
29
-
1409
(a),
Idaho
Code,
was
made;
or
(2)
Contribution
or
recoupment
under
subsection
(b)
of
this
section
is
barred
unless
it
is
commenced
within
one
(1)
year
after
the
liability
of
the
claimant
has
been
finally
adjudicated
under
subsection
(a)
of
this
section.
[(30
-
29
-
832)
30
-
29
-
833,
added
2015,
ch.
243,
sec.
63,
p.
933;
am.
and
redesig.
2019,
ch.
90,
sec.
92,
p.
278.]
30
-
29
-
840.
OFFICERS.
(a)
A
corporation
has
the
offices
described
in
its
bylaws
or
appointed
by
the
board
of
directors
in
accordance
with
the
by-
laws.
(b)
The
board
of
directors
may
elect
individuals
to
fill
one
(1)
or
more
offices
of
the
corporation.
An
officer
may
appoint
one
(1)
or
more
officers
if
authorized
by
the
bylaws
or
the
board
of
directors.
(c)
The
bylaws
or
the
board
of
directors
shall
assign
an
officer
respon-
sibility
for
maintaining
and
authenticating
the
records
of
the
corporation
required
to
be
kept
under
section
30
-
29
-
1601
(a),
Idaho
Code.
(d)
The
same
individual
may
simultaneously
hold
more
than
one
(1)
of-
fice
in
a
corporation.
[30
-
29
-
840,
added
2015,
ch.
243,
sec.
63,
p.
933;
am.
2019,
ch.
90,
sec.
93,
p.
279.]
30
-
29
-
841.
FUNCTIONS
OF
OFFICERS.
Each
officer
has
the
authority
and
shall
perform
the
functions
set
forth
in
the
bylaws
or,
to
the
extent
consis-
tent
with
the
bylaws,
the
functions
prescribed
by
the
board
of
directors
or
by
direction
of
an
officer
authorized
by
the
board
of
directors
to
prescribe
the
functions
of
other
officers.
[30
-
29
-
841,
added
2015,
ch.
243,
sec.
63,
p.
933;
am.
2019,
ch.
90,
sec.
94,
p.
279.]
30
-
29
-
842.
STANDARDS
OF
CONDUCT
FOR
OFFICERS.
(a)
An
officer,
when
per-
forming
in
such
capacity,
has
the
duty
to
act:

57
(1)
In
good
faith;
(2)
With
the
care
that
a
person
in
a
like
position
would
reasonably
ex-
ercise
under
similar
circumstances;
and
(3)
In
a
manner
the
officer
reasonably
believes
to
be
in
the
best
inter-
ests
of
the
corporation.
(b)
The
duty
of
an
officer
includes
the
obligation:
(1)
To
inform
the
superior
officer
to
whom,
or
the
board
of
directors
or
the
board
committee
to
which,
the
officer
reports
of
information
about
the
affairs
of
the
corporation
known
to
the
officer,
within
the
scope
of
the
officer's
functions,
and
known
to
the
officer
to
be
material
to
such
superior
officer,
board,
or
committee;
and
(2)
To
inform
his
or
her
superior
officer,
or
another
appropriate
per-
son
within
the
corporation,
or
the
board
of
directors,
or
a
board
com-
mittee,
of
any
actual
or
probable
material
violation
of
law
involving
the
corporation
or
material
breach
of
duty
to
the
corporation
by
an
of-
ficer,
employee,
or
agent
of
the
corporation
that
the
officer
believes
has
occurred
or
is
likely
to
occur.
(c)
In
discharging
his
or
her
duties,
an
officer
who
does
not
have
knowledge
that
makes
reliance
unwarranted
is
entitled
to
rely
on:
(1)
The
performance
of
properly
delegated
responsibilities
by
one
(1)
or
more
employees
of
the
corporation
whom
the
officer
reasonably
be-
lieves
to
be
reliable
and
competent
in
performing
the
responsibilities
delegated;
or
(2)
Information,
opinions,
reports
or
statements,
including
financial
statements
and
other
financial
data,
prepared
or
presented
by
one
(1)
or
more
employees
of
the
corporation
whom
the
officer
reasonably
believes
to
be
competent
in
the
matters
presented
or
by
legal
counsel,
public
ac-
countants
or
other
persons
retained
by
the
corporation
as
to
matters
in-
volving
skill
or
expertise
the
officer
reasonably
believes
are
matters:
(i)
Within
the
particular
person's
professional
or
expert
compe-
tence;
or
(ii)
As
to
which
the
particular
person
merits
confidence.
(d)
An
officer
shall
not
be
liable
to
the
corporation
or
its
sharehold-
ers
for
any
decision
to
take
or
not
to
take
action
or
any
failure
to
take
any
action,
as
an
officer,
if
the
duties
of
the
office
are
performed
in
compli-
ance
with
this
section.
Whether
an
officer
who
does
not
comply
with
this
section
shall
have
liability
will
depend
in
such
instance
on
applicable
law,
including
those
principles
of
section
30
-
29
-
831
,
Idaho
Code,
that
have
rele-
vance.
[30
-
29
-
842,
added
2015,
ch.
243,
sec.
63,
p.
933;
am.
2019,
ch.
90,
sec.
95,
p.
279.]
30
-
29
-
843.
RESIGNATION
AND
REMOVAL
OF
OFFICERS.
(a)
An
officer
may
re-
sign
at
any
time
by
delivering
written
notice
to
the
board
of
directors
or
its
chair,
or
to
the
appointing
officer
or
the
secretary.
A
resignation
is
ef-
fective
as
provided
in
section
30
-
29
-
141
(i),
Idaho
Code,
unless
the
notice
provides
for
a
delayed
effectiveness,
including
effectiveness
determined
upon
a
future
event
or
events.
If
effectiveness
of
a
resignation
is
stated
to
be
delayed
and
the
board
of
directors
or
the
appointing
officer
accepts
the
delay,
the
board
of
directors
or
the
appointing
officer
may
fill
the
pending
vacancy
before
the
delayed
effectiveness,
but
the
new
officer
may
not
take
office
until
the
vacancy
occurs.
(b)
An
officer
may
be
removed
at
any
time
with
or
without
cause
by:

58
(1)
The
board
of
directors;
(2)
The
appointing
officer,
unless
the
bylaws
or
the
board
of
directors
provide
otherwise;
or
(3)
Any
other
officer
if
authorized
by
the
bylaws
or
the
board
of
direc-
tors.
(c)
In
this
section
"appointing
officer"
means
the
officer,
including
any
successor
to
that
officer,
who
appointed
the
officer
resigning
or
being
removed.
[30
-
29
-
843,
added
2015,
ch.
243,
sec.
63,
p.
934;
am.
2019,
ch.
90,
sec.
96,
p.
280.]
30
-
29
-
844.
CONTRACT
RIGHTS
OF
OFFICERS.
(a)
The
election
or
appoint-
ment
of
an
officer
does
not
itself
create
contract
rights.
(b)
An
officer's
removal
does
not
affect
the
officer's
contract
rights,
if
any,
with
the
corporation.
An
officer's
resignation
does
not
affect
the
corporation's
contract
rights,
if
any,
with
the
officer.
[30
-
29
-
844,
added
2015,
ch.
243,
sec.
63,
p.
934;
am.
2019,
ch.
90,
sec.
97,
p.
280.]
30
-
29
-
850.
DEFINITIONS.
For
purposes
of
this
section
and
sections
30
-
29
-
851
through
30
-
29
-
859
,
Idaho
Code:
(1)
"Corporation"
includes
any
domestic
or
foreign
predecessor
entity
of
a
corporation
in
a
merger.
(2)
"Director"
or
"officer"
means
an
individual
who
is
or
was
a
direc-
tor
or
officer,
respectively,
of
a
corporation
or
who,
while
a
director
or
officer
of
the
corporation,
is
or
was
serving
at
the
corporation's
request
as
a
director,
officer,
manager,
partner,
trustee,
employee
or
agent
of
an-
other
entity
or
employee
benefit
plan.
A
director
or
officer
is
considered
to
be
serving
an
employee
benefit
plan
at
the
corporation's
request
if
the
individual's
duties
to
the
corporation
also
impose
duties
on,
or
otherwise
involve
services
by,
the
individual
to
the
plan
or
to
participants
in
or
ben-
eficiaries
of
the
plan.
"Director"
or
"officer"
includes,
unless
the
con-
text
requires
otherwise,
the
estate
or
personal
representative
of
a
director
or
officer.
(3)
"Liability"
means
the
obligation
to
pay
a
judgment,
settlement,
penalty,
fine,
including
an
excise
tax
assessed
with
respect
to
an
employee
benefit
plan,
or
reasonable
expenses
incurred
with
respect
to
a
proceeding.
(4)
"Official
capacity"
means:
(a)
When
used
with
respect
to
a
director,
the
office
of
director
in
a
corporation;
and
(b)
When
used
with
respect
to
an
officer,
as
contemplated
in
section
30
-
29
-
856
,
Idaho
Code,
the
office
in
a
corporation
held
by
the
officer.
"Official
capacity"
does
not
include
service
for
any
other
domestic
or
for-
eign
corporation
or
any
joint
venture,
trust,
employee
benefit
plan
or
other
entity.
(5)
"Party"
means
an
individual
who
was,
is
or
is
threatened
to
be
made
a
defendant
or
respondent
in
a
proceeding.
(6)
"Proceeding"
means
any
threatened,
pending
or
completed
action,
suit
or
proceeding,
whether
civil,
criminal,
administrative,
arbitrative
or
investigative
and
whether
formal
or
informal.

59
[30
-
29
-
850,
added
2015,
ch.
243,
sec.
63,
p.
934;
am.
2019,
ch.
90,
sec.
98,
p.
281.]
30
-
29
-
851.
PERMISSIBLE
INDEMNIFICATION.
(a)
Except
as
otherwise
pro-
vided
in
this
section,
a
corporation
may
indemnify
an
individual
who
is
a
party
to
a
proceeding
because
the
individual
is
a
director
against
liabil-
ity
incurred
in
the
proceeding
if:
(1)(i)
The
director
conducted
himself
or
herself
in
good
faith;
and
(ii)
The
director
reasonably
believed:
(A)
In
the
case
of
conduct
in
an
official
capacity,
that
his
or
her
conduct
was
in
the
best
interests
of
the
corporation;
and
(B)
In
all
other
cases,
that
his
or
her
conduct
was
at
least
not
opposed
to
the
best
interests
of
the
corporation;
and
(iii)
In
the
case
of
any
criminal
proceeding,
the
director
had
no
reasonable
cause
to
believe
his
or
her
conduct
was
unlawful;
or
(2)
The
director
engaged
in
conduct
for
which
broader
indemnification
has
been
made
permissible
or
obligatory
under
a
provision
of
the
arti-
cles
of
incorporation,
as
authorized
by
section
30
-
29
-
202
(b)(5),
Idaho
Code.
(b)
A
director's
conduct
with
respect
to
an
employee
benefit
plan
for
a
purpose
the
director
reasonably
believed
to
be
in
the
interests
of
the
par-
ticipants
in,
and
the
beneficiaries
of,
the
plan
is
conduct
that
satisfies
the
requirement
of
subsection
(a)(1)(ii)(B)
of
this
section.
(c)
The
termination
of
a
proceeding
by
judgment,
order,
settlement
or
conviction,
or
upon
a
plea
of
nolo
contendere
or
its
equivalent,
is
not,
of
itself,
determinative
that
the
director
did
not
meet
the
relevant
standard
of
conduct
described
in
this
section.
(d)
Unless
ordered
by
a
court
under
section
30
-
29
-
854
(a)(3),
Idaho
Code,
a
corporation
may
not
indemnify
a
director:
(1)
In
connection
with
a
proceeding
by
or
in
the
right
of
the
corpora-
tion,
except
for
expenses
incurred
in
connection
with
the
proceeding
if
it
is
determined
that
the
director
has
met
the
relevant
standard
of
con-
duct
under
subsection
(a)
of
this
section;
or
(2)
In
connection
with
any
proceeding
with
respect
to
conduct
for
which
the
director
was
adjudged
liable
on
the
basis
of
receiving
a
financial
benefit
to
which
he
or
she
was
not
entitled,
regardless
of
whether
it
in-
volved
action
in
the
director's
official
capacity.
[30
-
29
-
851,
added
2015,
ch.
243,
sec.
63,
p.
935;
am.
2019,
ch.
90,
sec.
99,
p.
281.]
30
-
29
-
852.
MANDATORY
INDEMNIFICATION.
A
corporation
shall
indemnify
a
director
who
was
wholly
successful,
on
the
merits
or
otherwise,
in
the
de-
fense
of
any
proceeding
to
which
the
director
was
a
party
because
he
or
she
was
a
director
of
the
corporation
against
expenses
incurred
by
the
director
in
connection
with
the
proceeding.
[30
-
29
-
852,
added
2015,
ch.
243,
sec.
63,
p.
936;
am.
2019,
ch.
90,
sec.
100,
p.
282.]
30
-
29
-
853.
ADVANCE
FOR
EXPENSES.
(a)
A
corporation
may,
before
final
disposition
of
a
proceeding,
advance
funds
to
pay
for
or
reimburse
expenses
incurred
in
connection
with
the
proceeding
by
an
individual
who
is
a
party
to

60
the
proceeding
because
that
individual
is
a
director
if
the
director
deliv-
ers
to
the
corporation
a
signed
written
undertaking
of
the
director
to
repay
any
funds
advanced
if
the
director
is
not
entitled
to
mandatory
indemnifi-
cation
under
section
30
-
29
-
852
,
Idaho
Code;
and
it
is
ultimately
determined
under
section
30
-
29
-
854
or
30
-
29
-
855
,
Idaho
Code,
that
the
director
is
not
entitled
to
indemnification.
(b)
The
undertaking
required
by
subsection
(a)
of
this
section
must
be
an
unlimited
general
obligation
of
the
director
but
need
not
be
secured
and
may
be
accepted
without
reference
to
the
financial
ability
of
the
director
to
make
repayment.
(c)
Authorizations
under
this
section
shall
be
made:
(1)
By
the
board
of
directors:
(i)
If
there
are
two
(2)
or
more
qualified
directors,
by
a
major-
ity
vote
of
all
the
qualified
directors,
a
majority
of
whom
shall
for
such
purposes
constitute
a
quorum,
or
by
a
majority
of
the
mem-
bers
of
a
committee
consisting
solely
of
two
(2)
or
more
qualified
directors
appointed
by
such
a
vote;
or
(ii)
If
there
are
fewer
than
two
(2)
qualified
directors,
by
the
vote
necessary
for
action
by
the
board
of
directors
in
accordance
with
section
30
-
29
-
824
(c),
Idaho
Code,
in
which
authorization
di-
rectors
who
are
qualified
directors
may
participate;
or
(2)
By
the
shareholders,
but
shares
owned
by
or
voted
under
the
control
of
a
director
who
at
the
time
is
not
a
qualified
director
may
not
be
voted
on
the
authorization.
[30
-
29
-
853,
added
2015,
ch.
243,
sec.
63,
p.
936;
am.
2019,
ch.
90,
sec.
101,
p.
282.]
30
-
29
-
854.
COURT
-
ORDERED
INDEMNIFICATION
AND
ADVANCE
FOR
EX-
PENSES.
(a)
A
director
who
is
a
party
to
a
proceeding
because
he
or
she
is
a
director
may
apply
for
indemnification
or
an
advance
for
expenses
to
the
court
conducting
the
proceeding
or
to
another
court
of
competent
jurisdiction.
After
receipt
of
an
application
and
after
giving
any
notice
it
considers
necessary,
the
court
shall:
(1)
Order
indemnification
if
the
court
determines
that
the
director
is
entitled
to
mandatory
indemnification
under
section
30
-
29
-
852
,
Idaho
Code;
(2)
Order
indemnification
or
advance
for
expenses
if
the
court
deter-
mines
that
the
director
is
entitled
to
indemnification
or
advance
for
expenses
pursuant
to
a
provision
authorized
by
section
30
-
29
-
858
(a),
Idaho
Code;
or
(3)
Order
indemnification
or
advance
for
expenses
if
the
court
deter-
mines,
in
view
of
all
the
relevant
circumstances,
that
it
is
fair
and
reasonable:
(i)
To
indemnify
the
director;
or
(ii)
To
advance
expenses
to
the
director,
even
if
under
this
para-
graph
he
or
she
has
not
met
the
relevant
standard
of
conduct
set
forth
in
section
30
-
29
-
851
(a),
Idaho
Code,
failed
to
comply
with
section
30
-
29
-
853
,
Idaho
Code,
or
was
adjudged
liable
in
a
pro-
ceeding
referred
to
in
section
30
-
29
-
851
(d)(1)
or
(2),
Idaho
Code,
but
if
the
director
was
adjudged
so
liable,
indemnification
shall
be
limited
to
expenses
incurred
in
connection
with
the
proceeding.
(b)
If
the
court
determines
that
the
director
is
entitled
to
indemni-
fication
under
subsection
(a)(1)
of
this
section
or
to
indemnification
or

61
advance
for
expenses
under
subsection
(a)(2)
of
this
section,
it
shall
also
order
the
corporation
to
pay
the
director's
expenses
incurred
in
connection
with
obtaining
court
-
ordered
indemnification
or
advance
for
expenses.
If
the
court
determines
that
the
director
is
entitled
to
indemnification
or
ad-
vance
for
expenses
under
subsection
(a)(3)
of
this
section,
it
may
also
order
the
corporation
to
pay
the
director's
expenses
to
obtain
court
-
ordered
in-
demnification
or
advance
for
expenses.
[30
-
29
-
854,
added
2015,
ch.
243,
sec.
63,
p.
936;
am.
2019,
ch.
90,
sec.
102,
p.
283.]
30
-
29
-
855.
DETERMINATION
AND
AUTHORIZATION
OF
INDEMNIFICATION.
(a)
A
corporation
may
not
indemnify
a
director
under
section
30
-
29
-
851
,
Idaho
Code,
unless
authorized
for
a
specific
proceeding
after
a
determination
has
been
made
that
indemnification
is
permissible
because
the
director
has
met
the
relevant
standard
of
conduct
set
forth
in
section
30
-
29
-
851
,
Idaho
Code.
(b)
The
determination
shall
be
made:
(1)
If
there
are
two
(2)
or
more
qualified
directors,
by
the
board
of
di-
rectors
by
a
majority
vote
of
all
the
qualified
directors,
a
majority
of
whom
shall
for
such
purpose
constitute
a
quorum,
or
by
a
majority
of
the
members
of
a
committee
of
two
(2)
or
more
qualified
directors
appointed
by
such
a
vote;
(2)
By
special
legal
counsel:
(i)
Selected
in
the
manner
prescribed
in
paragraph
(1)
of
this
subsection;
or
(ii)
If
there
are
fewer
than
two
(2)
qualified
directors,
selected
by
the
board
of
directors,
in
which
selection
directors
who
are
not
qualified
directors
may
participate;
or
(3)
By
the
shareholders,
but
shares
owned
by
or
voted
under
the
control
of
a
director
who
at
the
time
is
not
a
qualified
director
may
not
be
voted
on
the
determination.
(c)
Authorization
of
indemnification
shall
be
made
in
the
same
manner
as
the
determination
that
indemnification
is
permissible,
except
that
if
there
are
fewer
than
two
(2)
qualified
directors
or
if
the
determination
is
made
by
special
legal
counsel,
authorization
of
indemnification
shall
be
made
by
those
entitled
to
select
special
legal
counsel
under
subsection
(b)(2)(ii)
of
this
section.
[30
-
29
-
855,
added
2015,
ch.
243,
sec.
63,
p.
937;
am.
2019,
ch.
90,
sec.
103,
p.
284.]
30
-
29
-
856.
INDEMNIFICATION
OF
OFFICERS.
(a)
A
corporation
may
indem-
nify
and
advance
expenses
under
sections
30
-
29
-
850
through
30
-
29
-
859
,
Idaho
Code,
to
an
officer
who
is
a
party
to
a
proceeding
because
he
or
she
is
an
of-
ficer:
(1)
To
the
same
extent
as
a
director;
and
(2)
If
he
or
she
is
an
officer
but
not
a
director,
to
such
further
extent
as
may
be
provided
by
the
articles
of
incorporation
or
the
bylaws,
or
by
a
resolution
adopted
or
a
contract
approved
by
the
board
of
directors,
or
shareholders
except
for:
(i)
Liability
in
connection
with
a
proceeding
by
or
in
the
right
of
the
corporation
other
than
for
expenses
incurred
in
connection
with
the
proceeding;
or
(ii)
Liability
arising
out
of
conduct
that
constitutes:

62
(A)
Receipt
by
the
officer
of
a
financial
benefit
to
which
he
or
she
is
not
entitled;
(B)
An
intentional
infliction
of
harm
on
the
corporation
or
the
shareholders;
or
(C)
An
intentional
violation
of
criminal
law.
(b)
The
provisions
of
subsection
(a)(2)
of
this
section
shall
apply
to
an
officer
who
is
also
a
director
if
he
or
she
is
made
a
party
to
the
proceed-
ing
based
on
an
act
or
omission
solely
as
an
officer.
(c)
An
officer
who
is
not
a
director
is
entitled
to
mandatory
indemni-
fication
under
section
30
-
29
-
852
,
Idaho
Code,
and
may
apply
to
a
court
un-
der
section
30
-
29
-
854
,
Idaho
Code,
for
indemnification
or
an
advance
for
ex-
penses,
in
each
case
to
the
same
extent
to
which
a
director
may
be
entitled
to
indemnification
or
advance
for
expenses
under
those
sections.
[30
-
29
-
856,
added
2015,
ch.
243,
sec.
63,
p.
937;
am.
2019,
ch.
90,
sec.
104,
p.
284.]
30
-
29
-
857.
INSURANCE.
A
corporation
may
purchase
and
maintain
insur-
ance
on
behalf
of
an
individual
who
is
a
director
or
officer
of
the
corpora-
tion,
or
who,
while
a
director
or
officer
of
the
corporation,
serves
at
the
corporation's
request
as
a
director,
officer,
partner,
trustee,
employee
or
agent
of
another
domestic
or
foreign
corporation,
joint
venture,
trust,
employee
benefit
plan,
or
other
entity,
against
liability
asserted
against
or
incurred
by
the
individual
in
that
capacity
or
arising
from
the
individ-
ual's
status
as
a
director
or
officer,
regardless
of
whether
the
corporation
would
have
power
to
indemnify
or
advance
expenses
to
the
individual
against
the
same
liability
under
sections
30
-
29
-
850
through
30
-
29
-
859
,
Idaho
Code.
[30
-
29
-
857,
added
2015,
ch.
243,
sec.
63,
p.
938;
am.
2019,
ch.
90,
sec.
105,
p.
285.]
30
-
29
-
858.
VARIATION
BY
CORPORATE
ACTION
-
-
APPLICATION
OF
INDEMNIFI-
CATION
PROVISIONS.
(a)
A
corporation
may,
by
a
provision
in
its
articles
of
incorporation
or
bylaws
or
in
a
resolution
adopted
or
a
contract
approved
by
the
board
of
directors
or
shareholders,
obligate
itself
in
advance
of
the
act
or
omission
giving
rise
to
a
proceeding
to
provide
indemnification
in
accordance
with
section
30
-
29
-
851
,
Idaho
Code,
or
advance
funds
to
pay
for
or
reimburse
expenses
in
accordance
with
section
30
-
29
-
853
(c),
Idaho
Code.
Any
such
obligatory
provision
shall
be
deemed
to
satisfy
the
requirements
for
authorization
referred
to
in
section
30
-
29
-
853
(c),
Idaho
Code,
and
in
section
30
-
29
-
855
(c),
Idaho
Code.
Any
such
provision
that
obligates
the
corporation
to
provide
indemnification
to
the
fullest
extent
permitted
by
law
shall
be
deemed
to
obligate
the
corporation
to
advance
funds
to
pay
for
or
reimburse
expenses
in
accordance
with
section
30
-
29
-
853
,
Idaho
Code,
to
the
fullest
extent
permitted
by
law,
unless
the
provision
expressly
provides
otherwise.
(b)
A
right
of
indemnification
or
to
advances
for
expenses
created
by
sections
30
-
29
-
850
through
30
-
29
-
859
,
Idaho
Code,
or
under
subsection
(a)
of
this
section
and
in
effect
at
the
time
of
an
act
or
omission
shall
not
be
elim-
inated
or
impaired
with
respect
to
such
act
or
omission
by
an
amendment
of
the
articles
of
incorporation
or
bylaws
or
a
resolution
of
the
board
of
directors
or
shareholders,
adopted
after
the
occurrence
of
such
act
or
omission,
un-
less,
in
the
case
of
a
right
created
under
subsection
(a)
of
this
section,
the
provision
creating
such
right
and
in
effect
at
the
time
of
such
act
or
omis-

63
sion
explicitly
authorizes
such
elimination
or
impairment
after
such
act
or
omission
has
occurred.
(c)
Any
provision
pursuant
to
subsection
(a)
of
this
section
shall
not
obligate
the
corporation
to
indemnify
or
advance
expenses
to
a
director
of
a
predecessor
of
the
corporation,
pertaining
to
conduct
with
respect
to
the
predecessor,
unless
otherwise
expressly
provided.
Any
provision
for
indem-
nification
or
advance
for
expenses
in
the
articles
of
incorporation,
bylaws,
or
a
resolution
of
the
board
of
directors
or
shareholders
of
a
predecessor
of
the
corporation
in
a
merger
or
in
a
contract
to
which
the
predecessor
is
a
party,
existing
at
the
time
the
merger
takes
effect,
shall
be
governed
by
section
30
-
22
-
206
(a)(4),
Idaho
Code.
(d)
Subject
to
the
provisions
of
subsection
(b)
of
this
section,
a
cor-
poration
may,
by
a
provision
in
its
articles
of
incorporation,
limit
any
of
the
rights
to
indemnification
or
advance
for
expenses
created
by
or
pursuant
to
sections
30
-
29
-
850
through
30
-
29
-
859
,
Idaho
Code.
(e)
Sections
30
-
29
-
850
through
30
-
29
-
859
,
Idaho
Code,
do
not
limit
a
corporation's
power
to
pay
or
reimburse
expenses
incurred
by
a
director
or
an
officer
in
connection
with
his
appearance
as
a
witness
in
a
proceeding
at
a
time
when
he
is
not
a
party.
(f)
Sections
30
-
29
-
850
through
30
-
29
-
859
,
Idaho
Code,
do
not
limit
a
corporation's
power
to
indemnify,
advance
expenses
to
or
provide
or
maintain
insurance
on
behalf
of
an
employee
or
agent.
[30
-
29
-
858,
added
2015,
ch.
243,
sec.
63,
p.
938;
am.
2019,
ch.
90,
sec.
106,
p.
285.]
30
-
29
-
859.
EXCLUSIVITY.
A
corporation
may
provide
indemnification
or
advance
expenses
to
a
director
or
an
officer
only
as
permitted
by
sections
30
-
29
-
850
through
30
-
29
-
859
,
Idaho
Code.
[30
-
29
-
859,
added
2015,
ch.
243,
sec.
63,
p.
939.]
30
-
29
-
860.
DEFINITIONS.
As
used
in
sections
30
-
29
-
860
through
30
-
29
-
863
,
Idaho
Code:
(1)
"Control"
or
"controlled
by"
means
having
the
power,
directly
or
indirectly,
to
elect
or
remove
a
majority
of
the
members
of
the
board
of
di-
rectors
or
other
governing
body
of
an
entity,
whether
through
the
ownership
of
voting
shares
or
interests,
by
contract,
or
otherwise;
or
being
subject
to
a
majority
of
the
risk
of
loss
from
the
entity's
activities
or
entitled
to
receive
a
majority
of
the
entity's
residual
returns.
(2)
"Director's
conflicting
interest
transaction"
means
a
transaction
effected
or
proposed
to
be
effected
by
the
corporation,
or
by
an
entity
controlled
by
the
corporation,
where
at
the
relevant
time
the
director
is
a
party,
had
knowledge
and
a
material
financial
interest
known
to
the
direc-
tor,
or
knew
that
a
related
person
was
a
party
or
had
a
material
financial
interest.
(3)
"Fair
to
the
corporation"
means,
for
purposes
of
section
30
-
29
-
861
(b)(3),
Idaho
Code,
that
the
transaction
as
a
whole
was
beneficial
to
the
corporation,
taking
into
appropriate
account
whether
it
was
fair
in
terms
of
the
director's
dealings
with
the
corporation,
and
comparable
to
what
might
have
been
obtainable
in
an
arm's
length
transaction,
given
the
consideration
paid
or
received
by
the
corporation.
(4)
"Material
financial
interest"
means
a
financial
interest
in
a
transaction
that
would
reasonably
be
expected
to
impair
the
objectivity
of

64
the
director's
judgment
when
participating
in
action
on
the
authorization
of
the
transaction.
(5)
"Related
person"
means:
(a)
The
individual's
spouse;
(b)
A
child,
stepchild,
grandchild,
parent,
stepparent,
grandparent,
sibling,
stepsibling,
half
-
sibling,
aunt,
uncle,
niece,
or
nephew,
or
spouse
of
any
such
person,
of
the
individual
or
of
the
individual's
spouse;
(c)
A
natural
living
person
living
in
the
same
house
as
the
individual;
(d)
An
entity,
other
than
the
corporation
or
an
entity
controlled
by
the
corporation,
controlled
by
the
individual
or
any
person
specified
in
this
subsection;
(e)
A
domestic
or
foreign
business
or
nonprofit
corporation,
other
than
the
corporation
or
an
entity
controlled
by
the
corporation,
of
which
the
individual
is
a
director;
an
unincorporated
entity
of
which
the
indi-
vidual
is
a
general
partner
or
a
member
of
the
governing
body;
or
an
in-
dividual,
trust,
or
estate
for
whom,
or
of
which,
the
individual
is
a
trustee,
guardian,
personal
representative,
or
like
fiduciary;
or
(f)
A
person
that
is,
or
an
entity
that
is
controlled
by,
an
employer
of
the
individual.
(6)
"Relevant
time"
means
the
time
at
which
directors'
action
respect-
ing
the
transaction
is
taken
in
compliance
with
section
30
-
29
-
862
,
Idaho
Code;
or
if
the
transaction
is
not
brought
before
the
board
of
directors,
or
a
committee,
for
action
under
section
30
-
29
-
862
,
Idaho
Code,
at
the
time
the
corporation,
or
an
entity
controlled
by
the
corporation,
becomes
legally
obligated
to
consummate
the
transaction.
(7)
"Required
disclosure"
means
disclosure
of
the
existence
and
nature
of
the
director's
conflicting
interest
and
all
facts
known
to
the
director
respecting
the
subject
matter
of
the
transaction
that
a
director
free
of
such
conflicting
interest
would
reasonably
believe
to
be
material
in
deciding
whether
to
proceed
with
the
transaction.
[30
-
29
-
860,
added
2019,
ch.
90,
sec.
108,
p.
286.]
30
-
29
-
861.
JUDICIAL
ACTION.
(a)
A
transaction
effected
or
proposed
to
be
effected
by
the
corporation
or
by
an
entity
controlled
by
the
corporation
may
not
be
the
subject
of
equitable
relief,
or
give
rise
to
an
award
of
dam-
ages
or
other
sanctions
against
a
director
of
the
corporation,
in
a
proceed-
ing
by
a
shareholder
or
by
or
in
the
right
of
the
corporation,
on
the
grounds
that
the
director
has
an
interest,
respecting
the
transaction
if
it
is
not
a
director's
conflicting
interest
transaction.
(b)
A
director's
conflicting
interest
transaction
may
not
be
the
sub-
ject
of
equitable
relief
or
give
rise
to
an
award
of
damages
or
other
sanc-
tions
against
a
director
of
the
corporation,
in
a
proceeding
by
a
shareholder
or
by
or
in
the
right
of
the
corporation,
on
the
grounds
that
the
director
has
an
interest
respecting
the
transaction,
if:
(1)
Directors'
action
respecting
the
transaction
was
taken
in
compli-
ance
with
section
30
-
29
-
862
,
Idaho
Code,
at
any
time;
(2)
Shareholders'
action
respecting
the
transaction
was
taken
in
com-
pliance
with
section
30
-
29
-
863
,
Idaho
Code,
at
any
time;
or
(3)
The
transaction,
judged
according
to
the
circumstances
at
the
rele-
vant
time,
is
established
to
have
been
fair
to
the
corporation.

65
[30
-
29
-
861,
added
2015,
ch.
243,
sec.
63,
p.
940;
am.
2019,
ch.
90,
sec.
109,
p.
287.]
30
-
29
-
862.
DIRECTORS'
ACTION.
(a)
Directors'
action
respecting
a
di-
rector's
conflicting
interest
transaction
is
effective
for
purposes
of
sec-
tion
30
-
29
-
861
(b)(1),
Idaho
Code,
if
the
transaction
has
been
authorized
by
the
affirmative
vote
of
a
majority,
but
no
fewer
than
two
(2),
of
the
quali-
fied
directors
who
voted
on
the
transaction
after
required
disclosure
by
the
conflicted
director
of
information
not
already
known
by
such
qualified
di-
rectors,
or
after
modified
disclosure
in
compliance
with
subsection
(b)
of
this
section;
provided
that:
(1)
The
qualified
directors
have
deliberated
and
voted
outside
the
presence
of
and
without
the
participation
by
any
other
director;
and
(2)
Where
the
action
has
been
taken
by
a
board
committee,
all
members
of
the
committee
were
qualified
directors,
and
either
the
committee
was
composed
of
all
the
qualified
directors
on
the
board
of
directors,
or
the
members
of
the
committee
were
appointed
by
the
affirmative
vote
of
a
majority
of
the
qualified
directors
on
the
board
of
directors.
(b)
Notwithstanding
the
provisions
of
subsection
(a)
of
this
section,
when
a
transaction
is
a
director's
conflicting
interest
transaction,
only
because
a
related
person
described
in
section
30
-
29
-
860
(3)(e)
or
(f),
Idaho
Code,
is
a
party
to
or
has
a
material
financial
interest
in
the
transaction,
the
conflicted
director
is
not
obligated
to
make
required
disclosure
to
the
extent
that
the
director
reasonably
believes
that
doing
so
would
violate
a
duty
imposed
under
law,
a
legally
enforceable
obligation
of
confidential-
ity,
or
a
professional
ethics
rule,
provided
that
the
conflicted
director
discloses
to
the
qualified
directors
voting
on
the
transaction:
(1)
All
information
required
to
be
disclosed
that
is
not
so
violative;
(2)
The
existence
and
nature
of
the
director's
conflicting
interest;
and
(3)
The
nature
of
the
conflicted
director's
duty
not
to
disclose
the
confidential
information.
(c)
A
majority,
but
no
fewer
than
two
(2),
of
all
the
qualified
direc-
tors
on
the
board
of
directors,
or
on
the
board
committee,
constitutes
a
quo-
rum
for
purposes
of
action
that
complies
with
this
section.
(d)
Where
directors'
action
under
this
section
does
not
satisfy
a
quo-
rum
or
voting
requirement
applicable
to
the
authorization
of
the
transac-
tion
by
reason
of
the
articles
of
incorporation
or
bylaws
or
a
provision
of
law,
independent
action
to
satisfy
those
authorization
requirements
shall
be
taken
by
the
board
of
directors
or
a
board
committee,
in
which
action
di-
rectors
who
are
not
qualified
directors
may
participate.
[30
-
29
-
862,
added
2015,
ch.
243,
sec.
63,
p.
940;
am.
2019,
ch.
90,
sec.
110,
p.
287.]
30
-
29
-
863.
SHAREHOLDERS'
ACTION.
(a)
Shareholders'
action
respecting
a
director's
conflicting
interest
transaction
is
effective
for
purposes
of
section
30
-
29
-
861
(b)(2),
Idaho
Code,
if
a
majority
of
the
votes
cast
by
the
holders
of
all
qualified
shares
are
in
favor
of
the
transaction
after:
(1)
Notice
to
shareholders
describing
action
to
be
taken
respecting
the
transaction;
(2)
Provision
to
the
corporation
of
the
information
referred
to
in
sub-
section
(b)
of
this
section;
and

66
(3)
Communication
to
the
shareholders
entitled
to
vote
on
the
transac-
tion
of
the
information
that
is
the
subject
of
required
disclosure,
to
the
extent
the
information
is
not
known
by
them.
In
the
case
of
share-
holders'
action
at
a
meeting,
the
shareholders
entitled
to
vote
shall
be
determined
as
of
the
record
date
for
notice
of
the
meeting.
(b)
A
director
who
has
a
conflicting
interest
respecting
the
trans-
action
shall,
before
the
shareholders'
vote,
inform
the
secretary,
or
other
officer
or
agent
of
the
corporation
authorized
to
tabulate
votes,
in
writing,
of
the
number
of
shares
that
the
director
knows
are
not
qualified
shares
under
subsection
(c)
of
this
section,
and
the
identity
of
the
holders
of
those
shares.
(c)
As
used
in
this
section:
(1)
"Holder"
means
and
"held
by"
refers
to
shares
held
by
a
record
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner;
and
(2)
"Qualified
shares"
means
all
shares
entitled
to
be
voted
with
re-
spect
to
the
transaction
except
for
shares
that
the
secretary
or
other
officer
or
agent
of
the
corporation
authorized
to
tabulate
votes
either
knows,
or
under
subsection
(b)
of
this
section
is
notified,
are
held
by
either
a
director
who
has
a
conflicting
interest
respecting
the
trans-
action
or
a
related
person
of
the
director,
not
including
a
person
de-
scribed
in
section
30
-
29
-
860
(5)(f),
Idaho
Code.
(d)
A
majority
of
the
votes
entitled
to
be
cast
by
the
holders
of
all
qualified
shares
constitutes
a
quorum
for
purposes
of
compliance
with
this
section.
Subject
to
the
provisions
of
subsection
(e)
of
this
section,
share-
holders'
action
that
otherwise
complies
with
this
section
is
not
affected
by
the
presence
of
holders
or
by
the
voting
of
shares
that
are
not
qualified
shares.
(e)
If
a
shareholders'
vote
does
not
comply
with
subsection
(a)
of
this
section
solely
because
of
a
director's
failure
to
comply
with
subsection
(b)
of
this
section,
and
if
the
director
establishes
that
the
failure
was
not
in-
tended
to
influence,
and
did
not
in
fact
determine,
the
outcome
of
the
vote,
the
court
may
take
such
action
respecting
the
transaction
and
the
director,
and
may
give
such
effect,
if
any,
to
the
shareholders'
vote,
as
the
court
con-
siders
appropriate
in
the
circumstances.
(f)
Where
shareholders'
action
under
this
section
does
not
satisfy
a
quorum
or
voting
requirement
applicable
to
the
authorization
of
the
trans-
action
by
reason
of
the
articles
of
incorporation
or
the
bylaws
or
a
provi-
sion
of
law,
independent
action
to
satisfy
those
authorization
requirements
shall
be
taken
by
the
shareholders,
in
which
action
shares
that
are
not
qual-
ified
shares
may
participate.
[30
-
29
-
863,
added
2015,
ch.
243,
sec.
63,
p.
941;
am.
2019,
ch.
90,
sec.
111,
p.
289;
am.
2025,
ch.
211,
sec.
15,
p.
981.]
30
-
29
-
870.
BUSINESS
OPPORTUNITIES.
(a)
If
a
director
or
officer
pur-
sues
or
takes
advantage
of
a
business
opportunity
directly,
or
indirectly
through
or
on
behalf
of
another
person,
that
action
may
not
be
the
subject
of
equitable
relief,
or
give
rise
to
an
award
of
damages
or
other
sanctions
against
the
director,
officer,
or
other
person,
in
a
proceeding
by
or
in
the
right
of
the
corporation
on
the
ground
that
the
opportunity
should
have
first
been
offered
to
the
corporation,
if:

67
(1)
Before
the
director,
officer,
or
other
person
becomes
legally
obli-
gated
respecting
the
opportunity,
the
director
or
officer
brings
it
to
the
attention
of
the
corporation
and
either:
(i)
Action
by
qualified
directors
disclaiming
the
corporation's
interest
in
the
opportunity
is
taken
in
compliance
with
the
same
procedures
as
are
set
forth
in
the
provisions
of
section
30
-
29
-
862
,
Idaho
Code;
or
(ii)
Shareholders'
action
disclaiming
the
corporation's
inter-
est
in
the
opportunity
is
taken
in
compliance
with
the
procedures
set
forth
in
the
provisions
of
section
30
-
29
-
863
,
Idaho
Code,
in
either
case
as
if
the
decision
being
made
concerned
a
director's
conflicting
interest
transaction,
except
that,
rather
than
mak-
ing
the
required
disclosure
as
defined
in
section
30
-
29
-
860
,
Idaho
Code,
the
director
or
officer
shall
have
made
prior
disclosure
to
those
acting
on
behalf
of
the
corporation
of
all
material
facts
concerning
the
business
opportunity
known
to
the
director
or
of-
ficer;
or
(2)
The
duty
to
offer
the
corporation
the
business
opportunity
has
been
limited
or
eliminated
pursuant
to
a
provision
of
the
articles
of
incor-
poration
adopted,
and
where
required,
made
effective
by
action
of
qual-
ified
directors,
in
accordance
with
the
provisions
of
section
30
-
29
-
202
(b)(6),
Idaho
Code.
(b)
In
any
proceeding
seeking
equitable
relief
or
other
remedies
based
upon
an
alleged
improper
pursuit
or
taking
advantage
of
a
business
oppor-
tunity
by
a
director
or
officer,
directly,
or
indirectly
through
or
on
be-
half
of
another
person,
the
fact
that
the
director
or
officer
did
not
em-
ploy
the
procedure
described
in
paragraph
(i)
or
(ii)
of
subsection
(a)(1)
of
this
section
before
pursuing
or
taking
advantage
of
the
opportunity
shall
not
create
an
implication
that
the
opportunity
should
have
been
first
pre-
sented
to
the
corporation
or
alter
the
burden
of
proof
otherwise
applicable
to
establish
that
the
director
or
officer
breached
a
duty
to
the
corporation
in
the
circumstances.
[30
-
29
-
870,
added
2019,
ch.
90,
sec.
112,
p.
290.]
PART
9
DOMESTICATION
AND
CONVERSION
30
-
29
-
901.
DEFINITIONS.
(a)
As
used
in
this
part:
(1)
"Domesticated
corporation"
means
a
domesticated
entity
that
is
a
corporation.
(2)
"Domesticating
corporation"
means
a
domesticating
entity
that
is
a
corporation.
(b)
The
following
definitions
in
chapter
22,
title
30
,
Idaho
Code,
shall
apply
to
this
part:
(1)
"Conversion"
is
as
defined
in
section
30
-
22
-
102
(a)(4),
Idaho
Code.
(2)
"Converted
entity"
is
as
defined
in
section
30
-
22
-
102
(a)(5),
Idaho
Code.
(3)
"Converting
entity"
is
as
defined
in
section
30
-
22
-
102
(a)(6),
Idaho
Code.
(4)
"Domesticated
entity"
is
as
defined
in
section
30
-
22
-
102
(a)(7),
Idaho
Code.
(5)
"Domesticating
entity"
is
as
defined
in
section
30
-
22
-
102
(a)(8),
Idaho
Code.

68
(6)
"Domestication"
is
as
defined
in
section
30
-
22
-
102
(a)(9),
Idaho
Code.
(7)
"Protected
agreement"
is
as
defined
in
section
30
-
22
-
102
(a)(19),
Idaho
Code.
[30
-
29
-
901,
added
2019,
ch.
90,
sec.
113,
p.
291.]
30
-
29
-
921.
ACTION
ON
A
PLAN
OF
DOMESTICATION.
In
the
case
of
a
domes-
tication
of
a
domestic
corporation
into
a
foreign
jurisdiction,
the
plan
of
domestication
shall
be
adopted
in
the
following
manner,
notwithstanding
the
provisions
of
section
30
-
22
-
503
(a),
Idaho
Code:
(a)
The
plan
of
domestication
shall
first
be
adopted
by
the
board
of
di-
rectors.
(b)
The
plan
of
domestication
shall
then
be
approved
by
the
sharehold-
ers.
In
submitting
the
plan
of
domestication
to
the
shareholders
for
ap-
proval,
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
plan,
unless
either
the
board
of
directors
makes
a
determination
that
be-
cause
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recommendation;
or
section
30
-
29
-
826
,
Idaho
Code,
applies.
In
either
case,
the
board
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
(c)
The
board
of
directors
may
set
conditions
for
approval
of
the
plan
of
domestication
by
the
shareholders
or
the
effectiveness
of
the
plan
of
do-
mestication.
(d)
If
the
approval
of
the
shareholders
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
plan
of
domestication
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
(1)
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
of
domestica-
tion
and
must
contain
or
be
accompanied
by
a
copy
or
summary
of
the
plan.
The
notice
must
include
or
be
accompanied
by
a
copy
of
the
articles
of
incorpora-
tion
and
the
bylaws
as
they
will
be
in
effect
immediately
after
the
domesti-
cation.
(e)
Unless
the
articles
of
incorporation,
or
the
board
of
directors
acting
pursuant
to
subsection
(c)
of
this
section,
require
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
domestication
requires
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan,
and,
except
as
provided
in
subsection
(f)
of
this
section,
the
approval
of
each
class
or
series
of
shares
voting
as
a
separate
voting
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan
by
that
voting
group.
(f)
The
articles
of
incorporation
may
expressly
limit
or
eliminate
the
separate
voting
rights
provided
in
subsection
(e)
of
this
section
as
to
any
class
or
series
of
shares,
except
when
the
articles
of
incorporation
of
the
foreign
corporation
resulting
from
the
domestication
include
what
would
be
in
effect
an
amendment
that
would
entitle
the
class
or
series
to
vote
as
a
separate
group
under
section
30
-
29
-
1004
,
Idaho
Code,
if
it
were
a
proposed
amendment
of
the
articles
of
incorporation
of
the
domestic
domesticating
corporation.
(g)
If
as
a
result
of
a
domestication
one
(1)
or
more
shareholders
of
a
domestic
corporation
would
become
subject
to
interest
holder
liability,
approval
of
the
plan
of
domestication
shall
require
the
signing
in
connec-
tion
with
the
domestication,
by
each
such
shareholder,
of
a
separate
writ-

69
ten
consent
to
become
subject
to
such
interest
holder
liability,
unless
in
the
case
of
a
shareholder
that
already
has
interest
holder
liability
with
respect
to
the
domesticating
corporation,
the
terms
and
conditions
of
the
interest
holder
liability
with
respect
to
the
domesticated
corporation
are
substantially
identical
to
those
of
the
existing
interest
holder
liability
other
than
for
changes
that
eliminate
or
reduce
such
interest
holder
liabil-
ity.
[30
-
29
-
921,
added
2019,
ch.
90,
sec.
113,
p.
291.]
30
-
29
-
922.
ARTICLES
OF
DOMESTICATION
-
-
EFFECTIVENESS.
Notwithstand-
ing
the
provisions
of
section
30
-
22
-
505
(b)(4),
Idaho
Code,
a
statement
of
domestication
of
a
domesticating
corporation
shall
include
a
statement
that
the
plan
of
domestication
was
approved
in
accordance
with
this
section.
[30
-
29
-
922,
added
2019,
ch.
90,
sec.
113,
p.
292.]
30
-
29
-
924.
EFFECT
OF
DOMESTICATION.
(a)
When
a
domestication
becomes
effective,
the
domesticated
corporation
is
deemed
to
have
been
incorporated
on
the
date
the
domesticating
corporation
was
originally
incorporated.
(b)
When
a
domestication
of
a
domestic
corporation
into
a
foreign
jurisdiction
becomes
effective,
the
domesticated
corporation
is
deemed
to
agree
that
it
will
promptly
pay
the
amount,
if
any,
to
which
shareholders
who
exercise
appraisal
rights
in
connection
with
the
domestication
are
entitled
under
part
13
of
this
chapter.
(c)
Notwithstanding
the
provisions
of
section
30
-
22
-
506
(c)
and
(d),
Idaho
Code,
except
as
otherwise
provided
in
the
organic
law
or
organic
rules
of
a
domesticating
foreign
corporation,
the
interest
holder
liability
of
a
shareholder
in
a
foreign
corporation
that
is
domesticated
into
this
state
who
had
interest
holder
liability
in
respect
of
such
domesticating
corporation
before
the
domestication
becomes
effective
shall
be
as
follows:
(1)
The
domestication
does
not
discharge
that
prior
interest
holder
li-
ability
with
respect
to
any
interest
holder
liabilities
that
arose
be-
fore
the
domestication
becomes
effective.
(2)
The
provisions
of
the
organic
law
of
the
domesticating
corporation
shall
continue
to
apply
to
the
collection
or
discharge
of
any
interest
holder
liabilities
preserved
by
paragraph
(1)
of
this
subsection,
as
if
the
domestication
had
not
occurred.
(3)
The
shareholder
shall
have
such
rights
of
contribution
from
other
persons
as
are
provided
by
the
organic
law
of
the
domesticating
corpora-
tion
with
respect
to
any
interest
holder
liabilities
preserved
by
para-
graph
(1)
of
this
subsection,
as
if
the
domestication
had
not
occurred.
(4)
The
shareholder
shall
not,
by
reason
of
such
prior
interest
holder
liability,
have
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
are
incurred
after
the
domestication
becomes
effective.
(d)
Notwithstanding
the
provisions
of
section
30
-
22
-
506
(c)
and
(d),
Idaho
Code,
a
shareholder
who
becomes
subject
to
interest
holder
liability
in
respect
of
the
domesticated
corporation
as
a
result
of
the
domestication
shall
have
such
interest
holder
liability
only
in
respect
of
interest
holder
liabilities
that
arise
after
the
domestication
becomes
effective.
[30
-
29
-
924,
added
2019,
ch.
90,
sec.
113,
p.
292.]

70
30
-
29
-
932.
ACTION
ON
A
PLAN
OF
CONVERSION.
In
the
case
of
a
conversion
of
a
domestic
corporation
to
a
domestic
or
foreign
eligible
entity,
the
plan
of
conversion
shall
be
adopted
in
the
following
manner,
notwithstanding
the
provisions
of
section
30
-
22
-
403
(a),
Idaho
Code:
(a)
The
plan
of
conversion
shall
first
be
adopted
by
the
board
of
direc-
tors.
(b)
The
plan
of
conversion
shall
then
be
approved
by
the
shareholders.
In
submitting
the
plan
of
conversion
to
the
shareholders
for
their
approval,
the
board
of
directors
must
recommend
that
the
shareholders
approve
the
plan,
unless
either
the
board
of
directors
makes
a
determination
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recommendation;
or
section
30
-
29
-
826
,
Idaho
Code,
applies.
In
either
case,
the
board
of
directors
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
(c)
The
board
of
directors
may
set
conditions
for
approval
of
the
plan
of
conversion
by
the
shareholders
or
the
effectiveness
of
the
plan
of
conver-
sion.
(d)
If
the
approval
of
the
shareholders
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
plan
of
conversion
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
(1)
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
of
conversion
and
must
contain
or
be
accompanied
by
a
copy
or
summary
of
the
plan.
The
notice
must
include
or
be
accompanied
by
a
copy
of
the
organic
rules
of
the
converted
entity
which
are
to
be
in
writing
as
they
will
be
in
effect
immediately
after
the
conversion.
(e)
Unless
the
articles
of
incorporation,
or
the
board
of
directors
acting
pursuant
to
subsection
(c)
of
this
section,
require
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
conversion
requires
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan,
and
the
approval
of
each
class
or
series
of
shares
voting
as
a
separate
voting
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan
by
that
voting
group.
(f)
If
as
a
result
of
the
conversion
one
(1)
or
more
shareholders
of
the
converting
domestic
corporation
would
become
subject
to
interest
holder
li-
ability,
approval
of
the
plan
of
conversion
shall
require
the
signing
in
con-
nection
with
the
transaction,
by
each
such
shareholder,
of
a
separate
writ-
ten
consent
to
become
subject
to
such
interest
holder
liability.
[30
-
29
-
932,
added
2019,
ch.
90,
sec.
113,
p.
293.]
30
-
29
-
933.
ARTICLES
OF
CONVERSION
-
-
EFFECTIVENESS.
Notwithstanding
the
provisions
of
section
30
-
22
-
405
(b)(4),
Idaho
Code,
a
statement
of
con-
version
of
a
domestic
converting
corporation
shall
include
a
statement
that
the
plan
of
conversion
was
approved
in
accordance
with
this
section.
[30
-
29
-
933,
added
2019,
ch.
90,
sec.
113,
p.
293.]
30
-
29
-
935.
EFFECT
OF
CONVERSION.
(a)
When
a
conversion
becomes
effec-
tive,
the
converted
entity
is
deemed
to
have
been
incorporated
or
otherwise
organized
on
the
date
that
the
converting
entity
was
originally
incorporated
or
organized.

71
(b)
When
a
conversion
of
a
domestic
corporation
to
a
foreign
eligible
entity
becomes
effective,
the
converted
entity
is
deemed
to
agree
that
it
will
promptly
pay
the
amount,
if
any,
to
which
shareholders
who
exercise
ap-
praisal
rights
in
connection
with
the
conversion
are
entitled
under
part
13
of
this
chapter.
(c)
Notwithstanding
the
provisions
of
section
30
-
22
-
406
(c)
and
(d),
Idaho
Code,
and
except
as
otherwise
provided
in
the
articles
of
incorpo-
ration
of
a
domestic
corporation
or
the
organic
law
or
organic
rules
of
a
foreign
corporation
or
a
domestic
or
foreign
eligible
entity,
a
shareholder
or
eligible
interest
holder
who
becomes
subject
to
interest
holder
liability
in
respect
of
a
domestic
corporation
or
eligible
entity
as
a
result
of
the
conversion
shall
have
such
interest
holder
liability
only
in
respect
of
interest
holder
liabilities
that
arise
after
the
conversion
becomes
effective.
(d)
Except
as
otherwise
provided
in
the
organic
law
or
the
organic
rules
of
the
eligible
entity,
the
interest
holder
liability
of
an
interest
holder
in
a
converting
eligible
entity
that
converts
to
a
domestic
corporation
who
had
interest
holder
liability
in
respect
of
such
converting
eligible
entity
before
the
conversion
becomes
effective
shall
be
as
follows:
(1)
The
conversion
does
not
discharge
that
prior
interest
holder
lia-
bility
with
respect
to
any
interest
holder
liabilities
that
arose
be-
fore
the
conversion
became
effective.
(2)
The
provisions
of
the
organic
law
of
the
eligible
entity
shall
con-
tinue
to
apply
to
the
collection
or
discharge
of
any
interest
holder
li-
abilities
preserved
by
paragraph
(1)
of
this
subsection,
as
if
the
con-
version
had
not
occurred.
(3)
The
eligible
interest
holder
shall
have
such
rights
of
contribution
from
other
persons
as
are
provided
by
the
organic
law
of
the
eligible
en-
tity
with
respect
to
any
interest
holder
liabilities
preserved
by
para-
graph
(1)
of
this
subsection,
as
if
the
conversion
had
not
occurred.
(4)
The
eligible
interest
holder
shall
not,
by
reason
of
such
prior
in-
terest
holder
liability,
have
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
arise
after
the
conversion
becomes
effective.
[30
-
29
-
935,
added
2019,
ch.
90,
sec.
113,
p.
294.]
PART
10
AMENDMENT
OF
ARTICLES
OF
INCORPORATION
AND
BYLAWS
30
-
29
-
1001.
AUTHORITY
TO
AMEND.
(a)
A
corporation
may
amend
its
arti-
cles
of
incorporation
at
any
time
to
add
or
change
a
provision
that
is
re-
quired
or
permitted
in
the
articles
of
incorporation
as
of
the
effective
date
of
the
amendment
or
to
delete
a
provision
that
is
not
required
to
be
contained
in
the
articles
of
incorporation.
(b)
A
shareholder
of
the
corporation
does
not
have
a
vested
property
right
resulting
from
any
provision
in
the
articles
of
incorporation,
includ-
ing
provisions
relating
to
management,
control,
capital
structure,
divi-
dend,
entitlement,
or
purpose
or
duration
of
the
corporation.
[30
-
29
-
1001,
added
2015,
ch.
243,
sec.
65,
p.
942;
am.
2019,
ch.
90,
sec.
114,
p.
294.]

72
30
-
29
-
1002.
AMENDMENT
BEFORE
ISSUANCE
OF
SHARES.
If
a
corporation
has
not
yet
issued
shares,
its
board
of
directors,
or
its
incorporators
if
it
has
no
board
of
directors,
may
adopt
one
(1)
or
more
amendments
to
the
corpora-
tion's
articles
of
incorporation.
[30
-
29
-
1002,
added
2015,
ch.
243,
sec.
65,
p.
942.]
30
-
29
-
1003.
AMENDMENT
BY
BOARD
OF
DIRECTORS
AND
SHAREHOLDERS.
If
a
cor-
poration
has
issued
shares,
an
amendment
to
the
articles
of
incorporation
shall
be
adopted
in
the
following
manner:
(a)
The
proposed
amendment
shall
first
be
adopted
by
the
board
of
direc-
tors.
(b)
Except
as
provided
in
sections
30
-
29
-
1005
,
30
-
29
-
1007
and
30
-
29
-
1008
,
Idaho
Code,
the
amendment
shall
then
be
approved
by
the
shareholders.
In
submitting
the
proposed
amendment
to
the
shareholders
for
approval
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
amend-
ment,
unless
the
board
of
directors
makes
a
determination
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recommendation,
or
unless
section
30
-
29
-
826
,
Idaho
Code,
applies.
In
ei-
ther
case,
the
board
must
inform
the
shareholders
of
the
basis
for
its
so
pro-
ceeding.
(c)
The
board
of
directors
may
set
conditions
for
the
approval
of
the
amendment
by
the
shareholders
or
the
effectiveness
of
the
amendment.
(d)
If
the
amendment
is
required
to
be
approved
by
the
shareholders,
and
the
approval
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
amendment
is
to
be
submitted
for
approval.
The
no-
tice
must
state
that
the
purpose,
or
one
(1)
of
the
purposes,
of
the
meeting
is
to
consider
the
amendment.
The
notice
must
contain
or
be
accompanied
by
a
copy
of
the
amendment.
(e)
Unless
the
articles
of
incorporation,
or
the
board
of
directors
acting
pursuant
to
subsection
(c)
of
this
section,
require
a
greater
vote
or
a
greater
quorum,
approval
of
the
amendment
requires
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
amendment
exists,
and,
if
any
class
or
series
of
shares
is
entitled
to
vote
as
a
separate
group
on
the
amendment,
except
as
provided
in
section
30
-
29
-
1004
(c),
Idaho
Code,
the
approval
of
each
such
separate
voting
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
amendment
by
that
voting
group.
(f)
If
as
a
result
of
an
amendment
of
the
articles
of
incorporation
one
(1)
or
more
shareholders
of
a
domestic
corporation
would
become
subject
to
new
interest
holder
liability,
approval
of
the
amendment
requires
the
sign-
ing
in
connection
with
the
amendment,
by
each
such
shareholder,
of
a
separate
written
consent
to
become
subject
to
such
new
interest
holder
liability,
un-
less
in
the
case
of
a
shareholder
that
already
has
interest
holder
liability
the
terms
and
conditions
of
the
new
interest
holder
liability
are
substan-
tially
identical
to
those
of
the
existing
interest
holder
liability;
or
are
substantially
identical
to
those
of
the
existing
interest
holder
liability,
other
than
changes
that
eliminate
or
reduce
such
interest
holder
liability.
(g)
For
purposes
of
subsection
(f)
of
this
section
and
section
30
-
29
-
1009
,
Idaho
Code,
"new
interest
holder
liability"
means
interest
holder
liability
of
a
person
resulting
from
an
amendment
of
the
articles
of
incorporation
if
the
person
did
not
have
interest
holder
liability
before

73
the
amendment
becomes
effective;
or
the
person
had
interest
holder
liability
before
the
amendment
becomes
effective,
the
terms
and
conditions
of
which
are
changed
when
the
amendment
becomes
effective.
[30
-
29
-
1003,
added
2015,
ch.
243,
sec.
65,
p.
942;
am.
2019,
ch.
90,
sec.
115,
p.
294.]
30
-
29
-
1004.
VOTING
ON
AMENDMENTS
BY
VOTING
GROUPS.
(a)
The
holders
of
the
outstanding
shares
of
a
class
are
entitled
to
vote
as
a
separate
voting
group,
if
shareholder
voting
is
otherwise
required
by
this
chapter,
on
a
pro-
posed
amendment
to
the
articles
of
incorporation
if
the
amendment
would:
(1)
Effect
an
exchange
or
reclassification
of
all
or
part
of
the
shares
of
the
class
into
shares
of
another
class;
(2)
Effect
an
exchange
or
reclassification,
or
create
the
right
of
ex-
change,
of
all
or
part
of
the
shares
of
another
class
into
shares
of
the
class;
(3)
Change
the
rights,
preferences
or
limitations
of
all
or
part
of
the
shares
of
the
class;
(4)
Change
the
shares
of
all
or
part
of
the
class
into
a
different
number
of
shares
of
the
same
class;
(5)
Create
a
new
class
of
shares
having
rights
or
preferences
with
re-
spect
to
distributions
that
are
prior
or
superior
to
the
shares
of
the
class;
(6)
Increase
the
rights,
preferences
or
number
of
authorized
shares
of
any
class
that,
after
giving
effect
to
the
amendment,
have
rights
or
preferences
with
respect
to
distributions
that
are
prior
or
superior
to
the
shares
of
the
class;
(7)
Limit
or
deny
an
existing
preemptive
right
of
all
or
part
of
the
shares
of
the
class;
or
(8)
Cancel
or
otherwise
affect
rights
to
distributions
that
have
accu-
mulated
but
not
yet
been
authorized
on
all
or
part
of
the
shares
of
the
class.
(b)
If
a
proposed
amendment
would
affect
a
series
of
a
class
of
shares
in
one
(1)
or
more
of
the
ways
described
in
subsection
(a)
of
this
section,
the
holders
of
shares
of
that
series
are
entitled
to
vote
as
a
separate
voting
group
on
the
proposed
amendment.
(c)
If
a
proposed
amendment
that
entitles
the
holders
of
two
(2)
or
more
classes
or
series
of
shares
to
vote
as
separate
voting
groups
under
this
sec-
tion
would
affect
those
two
(2)
or
more
classes
or
series
in
the
same
or
a
sub-
stantially
similar
way,
the
holders
of
shares
of
all
the
classes
or
series
so
affected
shall
vote
together
as
a
single
voting
group
on
the
proposed
amend-
ment,
unless
otherwise
provided
in
the
articles
of
incorporation
or
added
as
a
condition
by
the
board
of
directors
pursuant
to
section
30
-
29
-
1003
(c),
Idaho
Code.
(d)
A
class
or
series
of
shares
is
entitled
to
the
voting
rights
granted
by
this
section
even
if
the
articles
of
incorporation
provide
that
the
shares
are
nonvoting
shares.
[30
-
29
-
1004,
added
2015,
ch.
243,
sec.
65,
p.
943;
am.
2019,
ch.
90,
sec.
116,
p.
295.]
30
-
29
-
1005.
AMENDMENT
BY
BOARD
OF
DIRECTORS.
Unless
the
articles
of
incorporation
provide
otherwise,
a
corporation's
board
of
directors
may

74
adopt
amendments
to
the
corporation's
articles
of
incorporation
without
shareholder
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
delete
the
name
and
address
of
the
initial
registered
agent
or
registered
office,
if
a
statement
of
change
is
on
file
with
the
secretary
of
state;
(d)
If
the
corporation
has
only
one
(1)
class
of
shares
outstanding:
(1)
To
change
each
issued
and
unissued
authorized
share
of
the
class
into
a
greater
number
of
whole
shares
of
that
class;
or
(2)
To
increase
the
number
of
authorized
shares
of
the
class
to
the
ex-
tent
necessary
to
permit
the
issuance
of
shares
as
a
share
dividend;
(e)
To
change
the
corporate
name
by
substituting
the
word
"corpora-
tion,"
"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
for
the
name;
(f)
To
reflect
a
reduction
in
authorized
shares,
as
a
result
of
the
op-
eration
of
section
30
-
29
-
631
(b),
Idaho
Code,
when
the
corporation
has
ac-
quired
its
own
shares
and
the
articles
of
incorporation
prohibit
the
reissue
of
the
acquired
shares;
(g)
To
delete
a
class
of
shares
from
the
articles
of
incorporation,
as
a
result
of
the
operation
of
section
30
-
29
-
631
(b),
Idaho
Code,
when
there
are
no
remaining
shares
of
the
class
because
the
corporation
has
acquired
all
shares
of
the
class
and
the
articles
of
incorporation
prohibit
the
reissue
of
the
acquired
shares;
or
(h)
To
make
any
change
expressly
permitted
by
section
30
-
29
-
602
(a)
or
(b),
Idaho
Code,
to
be
made
without
shareholder
approval.
[30
-
29
-
1005,
added
2015,
ch.
243,
sec.
65,
p.
943;
am.
2019,
ch.
90,
sec.
117,
p.
296.]
30
-
29
-
1006.
ARTICLES
OF
AMENDMENT.
(a)
After
an
amendment
to
the
arti-
cles
of
incorporation
has
been
adopted
and
approved
in
the
manner
required
by
this
chapter
and
by
the
articles
of
incorporation,
the
corporation
shall
de-
liver
to
the
secretary
of
state
for
filing
articles
of
amendment,
which
must
set
forth:
(1)
The
name
of
the
corporation;
(2)
The
text
of
each
amendment
adopted
or
the
information
required
by
section
30
-
29
-
120
(d)(5),
Idaho
Code;
(3)
If
an
amendment
provides
for
an
exchange,
reclassification,
or
can-
cellation
of
issued
shares,
provisions
for
implementing
the
amendment
if
not
contained
in
the
amendment
itself
that
may
be
made
dependent
upon
facts
objectively
ascertainable
outside
the
articles
of
amendment
in
accordance
with
section
30
-
29
-
120
(d)(5),
Idaho
Code;
(4)
The
date
of
each
amendment's
adoption;
and
(5)
If
an
amendment:
(i)
Was
adopted
by
the
incorporators
or
board
of
directors
with-
out
shareholder
approval,
a
statement
that
the
amendment
was
duly
adopted
by
the
incorporators
or
by
the
board
of
directors,
as
the
case
may
be,
and
that
shareholder
approval
was
not
required;
(ii)
Required
approval
by
the
shareholders,
a
statement
that
the
amendment
was
duly
approved
by
the
shareholders
in
the
manner
re-
quired
by
this
chapter
and
by
the
articles
of
incorporation;
or

75
(iii)
Is
being
filed
pursuant
to
section
30
-
29
-
120
(d)(5),
Idaho
Code,
a
statement
to
that
effect.
(b)
Articles
of
amendment
shall
take
effect
at
the
effective
date
de-
termined
in
accordance
with
section
30
-
29
-
123
,
Idaho
Code.
[30
-
29
-
1006,
added
2015,
ch.
243,
sec.
65,
p.
944;
am.
2019,
ch.
90,
sec.
118,
p.
297.]
30
-
29
-
1007.
RESTATED
ARTICLES
OF
INCORPORATION.
(a)
A
corporation's
board
of
directors
may
restate
its
articles
of
incorporation
at
any
time,
without
shareholder
approval,
to
consolidate
all
amendments
into
a
single
document.
(b)
If
the
restated
articles
include
one
(1)
or
more
new
amendments
that
require
shareholder
approval,
the
amendments
shall
be
adopted
and
approved
as
provided
in
section
30
-
29
-
1003
,
Idaho
Code.
(c)
A
corporation
that
restates
its
articles
of
incorporation
shall
deliver
to
the
secretary
of
state
for
filing
articles
of
restatement
setting
forth
the
name
of
the
corporation,
the
text
of
the
restated
articles
of
incorporation,
a
statement
that
the
restated
articles
consolidate
all
amendments
into
a
single
document,
and,
if
a
new
amendment
is
included
in
the
restated
articles,
the
statements
required
under
section
30
-
29
-
1006
,
Idaho
Code,
with
respect
to
the
new
amendment.
(d)
Duly
adopted
restated
articles
of
incorporation
supersede
the
original
articles
of
incorporation
and
all
amendments
to
the
articles
of
incorporation.
(e)
The
secretary
of
state
may
certify
restated
articles
of
incorpora-
tion,
as
the
articles
of
incorporation
currently
in
effect,
without
includ-
ing
the
statements
required
by
subsection
(c)
of
this
section.
[30
-
29
-
1007,
added
2015,
ch.
243,
sec.
65,
p.
944;
am.
2019,
ch.
90,
sec.
119,
p.
297.]
30
-
29
-
1008.
AMENDMENT
PURSUANT
TO
REORGANIZATION.
(a)
A
corporation's
articles
of
incorporation
may
be
amended
without
action
by
the
board
of
di-
rectors
or
shareholders
to
carry
out
a
plan
of
reorganization
ordered
or
de-
creed
by
a
court
of
competent
jurisdiction
under
the
authority
of
a
law
of
the
United
States.
(b)
The
individual
or
individuals
designated
by
the
court
shall
deliver
to
the
secretary
of
state
for
filing
articles
of
amendment
setting
forth:
(1)
The
name
of
the
corporation;
(2)
The
text
of
each
amendment
approved
by
the
court;
(3)
The
date
of
the
court's
order
or
decree
approving
the
articles
of
amendment;
(4)
The
title
of
the
reorganization
proceeding
in
which
the
order
or
de-
cree
was
entered;
and
(5)
A
statement
that
the
court
had
jurisdiction
of
the
proceeding
under
federal
statute.
(c)
This
section
does
not
apply
after
entry
of
a
final
decree
in
the
re-
organization
proceeding
even
though
the
court
retains
jurisdiction
of
the
proceeding
for
limited
purposes
unrelated
to
consummation
of
the
reorgani-
zation
plan.
[30
-
29
-
1008,
added
2015,
ch.
243,
sec.
65,
p.
945;
am.
2019,
ch.
90,
sec.
120,
p.
298.]

76
30
-
29
-
1009.
EFFECT
OF
AMENDMENT.
(a)
An
amendment
to
the
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,
or
the
existing
rights
of
persons
other
than
the
shareholders.
An
amendment
chang-
ing
a
corporation's
name
does
not
affect
a
proceeding
brought
by
or
against
the
corporation
in
its
former
name.
(b)
A
shareholder
who
becomes
subject
to
new
interest
holder
liability
in
respect
of
the
corporation
as
a
result
of
an
amendment
to
the
articles
of
incorporation
shall
have
that
new
interest
holder
liability
only
in
respect
of
interest
holder
liabilities
that
arise
after
the
amendment
becomes
effec-
tive.
(c)
Except
as
otherwise
provided
in
the
articles
of
incorporation
of
the
corporation,
the
interest
holder
liability
of
a
shareholder
who
had
in-
terest
holder
liability
in
respect
of
the
corporation
before
the
amendment
becomes
effective
and
has
new
interest
holder
liability
after
the
amendment
becomes
effective
shall
be
as
follows:
(1)
The
amendment
does
not
discharge
that
prior
interest
holder
liabil-
ity
with
respect
to
any
interest
holder
liabilities
that
arose
before
the
amendment
becomes
effective.
(2)
The
provisions
of
the
articles
of
incorporation
of
the
corporation
relating
to
interest
holder
liability
as
in
effect
immediately
prior
to
the
amendment
shall
continue
to
apply
to
the
collection
or
discharge
of
any
interest
holder
liabilities
preserved
by
paragraph
(1)
of
this
sub-
section,
as
if
the
amendment
had
not
occurred.
(3)
The
shareholder
shall
have
such
rights
of
contribution
from
other
persons
as
are
provided
by
the
articles
of
incorporation
relating
to
in-
terest
holder
liability
as
in
effect
immediately
prior
to
the
amendment
with
respect
to
any
interest
holder
liabilities
preserved
by
paragraph
(1)
of
this
subsection,
as
if
the
amendment
had
not
occurred.
(4)
The
shareholder
shall
not,
by
reason
of
such
prior
interest
holder
liability,
have
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
arise
after
the
amendment
becomes
effective.
[30
-
29
-
1009,
added
2015,
ch.
243,
sec.
65,
p.
945;
am.
2019,
ch.
90,
sec.
121,
p.
298.]
30
-
29
-
1020.
AUTHORITY
TO
AMEND.
(a)
A
corporation's
shareholders
may
amend
or
repeal
the
corporation's
bylaws.
(b)
A
corporation's
board
of
directors
may
amend
or
repeal
the
corpora-
tion's
bylaws
unless:
(1)
The
articles
of
incorporation,
section
30
-
29
-
1021
,
Idaho
Code,
or,
if
applicable,
section
30
-
29
-
1022
,
Idaho
Code,
reserve
that
power
ex-
clusively
to
the
shareholders
in
whole
or
part;
or
(2)
Except
as
provided
in
section
30
-
29
-
206
(d),
Idaho
Code,
the
share-
holders
in
amending,
repealing,
or
adopting
a
bylaw
expressly
provide
that
the
board
of
directors
may
not
amend,
repeal,
or
adopt
that
bylaw.
(c)
A
shareholder
of
the
corporation
does
not
have
a
vested
property
right
resulting
from
any
provision
in
the
bylaws.
[30
-
29
-
1020,
added
2015,
ch.
243,
sec.
65,
p.
945;
am.
2019,
ch.
90,
sec.
122,
p.
299.]

77
30
-
29
-
1021.
BYLAW
INCREASING
QUORUM
OR
VOTING
REQUIREMENT
FOR
DIREC-
TORS.
(a)
A
bylaw
that
increases
a
quorum
or
voting
requirement
for
the
board
of
directors
may
be
amended
or
repealed:
(1)
If
originally
adopted
by
the
shareholders,
only
by
the
shareholders
unless
the
bylaw
otherwise
provides;
or
(2)
If
adopted
by
the
board
of
directors,
either
by
the
shareholders
or
by
the
board
of
directors.
(b)
A
bylaw
adopted
or
amended
by
the
shareholders
that
increases
a
quo-
rum
or
voting
requirement
for
the
board
of
directors
may
provide
that
it
can
be
amended
or
repealed
only
by
a
specified
vote
of
either
the
shareholders
or
the
board
of
directors.
(c)
Action
by
the
board
of
directors
under
subsection
(a)
of
this
sec-
tion
to
amend
or
repeal
a
bylaw
that
changes
a
quorum
or
voting
requirement
for
the
board
of
directors
shall
meet
the
same
quorum
requirement
and
be
adopted
by
the
same
vote
required
to
take
action
under
the
quorum
and
voting
requirement
then
in
effect
or
proposed
to
be
adopted,
whichever
is
greater.
[30
-
29
-
1021,
added
2015,
ch.
243,
sec.
65,
p.
945;
am.
2019,
ch.
90,
sec.
123,
p.
299.]
30
-
29
-
1022.
BYLAW
PROVISIONS
RELATING
TO
THE
ELECTION
OF
DIREC-
TORS.
(a)
Unless
the
articles
of
incorporation
specifically
prohibit
the
adoption
of
a
bylaw
pursuant
to
this
section,
alter
the
vote
specified
in
section
30
-
29
-
728
(a),
Idaho
Code,
or
provide
for
cumulative
voting,
a
corpo-
ration
may
elect
in
its
bylaws
to
be
governed
in
the
election
of
directors
as
follows:
(1)
Each
vote
entitled
to
be
cast
may
be
voted
for
or
against
up
to
that
number
of
candidates
that
is
equal
to
the
number
of
directors
to
be
elected,
or
a
shareholder
may
indicate
an
abstention,
but
without
cumulating
the
votes;
(2)
To
be
elected,
a
nominee
shall
have
received
a
plurality
of
the
votes
cast
by
holders
of
shares
entitled
to
vote
in
the
election
at
a
meeting
at
which
a
quorum
is
present,
provided
that
a
nominee
who
is
elected
but
receives
more
votes
against
than
for
election
shall
serve
as
a
director
for
a
term
that
shall
terminate
on
the
date
that
is
the
earlier
of:
(i)
Ninety
(90)
days
from
the
date
on
which
the
voting
results
are
determined
pursuant
to
part
7
of
this
chapter;
or
(ii)
The
date
on
which
an
individual
is
selected
by
the
board
of
directors
to
fill
the
office
held
by
such
director,
which
selec-
tion
shall
be
deemed
to
constitute
the
filling
of
a
vacancy
by
the
board
to
which
section
30
-
29
-
810
,
Idaho
Code,
applies.
Subject
to
paragraph
(3)
of
this
subsection,
a
nominee
who
is
elected
but
re-
ceives
more
votes
against
than
for
election
shall
not
serve
as
a
director
beyond
the
ninety
(90)
day
period
referenced
above;
and
(3)
The
board
of
directors
may
select
any
qualified
individual
to
fill
the
office
held
by
a
director
who
received
more
votes
against
than
for
election.
(b)
Subsection
(a)
of
this
section
does
not
apply
to
an
election
of
di-
rectors
by
a
voting
group
if
at
the
expiration
of
the
time
fixed
under
a
pro-
vision
requiring
advance
notification
of
director
candidates
or
absent
such
a
provision,
at
a
time
fixed
by
the
board
of
directors
which
is
not
more
than
fourteen
(14)
days
before
notice
is
given
of
the
meeting
at
which
the
elec-
tion
is
to
occur,
there
are
more
candidates
for
election
by
the
voting
group

78
than
the
number
of
directors
to
be
elected,
one
(1)
or
more
of
whom
are
prop-
erly
proposed
by
shareholders.
An
individual
shall
not
be
considered
a
can-
didate
for
purposes
of
this
subsection
if
the
board
of
directors
determines
before
the
notice
of
meeting
is
given
that
such
individual's
candidacy
does
not
create
a
bona
fide
election
contest.
(c)
A
bylaw
electing
to
be
governed
by
this
section
may
be
repealed:
(1)
If
originally
adopted
by
the
shareholders,
only
by
the
sharehold-
ers,
unless
the
bylaw
otherwise
provides;
or
(2)
If
adopted
by
the
board
of
directors,
or
the
shareholders.
[30
-
29
-
1022,
added
2019,
ch.
90,
sec.
124,
p.
300.]
PART
11
MERGERS
AND
SHARE
EXCHANGES
30
-
29
-
1101.
DEFINITIONS.
As
used
in
this
part:
(a)
"New
interest
holder
liability"
means
interest
holder
liability
of
a
person,
resulting
from
a
merger
or
share
exchange,
that
is:
(1)
In
respect
of
an
entity
that
is
different
from
the
entity
in
which
the
person
held
shares
or
eligible
interests
immediately
before
the
merger
or
share
exchange
became
effective;
or
(2)
In
respect
of
the
same
entity
as
the
one
in
which
the
person
held
shares
or
eligible
interests
immediately
before
the
merger
or
share
ex-
change
became
effective
if:
(i)
The
person
did
not
have
interest
holder
liability
immediately
before
the
merger
or
share
exchange
became
effective;
or
(ii)
The
person
had
interest
holder
liability
immediately
before
the
merger
or
share
exchange
became
effective,
the
terms
and
con-
ditions
of
which
were
changed
when
the
merger
or
share
exchange
be-
came
effective.
(b)
"Party
to
a
merger"
means
any
domestic
or
foreign
corporation
or
el-
igible
entity
that
will
merge
under
a
plan
of
merger
but
does
not
include
a
survivor
created
by
the
merger.
(c)
"Survivor"
in
a
merger
means
the
domestic
or
foreign
corporation
or
eligible
entity
into
which
one
(1)
or
more
other
corporations
or
eligible
en-
tities
are
merged.
(d)
The
following
definitions
outside
this
chapter
shall
apply
to
this
part:
(1)
"Acquired
entity"
is
as
defined
in
section
30
-
22
-
102
(a)(1),
Idaho
Code.
(2)
"Acquiring
entity"
is
as
defined
in
section
30
-
22
-
102
(a)(2),
Idaho
Code.
[30
-
29
-
1101,
added
2019,
ch.
90,
sec.
126,
p.
301.]
30
-
29
-
1104.
ACTION
ON
A
PLAN
OF
MERGER
OR
SHARE
EXCHANGE.
In
the
case
of
a
domestic
corporation
that
is
a
party
to
a
merger
or
the
acquired
entity
in
a
share
exchange,
the
plan
of
merger
or
share
exchange
shall
be
adopted
in
the
following
manner
notwithstanding
the
provisions
of
sections
30
-
22
-
203
(a)
and
30
-
22
-
303
(a),
Idaho
Code:
(a)
The
plan
of
merger
or
share
exchange
shall
first
be
adopted
by
the
board
of
directors.
(b)
Except
as
provided
in
subsections
(h),
(j),
and
(l)
of
this
section
and
in
section
30
-
29
-
1105
,
Idaho
Code,
the
plan
of
merger
or
share
exchange

79
shall
then
be
approved
by
the
shareholders.
In
submitting
the
plan
of
merger
or
share
exchange
to
the
shareholders
for
approval,
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
plan
or,
in
the
case
of
an
offer
referred
to
in
subsection
(j)(2)
of
this
section,
that
the
sharehold-
ers
tender
their
shares
to
the
offeror
in
response
to
the
offer,
unless
ei-
ther
the
board
of
directors
makes
a
determination
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recom-
mendation,
or
section
30
-
29
-
826
,
Idaho
Code,
applies.
In
either
case,
the
board
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
(c)
The
board
of
directors
may
set
conditions
for
the
approval
of
the
plan
of
merger
or
share
exchange
by
the
shareholders
or
the
effectiveness
of
the
plan
of
merger
or
share
exchange.
(d)
If
the
plan
of
merger
or
share
exchange
is
required
to
be
approved
by
the
shareholders,
and
if
the
approval
is
to
be
given
at
a
meeting,
the
cor-
poration
shall
notify
each
shareholder,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
plan
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
(1)
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
and
must
contain
or
be
accompanied
by
a
copy
or
summary
of
the
plan.
If
the
corporation
is
to
be
merged
into
an
exist-
ing
foreign
or
domestic
corporation
or
eligible
entity,
the
notice
must
also
include
or
be
accompanied
by
a
copy
or
summary
of
the
articles
of
incorpora-
tion
and
bylaws
of
the
organic
rules
of
that
corporation
or
eligible
entity.
If
the
corporation
is
to
be
merged
with
a
domestic
or
foreign
corporation
or
eligible
entity
and
a
new
domestic
or
foreign
corporation
or
eligible
entity
is
to
be
created
pursuant
to
the
merger,
the
notice
must
include
or
be
accom-
panied
by
a
copy
or
a
summary
of
the
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
the
new
corporation
or
eligible
entity.
(e)
Unless
the
articles
of
incorporation,
or
the
board
of
directors
acting
pursuant
to
subsection
(c)
of
this
section,
require
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
merger
or
share
exchange
requires
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan,
and,
if
any
class
or
series
of
shares
is
entitled
to
vote
as
a
separate
group
on
the
plan
of
merger
or
share
exchange,
the
approval
of
each
such
separate
voting
group
is
present
at
a
meeting
at
which
a
quorum
of
the
voting
group
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
merger
or
share
exchange
by
that
voting
group.
(f)
Subject
to
subsection
(g)
of
this
section,
separate
voting
by
vot-
ing
groups
is
required:
(1)
On
a
plan
of
merger,
by
each
class
or
series
of
shares
that:
(i)
Are
to
be
converted
under
the
plan
of
merger
into
shares,
other
securities,
eligible
interests,
obligations,
rights
to
acquire
shares,
other
securities
or
eligible
interests,
cash,
other
property,
or
any
combination
of
the
foregoing;
or
(ii)
Are
entitled
to
vote
as
a
separate
group
on
a
provision
in
the
plan
that
constitutes
a
proposed
amendment
to
the
articles
of
incorporation
of
a
surviving
corporation
that
requires
action
by
separate
voting
groups
under
section
30
-
29
-
1004
,
Idaho
Code;
(2)
On
a
plan
of
share
exchange
by
each
class
or
series
of
shares
in-
cluded
in
the
exchange,
with
each
class
or
series
constituting
a
sepa-
rate
voting
group;
and

80
(3)
On
a
plan
of
merger
or
share
exchange,
if
the
voting
group
is
en-
titled
under
the
articles
of
incorporation
to
vote
as
a
voting
group
to
approve
a
plan
of
merger
or
share
exchange,
respectively.
(g)
The
articles
of
incorporation
may
expressly
limit
or
eliminate
the
separate
voting
rights
provided
in
paragraph
(i)
of
subsection
(f)(1)
and
subsection
(f)(2)
of
this
section
as
to
any
class
or
series
of
shares,
ex-
cept
when
the
plan
of
merger
or
share
exchange
includes
what
is
or
would
be
in
effect
an
amendment
subject
to
paragraph
(i)
of
subsection
(f)(1)
of
this
section
and
paragraph
(ii)
of
subsection
(f)(1)
of
this
section
will
not
ef-
fect
a
substantive
business
combination.
(h)
Unless
the
articles
of
incorporation
otherwise
provide,
approval
by
the
corporation's
shareholders
of
a
plan
of
merger
is
not
required
if:
(1)
The
corporation
will
survive
the
merger;
(2)
Except
for
amendments
permitted
by
section
30
-
29
-
1005
,
Idaho
Code,
its
articles
of
incorporation
will
not
be
changed;
(3)
Each
shareholder
of
the
corporation
whose
shares
were
outstanding
immediately
before
the
effective
date
of
the
merger
or
share
exchange
will
hold
the
same
number
of
shares,
with
identical
preferences,
rights
and
limitations,
immediately
after
the
effective
date
of
the
merger;
and
(4)
The
issuance
in
the
merger
of
shares
or
other
securities
convert-
ible
into
or
rights
exercisable
for
shares
does
not
require
a
vote
under
section
30
-
29
-
621
(f),
Idaho
Code.
(i)
If
as
a
result
of
a
merger
or
share
exchange
one
(1)
or
more
share-
holders
of
a
domestic
corporation
would
become
subject
to
new
interest
holder
liability,
approval
of
the
plan
of
merger
or
share
exchange
requires
the
signing
in
connection
with
the
transaction,
by
each
such
shareholder,
of
a
separate
written
consent
to
become
subject
to
such
new
interest
holder
liability
unless
in
the
case
of
a
shareholder
that
already
has
interest
holder
liability
with
respect
to
such
domestic
corporation,
the
new
interest
holder
liability
is
with
respect
to
a
domestic
or
foreign
corporation,
which
may
be
a
different
or
the
same
domestic
corporation
in
which
the
person
is
a
shareholder;
and
the
terms
and
conditions
of
the
new
interest
holder
lia-
bility
are
substantially
identical
to
those
of
the
existing
interest
holder
liability
other
than
for
changes
that
eliminate
or
reduce
such
interest
holder
liability.
(j)
Unless
the
articles
of
incorporation
otherwise
provide,
approval
by
the
shareholders
of
a
plan
of
merger
or
share
exchange
is
not
required
if:
(1)
The
plan
of
merger
or
share
exchange
expressly
permits
or
requires
the
merger
or
share
exchange
to
be
effected
under
this
subsection
and
provides
that,
if
the
merger
or
share
exchange
is
to
be
effected
under
this
subsection,
the
merger
or
share
exchange
will
be
effected
as
soon
as
practicable
following
the
satisfaction
of
the
requirement
set
forth
in
paragraph
(6)
of
this
subsection;
(2)
Another
party
to
the
merger,
the
acquiring
entity
in
the
share
ex-
change,
or
a
parent
of
another
party
to
the
merger
or
the
acquiring
en-
tity
in
the
share
exchange,
makes
an
offer
to
purchase,
on
the
terms
pro-
vided
in
the
plan
of
merger
or
share
exchange,
any
and
all
of
the
out-
standing
shares
of
the
corporation
that,
absent
this
subsection,
would
be
entitled
to
vote
on
the
plan
of
merger
or
share
exchange,
except
that
the
offer
may
exclude
shares
of
the
corporation
that
are
owned
at
the
commencement
of
the
offer
by
the
corporation,
the
offeror,
or
any
parent

81
of
the
offeror,
or
by
any
wholly
owned
subsidiary
of
any
of
the
forego-
ing;
(3)
The
offer
discloses
that
the
plan
of
merger
or
share
exchange
provides
that
the
merger
or
share
exchange
will
be
effected
as
soon
as
practicable
following
the
satisfaction
of
the
requirement
set
forth
in
paragraph
(6)
of
this
subsection
and
that
the
shares
of
the
corporation
that
are
not
tendered
in
response
to
the
offer
will
be
treated
as
set
forth
in
paragraph
(8)
of
this
subsection;
(4)
The
offer
remains
open
for
at
least
ten
(10)
days;
(5)
The
offeror
purchases
all
shares
properly
tendered
in
response
to
the
offer
and
not
properly
withdrawn;
(6)
The
shares
listed
below
are
collectively
entitled
to
cast
at
least
the
minimum
number
of
votes
on
the
merger
or
share
exchange
that,
ab-
sent
this
subsection,
would
be
required
by
this
chapter
and
by
the
arti-
cles
of
incorporation
for
the
approval
of
the
merger
or
share
exchange
by
the
shareholders
and
by
any
other
voting
group
entitled
to
vote
on
the
merger
or
share
exchange
at
a
meeting
at
which
all
shares
entitled
to
vote
on
the
approval
were
present
and
voted:
(i)
Shares
purchased
by
the
offeror
in
accordance
with
the
offer;
(ii)
Shares
otherwise
owned
by
the
offeror
or
by
any
parent
of
the
offeror
or
any
wholly
owned
subsidiary
of
any
of
the
foregoing;
and
(iii)
Shares
subject
to
an
agreement
that
they
are
to
be
trans-
ferred,
contributed
or
delivered
to
the
offeror,
any
parent
of
the
offeror,
or
any
wholly
owned
subsidiary
of
any
of
the
foregoing
in
exchange
for
shares
or
eligible
interests
in
such
offeror,
parent
or
subsidiary;
(7)
The
offeror
or
a
wholly
owned
subsidiary
of
the
offeror
merges
with
or
into,
or
effects
a
share
exchange
in
which
it
acquires
shares
of,
the
corporation;
and
(8)
Each
outstanding
share
of
each
class
or
series
of
shares
of
the
cor-
poration
that
the
offeror
is
offering
to
purchase
in
accordance
with
the
offer,
and
that
is
not
purchased
in
accordance
with
the
offer,
is
to
be
converted
in
the
merger
into,
or
into
the
right
to
receive,
or
is
to
be
exchanged
in
the
share
exchange
for,
or
for
the
right
to
receive,
the
same
amount
and
kind
of
securities,
eligible
interests,
obligations,
rights,
cash,
or
other
property
to
be
paid
or
exchanged
in
accordance
with
the
offer
for
each
share
of
that
class
or
series
of
shares
that
is
tendered
in
response
to
the
offer,
except
that
shares
of
the
corpora-
tion
that
are
owned
by
the
corporation
or
that
are
described
in
para-
graph
(6)(ii)
or
(iii)
of
this
subsection
need
not
be
converted
into
or
exchanged
for
the
consideration
described
in
this
paragraph.
(k)
As
used
in
subsection
(j)
of
this
section:
(1)
"Offer"
means
the
offer
referred
to
in
subsection
(j)(2)
of
this
section;
(2)
"Offeror"
means
the
person
making
the
offer;
(3)
"Parent"
of
an
entity
means
a
person
that
owns,
directly
or
indi-
rectly,
through
one
(1)
or
more
wholly
owned
subsidiaries,
all
of
the
outstanding
shares
of
or
eligible
interests
in
that
entity;
(4)
Shares
tendered
in
response
to
the
offer
shall
be
deemed
to
have
been
"purchased"
in
accordance
with
the
offer
at
the
earliest
time
as
of
which
the
offeror
has
irrevocably
accepted
those
shares
for
payment;
and
either
in
the
case
of
shares
represented
by
certificates,
the
offeror,
or
the
offeror's
designated
depository
or
other
agent,
has

82
physically
received
the
certificates
representing
those
shares
or
in
the
case
of
shares
without
certificates,
those
shares
have
been
trans-
ferred
into
the
account
of
the
offeror
or
its
designated
depository
or
other
agent,
or
an
agent's
message
relating
to
those
shares
has
been
received
by
the
offeror
or
its
designated
depository
or
other
agent;
and
(5)
"Wholly
owned
subsidiary"
of
a
person
means
an
entity
of
or
in
which
that
person
owns,
directly
or
indirectly,
through
one
(1)
or
more
wholly
owned
subsidiaries,
all
of
the
outstanding
shares
or
eligible
inter-
ests.
(l)
Unless
the
articles
of
incorporation
otherwise
provide:
(1)
Approval
of
a
plan
of
share
exchange
by
the
shareholders
of
a
do-
mestic
corporation
is
not
required
if
the
corporation
is
the
acquiring
entity
in
the
share
exchange;
and
(2)
Shares
not
to
be
exchanged
under
the
plan
of
share
exchange
are
not
entitled
to
vote
on
the
plan.
[30
-
29
-
1104,
added
2015,
ch.
243,
sec.
66,
p.
946;
am.
2019,
ch.
90,
sec.
127,
p.
301.]
30
-
29
-
1105.
MERGER
BETWEEN
PARENT
AND
SUBSIDIARY
OR
BETWEEN
SUB-
SIDIARIES.
(a)
A
domestic
or
foreign
parent
entity
that
owns
shares
of
a
domestic
corporation
that
carry
at
least
ninety
percent
(90%)
of
the
voting
power
of
each
class
and
series
of
the
outstanding
shares
of
the
subsidiary
that
has
voting
power
may
merge
the
subsidiary
into
itself,
if
it
is
a
domestic
or
foreign
corporation
or
eligible
entity,
or
into
another
domestic
or
foreign
corporation
or
eligible
entity
in
which
the
parent
entity
owns
at
least
ninety
percent
(90%)
of
the
voting
power
of
each
class
and
series
of
the
outstanding
shares
or
eligible
interests
which
have
voting
power,
or
merge
itself,
if
it
is
a
domestic
or
foreign
corporation
or
eligible
entity,
into
such
subsidiary,
in
either
case
without
the
approval
of
the
board
of
directors
or
shareholders
of
the
subsidiary
unless
the
articles
of
incorporation
or
organic
rules
of
the
parent
entity
or
the
articles
of
incorporation
of
the
subsidiary
corporation
otherwise
provide.
Section
30
-
29
-
1104
(k),
Idaho
Code,
applies
to
a
merger
under
this
section.
The
articles
of
merger
relating
to
a
merger
under
this
section
do
not
need
to
be
signed
by
the
subsidiary.
(b)
A
parent
entity
shall,
within
ten
(10)
days
after
the
effective
date
of
a
merger
approved
under
subsection
(a)
of
this
section,
notify
each
of
the
subsidiary's
shareholders
that
the
merger
has
become
effective.
(c)
Except
as
provided
in
subsections
(a)
and
(b)
of
this
section,
a
merger
between
a
parent
entity
and
a
domestic
subsidiary
corporation
shall
be
governed
by
the
provisions
of
this
part
applicable
to
mergers
generally.
[30
-
29
-
1105,
added
2015,
ch.
243,
sec.
66,
p.
947;
am.
2019,
ch.
90,
sec.
128,
p.
304.]
30
-
29
-
1107.
EFFECT
OF
MERGER
OR
SHARE
EXCHANGE.
(a)
Notwithstanding
the
provisions
of
sections
30
-
22
-
206
(c)
and
(d)
and
30
-
22
-
306
(c)
and
(d),
Idaho
Code,
and
except
as
otherwise
provided
in
the
articles
of
incorpora-
tion
of
a
domestic
corporation
or
the
organic
law
governing
or
organic
rules
of
a
foreign
corporation
or
a
domestic
or
foreign
eligible
entity,
the
effect
of
a
merger
or
share
exchange
on
interest
holder
liability
is
as
follows:
(1)
A
person
who
becomes
subject
to
new
interest
holder
liability
in
re-
spect
of
an
entity
as
a
result
of
a
merger
or
share
exchange
shall
have

83
that
new
interest
holder
liability
only
in
respect
of
interest
holder
liabilities
that
arise
after
the
merger
or
share
exchange
becomes
ef-
fective.
(2)
If
a
person
had
interest
holder
liability
with
respect
to
a
party
to
the
merger
or
the
acquired
entity
before
the
merger
or
share
exchange
becomes
effective
with
respect
to
shares
or
eligible
interests
of
such
party
or
acquired
entity
that
were
exchanged
in
the
merger
or
share
exchange;
were
canceled
in
the
merger;
or
the
terms
and
conditions
of
which
relating
to
interest
holder
liability
were
amended
pursuant
to
the
merger:
(i)
The
merger
or
share
exchange
does
not
discharge
that
prior
interest
holder
liability
with
respect
to
any
interest
holder
li-
abilities
that
arose
before
the
merger
or
share
exchange
becomes
effective.
(ii)
The
provisions
of
the
organic
law
governing
any
entity
for
which
the
person
had
that
prior
interest
holder
liability
shall
continue
to
apply
to
the
collection
or
discharge
of
any
interest
holder
liabilities
preserved
by
subparagraph
(i)
of
this
para-
graph,
as
if
the
merger
or
share
exchange
had
not
occurred.
(iii)
The
person
shall
have
such
rights
of
contribution
from
other
persons
as
are
provided
by
the
organic
law
governing
the
entity
for
which
the
person
had
that
prior
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
preserved
by
subpara-
graph
(i)
of
this
paragraph,
as
if
the
merger
or
share
exchange
had
not
occurred.
(iv)
The
person
shall
not,
by
reason
of
such
prior
interest
holder
liability,
have
interest
holder
liability
with
respect
to
any
in-
terest
holder
liabilities
that
arise
after
the
merger
or
share
ex-
change
becomes
effective.
(3)
If
a
person
has
interest
holder
liability
both
before
and
after
a
merger
becomes
effective
with
unchanged
terms
and
conditions
with
re-
spect
to
the
entity
that
is
the
survivor
by
reason
of
owning
the
same
shares
or
eligible
interests
before
and
after
the
merger
becomes
effec-
tive,
the
merger
has
no
effect
on
such
interest
holder
liability.
(4)
A
share
exchange
has
no
effect
on
interest
holder
liability
related
to
shares
or
eligible
interests
of
the
acquired
entity
that
were
not
ex-
changed
in
the
share
exchange.
(b)
Upon
a
merger
becoming
effective,
a
foreign
corporation,
or
a
for-
eign
eligible
entity,
that
is
the
survivor
of
the
merger
is
deemed
to
agree
that
it
will
promptly
pay
the
amount,
if
any,
to
which
shareholders
of
each
domestic
corporation
that
is
a
party
to
the
merger
who
exercise
appraisal
rights
are
entitled
under
part
13
of
this
chapter.
[30
-
29
-
1107,
added
2019,
ch.
90,
sec.
129,
p.
305.]
PART
12
DISPOSITION
OF
ASSETS
30
-
29
-
1201.
DISPOSITION
OF
ASSETS
NOT
REQUIRING
SHAREHOLDER
AP-
PROVAL.
No
approval
of
the
shareholders
is
required,
unless
the
articles
of
incorporation
otherwise
provide:
(a)
To
sell,
lease,
exchange,
or
otherwise
dispose
of
any
or
all
of
the
corporation's
assets
in
the
usual
and
regular
course
of
business;

84
(b)
To
mortgage,
pledge,
dedicate
to
the
repayment
of
indebtedness,
whether
with
or
without
recourse,
or
otherwise
encumber
any
or
all
of
the
corporation's
assets,
regardless
of
whether
in
the
usual
and
regular
course
of
business;
or
(c)
To
transfer
any
or
all
of
the
corporation's
assets
to
one
(1)
or
more
domestic
or
foreign
corporations
or
other
entities
all
of
the
shares
or
in-
terests
of
which
are
owned
by
the
corporation;
or
(d)
To
distribute
assets
pro
rata
to
the
holders
of
one
(1)
or
more
classes
or
series
of
the
corporation's
shares.
[30
-
29
-
1201,
added
2015,
ch.
243,
sec.
67,
p.
947;
am.
2019,
ch.
90,
sec.
130,
p.
306.]
30
-
29
-
1202.
SHAREHOLDER
APPROVAL
OF
CERTAIN
DISPOSITIONS.
(a)
A
sale,
lease,
exchange
or
other
disposition
of
assets,
other
than
a
disposition
de-
scribed
in
section
30
-
29
-
1201
,
Idaho
Code,
requires
approval
of
the
corpora-
tion's
shareholders
if
the
disposition
would
leave
the
corporation
without
a
significant
continuing
business
activity.
A
corporation
will
conclusively
be
deemed
to
have
retained
a
significant
continuing
business
activity
if
it
retains
a
business
activity
that
represented,
for
the
corporation
and
its
subsidiaries
on
a
consolidated
basis,
at
least
twenty
-
five
percent
(25%)
of
total
assets
at
the
end
of
the
most
recently
completed
fiscal
year,
and
ei-
ther
twenty
-
five
percent
(25%)
of
income
from
continuing
operations
before
taxes
or
twenty
-
five
percent
(25%)
of
revenues
from
continuing
operations
for
the
most
recently
completed
fiscal
year.
(b)
To
obtain
the
approval
of
the
shareholders
under
subsection
(a)
of
this
section,
the
board
of
directors
shall
first
adopt
a
resolution
authorizing
the
disposition.
The
disposition
shall
then
be
approved
by
the
shareholders.
In
submitting
the
disposition
to
the
shareholders
for
ap-
proval,
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
disposition,
unless
either
the
board
of
directors
makes
a
determination
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recommendation;
or
section
30
-
29
-
826
,
Idaho
Code,
applies.
In
either
case,
the
board
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
(c)
The
board
of
directors
may
set
conditions
for
the
approval
by
the
shareholders
of
a
disposition
or
the
effectiveness
of
the
disposition.
(d)
If
a
disposition
is
required
to
be
approved
by
the
shareholders
under
subsection
(a)
of
this
section,
and
if
the
approval
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
disposition
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
(1)
of
the
purposes,
of
the
meeting
is
to
consider
the
disposition
and
must
contain
a
description
of
the
disposition,
including
the
terms
and
conditions
of
the
disposition
and
the
consideration
to
be
received
by
the
corporation.
(e)
Unless
the
articles
of
incorporation
or
the
board
of
directors,
acting
pursuant
to
subsection
(c)
of
this
section,
require
a
greater
vote
or
a
greater
quorum,
the
approval
of
a
disposition
by
the
shareholders
shall
re-
quire
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
disposition.
(f)
After
a
disposition
has
been
approved
by
the
shareholders
under
this
part,
and
at
any
time
before
the
disposition
has
been
consummated,
it

85
may
be
abandoned
by
the
corporation
without
action
by
the
shareholders,
subject
to
any
contractual
rights
of
other
parties
to
the
disposition.
(g)
A
disposition
of
assets
in
the
course
of
dissolution
under
part
14
of
this
chapter
is
not
governed
by
this
section.
(h)
The
assets
of
a
direct
or
indirect
consolidated
subsidiary
shall
be
deemed
to
be
the
assets
of
the
parent
corporation
for
the
purposes
of
this
section.
[30
-
29
-
1202,
added
2015,
ch.
243,
sec.
67,
p.
948;
am.
2019,
ch.
90,
sec.
131,
p.
306.]
PART
13
APPRAISAL
RIGHTS
30
-
29
-
1301.
DEFINITIONS.
In
this
part:
(1)
"Affiliate"
means
a
person
that
directly
or
indirectly
through
one
(1)
or
more
intermediaries
controls,
is
controlled
by,
or
is
under
common
control
with
another
person
or
is
a
senior
executive
of
such
person.
For
pur-
poses
of
section
30
-
29
-
1302
(b)(4),
Idaho
Code,
a
person
is
deemed
to
be
an
affiliate
of
its
senior
executives.
(2)
"Beneficial
owner"
means
a
person
who,
directly
or
indirectly,
through
any
contract,
arrangement,
or
understanding,
other
than
a
revocable
proxy,
has
or
shares
the
power
to
vote,
or
to
direct
the
voting
of,
shares;
except
that
a
member
of
a
national
securities
exchange
is
not
deemed
to
be
a
beneficial
owner
of
securities
held
directly
or
indirectly
by
it
on
behalf
of
another
person
if
the
member
is
precluded
by
the
rules
of
the
exchange
from
voting
without
instruction
on
contested
matters
or
matters
that
may
affect
substantially
the
rights
or
privileges
of
the
holders
of
the
securities
to
be
voted.
When
two
(2)
or
more
persons
agree
to
act
together
for
the
purpose
of
voting
their
shares
of
the
corporation,
each
member
of
the
group
formed
thereby
is
deemed
to
have
acquired
beneficial
ownership,
as
of
the
date
of
the
agreement,
of
all
shares
having
voting
power
of
the
corporation
beneficially
owned
by
any
member
of
the
group.
(3)
"Corporation"
means
the
domestic
corporation
that
is
the
issuer
of
the
shares
held
by
a
shareholder
demanding
appraisal
and,
for
matters
covered
in
sections
30
-
29
-
1322
through
30
-
29
-
1331
,
Idaho
Code,
includes
the
survivor
of
a
merger.
(4)
"Excluded
shares"
means
shares
acquired
pursuant
to
an
offer
for
all
shares
having
voting
power
if
the
offer
was
made
within
one
(1)
year
be-
fore
the
corporate
action
for
consideration
of
the
same
kind
and
of
a
value
equal
to
or
less
than
that
paid
in
connection
with
the
corporate
action.
(5)
"Fair
value"
means
the
value
of
the
corporation's
shares
deter-
mined:
(a)
Immediately
before
the
effectiveness
of
the
corporate
action
to
which
the
shareholder
objects;
(b)
Using
customary
and
current
valuation
concepts
and
techniques
gen-
erally
employed
for
similar
businesses
in
the
context
of
the
transac-
tion
requiring
appraisal;
and
(c)
Without
discounting
for
lack
of
marketability
or
minority
status
except,
if
appropriate,
for
amendments
to
the
articles
of
incorporation
pursuant
to
section
30
-
29
-
1302
(a)(5),
Idaho
Code.
(6)
"Interest"
means
interest
from
the
date
the
corporate
action
be-
comes
effective
until
the
date
of
payment,
at
the
rate
of
interest
on
judg-
ments
in
this
state
on
the
effective
date
of
the
corporate
action.

86
(7)
"Interested
person"
means
a
person,
or
an
affiliate
of
a
person,
who
at
any
time
during
the
one
(1)
year
period
immediately
preceding
approval
by
the
board
of
directors
of
the
corporate
action:
(a)
Was
the
beneficial
owner
of
twenty
percent
(20%)
or
more
of
the
vot-
ing
power
of
the
corporation,
other
than
as
owner
of
excluded
shares;
(b)
Had
the
power,
contractually
or
otherwise,
other
than
as
owner
of
excluded
shares,
to
cause
the
appointment
or
election
of
twenty
-
five
percent
(25%)
or
more
of
the
directors
to
the
board
of
directors
of
the
corporation;
or
(c)
Was
a
senior
executive
or
director
of
the
corporation
or
a
senior
executive
of
any
affiliate
of
the
corporation,
and
that
senior
execu-
tive
or
director
will
receive,
as
a
result
of
the
corporate
action,
a
fi-
nancial
benefit
not
generally
available
to
other
shareholders
as
such,
other
than:
(i)
Employment,
consulting,
retirement,
or
similar
benefits
es-
tablished
separately
and
not
as
part
of
or
in
contemplation
of
the
corporate
action;
(ii)
Employment,
consulting,
retirement,
or
similar
benefits
es-
tablished
in
contemplation
of,
or
as
part
of,
the
corporate
action
that
are
not
more
favorable
than
those
existing
before
the
corpo-
rate
action
or,
if
more
favorable,
that
have
been
approved
on
be-
half
of
the
corporation
in
the
same
manner
as
is
provided
in
sec-
tion
30
-
29
-
862
,
Idaho
Code;
or
(iii)
In
the
case
of
a
director
of
the
corporation
who
will,
in
the
corporate
action,
become
a
director
or
governor
of
the
acquiror
or
any
of
its
affiliates,
rights
and
benefits
as
a
director
or
gov-
ernor
that
are
provided
on
the
same
basis
as
those
afforded
by
the
acquiror
generally
to
other
directors
or
governors
of
such
entity
or
such
affiliate.
(8)
"Interested
transaction"
means
a
corporate
action
described
in
section
30
-
29
-
1302
(a),
Idaho
Code,
other
than
a
merger
pursuant
to
section
30
-
29
-
1105
,
Idaho
Code,
involving
an
interested
person
in
which
any
of
the
shares
or
assets
of
the
corporation
are
being
acquired
or
converted.
(9)
"Preferred
shares"
means
a
class
or
series
of
shares
whose
holders
have
preference
over
any
other
class
or
series
of
shares
with
respect
to
dis-
tributions.
(10)
"Senior
executive"
means
the
chief
executive
officer,
chief
oper-
ating
officer,
chief
financial
officer,
and
any
individual
in
charge
of
a
principal
business
unit
or
function.
(11)
"Shareholder"
means
a
record
shareholder,
a
beneficial
share-
holder,
and
a
voting
trust
beneficial
owner.
[30
-
29
-
1301,
added
2015,
ch.
243,
sec.
68,
p.
949;
am.
2019,
ch.
90,
sec.
132,
p.
307.]
30
-
29
-
1302.
RIGHT
TO
APPRAISAL.
(a)
A
shareholder
is
entitled
to
ap-
praisal
rights,
and
to
obtain
payment
of
the
fair
value
of
that
shareholder's
shares
in
the
event
of
any
of
the
following
corporate
actions:
(1)
Consummation
of
a
merger
to
which
the
corporation
is
a
party:
(i)
If
shareholder
approval
is
required
for
the
merger
by
section
30
-
29
-
1104
,
Idaho
Code,
or
would
be
required
but
for
the
provi-
sions
of
section
30
-
29
-
1104
(j),
Idaho
Code,
except
that
appraisal
rights
shall
not
be
available
to
any
shareholder
of
the
corpora-

87
tion
with
respect
to
shares
of
any
class
or
series
that
remain
out-
standing
after
consummation
of
the
merger;
or
(ii)
If
the
corporation
is
a
subsidiary
and
the
merger
is
governed
by
section
30
-
29
-
1105
,
Idaho
Code;
(2)
Consummation
of
a
share
exchange
to
which
the
corporation
is
a
party
the
shares
of
which
will
be
acquired,
except
that
appraisal
rights
shall
not
be
available
to
any
shareholder
of
the
corporation
with
respect
to
any
class
or
series
of
shares
of
the
corporation
that
is
not
acquired
in
the
share
exchange;
(3)
Consummation
of
a
disposition
of
assets
pursuant
to
section
30
-
29
-
1202
,
Idaho
Code,
if
the
shareholder
is
entitled
to
vote
on
the
disposi-
tion,
except
that
appraisal
rights
shall
not
be
available
to
any
share-
holder
of
the
corporation
with
respect
to
shares
of
any
class
or
series
if:
(i)
Under
the
terms
of
the
corporate
action
approved
by
the
shareholders,
there
is
to
be
distributed
to
shareholders
in
cash
the
corporation's
net
assets,
in
excess
of
a
reasonable
amount
re-
served
to
meet
claims
of
the
type
described
in
sections
30
-
29
-
1406
and
30
-
29
-
1407
,
Idaho
Code,
within
one
(1)
year
after
the
share-
holders'
approval
of
the
action
and
in
accordance
with
their
respective
interests
determined
at
the
time
of
distribution;
and
(ii)
The
disposition
of
assets
is
not
an
interested
transaction;
(4)
An
amendment
of
the
articles
of
incorporation
with
respect
to
a
class
or
series
of
shares
that
reduces
the
number
of
shares
of
a
class
or
series
owned
by
the
shareholder
to
a
fraction
of
a
share
if
the
corporation
has
the
obligation
or
right
to
repurchase
the
fractional
share
so
created;
(5)
Any
other
merger,
share
exchange,
disposition
of
assets,
or
amend-
ment
to
the
articles
of
incorporation,
in
each
case
to
the
extent
pro-
vided
by
the
articles
of
incorporation,
bylaws
or
a
resolution
of
the
board
of
directors;
(6)
Consummation
of
a
domestication
pursuant
to
part
9
of
this
chapter
if
the
shareholder
does
not
receive
shares
in
the
foreign
corporation
resulting
from
the
domestication
that
have
terms
as
favorable
to
the
shareholder
in
all
material
respects,
and
represent
at
least
the
same
percentage
interest
of
the
total
voting
rights
of
the
outstanding
shares
of
the
foreign
corporation,
as
the
shares
held
by
the
shareholder
before
the
domestication;
(7)
Consummation
of
a
conversion
of
the
corporation
to
a
nonprofit
cor-
poration
pursuant
to
chapter
22,
title
30
,
Idaho
Code;
or
(8)
Consummation
of
a
conversion
of
the
corporation
to
an
unincorpo-
rated
entity
pursuant
to
chapter
22,
title
30
,
Idaho
Code.
(b)
Notwithstanding
subsection
(a)
of
this
section,
the
availability
of
appraisal
rights
under
subsection
(a)
(1)
and
(2)
of
this
section
shall
be
limited
in
accordance
with
the
following
provisions:
(1)
Appraisal
rights
shall
not
be
available
for
the
holders
of
shares
of
any
class
or
series
of
shares
that
are:
(i)
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
the
securities
act
of
1933;
(ii)
Traded
in
an
organized
market
and
have
at
least
two
thousand
(2,000)
shareholders
and
a
market
value
of
at
least
twenty
million
dollars
($20,000,000),
exclusive
of
the
value
of
such
shares
held
by
the
corporation's
subsidiaries,
senior
executives,
and
direc-

88
tors
and
by
any
beneficial
shareholder
and
any
voting
trust
bene-
ficial
owner
owning
more
than
ten
percent
(10%)
of
such
shares;
or
(iii)
Issued
by
an
open
end
management
investment
company
regis-
tered
with
the
securities
and
exchange
commission
under
the
in-
vestment
company
act
of
1940
and
which
may
be
redeemed
at
the
op-
tion
of
the
holder
at
net
asset
value.
(2)
The
applicability
of
paragraph
(1)
of
this
subsection
shall
be
de-
termined
as
of:
(i)
The
record
date
fixed
to
determine
the
shareholders
entitled
to
receive
notice
of
the
meeting
of
shareholders
to
act
upon
the
corporate
action
requiring
appraisal
rights
or,
in
the
case
of
an
offer
made
pursuant
to
section
30
-
29
-
1104
(j),
Idaho
Code,
the
date
of
such
offer;
or
(ii)
If
there
is
no
meeting
of
shareholders
and
no
offer
made
pursuant
to
section
30
-
29
-
1104
(j),
Idaho
Code,
the
day
before
the
consummation
of
the
corporate
action
or
effective
date
of
the
amendment
of
the
articles
of
incorporation,
as
applicable.
(3)
Paragraph
(1)
of
this
subsection
shall
not
be
applicable
and
appraisal
rights
shall
be
available
pursuant
to
subsection
(a)
of
this
section
for
the
holders
of
any
class
or
series
of
shares:
(i)
Who
are
required
by
the
terms
of
the
corporate
action
requir-
ing
appraisal
rights
to
accept
for
such
shares
anything
other
than
cash
or
shares
of
any
class
or
any
series
of
shares
of
any
corpora-
tion,
or
any
other
proprietary
interest
of
any
other
entity,
that
satisfies
the
standards
set
forth
in
paragraph
(1)
of
this
subsec-
tion
at
the
time
the
corporate
action
becomes
effective;
or
(ii)
In
the
case
of
the
consummation
of
a
disposition
of
assets
pursuant
to
section
30
-
29
-
1202
,
Idaho
Code,
unless
the
cash,
shares,
or
proprietary
interests
received
in
the
disposition
are,
under
the
terms
of
the
corporate
action
approved
by
the
shareholders,
to
be
distributed
to
the
shareholders,
as
part
of
a
distribution
to
shareholders
of
the
net
assets
of
the
corporation
in
excess
of
a
reasonable
amount
to
meet
claims
of
the
type
de-
scribed
in
sections
30
-
29
-
1406
and
30
-
29
-
1407
,
Idaho
Code,
within
one
(1)
year
after
the
shareholders'
approval
of
the
action,
and
in
accordance
with
their
respective
interests
determined
at
the
time
of
the
distribution.
(4)
Paragraph
(1)
of
this
subsection
shall
not
be
applicable
and
appraisal
rights
shall
be
available
pursuant
to
subsection
(a)
of
this
section
for
the
holders
of
any
class
or
series
of
shares
where
the
corporate
action
is
an
interested
transaction.
(c)
Notwithstanding
any
other
provision
of
this
section,
the
articles
of
incorporation
as
originally
filed
or
any
amendment
to
the
articles
of
in-
corporation
may
limit
or
eliminate
appraisal
rights
for
any
class
or
series
of
preferred
shares,
except
that
no
such
limitation
or
elimination
shall
be
effective
if
the
class
or
series
does
not
have
the
right
to
vote
separately
as
a
voting
group,
alone
or
as
part
of
a
group,
on
the
action
or
if
the
action
is
a
conversion
under
chapter
22,
title
30
,
Idaho
Code,
or
a
merger
having
a
sim-
ilar
effect
as
a
conversion
in
which
the
converted
entity
is
an
eligible
en-
tity;
and
any
such
limitation
or
elimination
contained
in
an
amendment
to
the
articles
of
incorporation
that
limits
or
eliminates
appraisal
rights
for
any
of
such
shares
that
are
outstanding
immediately
before
the
effective
date
of
such
amendment
or
that
the
corporation
is
or
may
be
required
to
issue
or
sell

89
thereafter
pursuant
to
any
conversion,
exchange
or
other
right
existing
im-
mediately
before
the
effective
date
of
such
amendment
shall
not
apply
to
any
corporate
action
that
becomes
effective
within
one
(1)
year
after
the
effec-
tive
date
of
such
amendment
if
such
action
would
otherwise
afford
appraisal
rights.
[30
-
29
-
1302,
added
2015,
ch.
243,
sec.
68,
p.
949;
am.
2019,
ch.
90,
sec.
133,
p.
309.]
30
-
29
-
1303.
ASSERTION
OF
RIGHTS
BY
NOMINEES
AND
BENEFICIAL
SHAREHOLD-
ERS.
(a)
A
record
shareholder
may
assert
appraisal
rights
as
to
fewer
than
all
the
shares
registered
in
the
record
shareholder's
name
but
owned
by
a
beneficial
shareholder
or
a
voting
trust
beneficial
owner
only
if
the
record
shareholder
objects
with
respect
to
all
shares
of
a
class
or
series
owned
by
the
beneficial
shareholder
or
the
voting
trust
beneficial
owner
and
notifies
the
corporation
in
writing
of
the
name
and
address
of
each
beneficial
share-
holder
or
voting
trust
beneficial
owner
on
whose
behalf
appraisal
rights
are
being
asserted.
The
rights
of
a
record
shareholder
who
asserts
appraisal
rights
for
only
part
of
the
shares
held
of
record
in
the
record
shareholder's
name
under
this
subsection
shall
be
determined
as
if
the
shares
as
to
which
the
record
shareholder
objects
and
the
record
shareholder's
other
shares
were
registered
in
the
names
of
different
record
shareholders.
(b)
A
beneficial
shareholder
and
a
voting
trust
beneficial
owner
may
assert
appraisal
rights
as
to
shares
of
any
class
or
series
held
on
behalf
of
the
shareholder
only
if
such
shareholder:
(1)
Submits
to
the
corporation
the
record
shareholder's
written
con-
sent
to
the
assertion
of
such
rights
no
later
than
the
date
referred
to
in
section
30
-
29
-
1322
(b)(2)(ii),
Idaho
Code;
and
(2)
Does
so
with
respect
to
all
shares
of
the
class
or
series
that
are
beneficially
owned
by
the
beneficial
shareholder
or
the
voting
trust
beneficial
owner.
[30
-
29
-
1303,
added
2015,
ch.
243,
sec.
68,
p.
952;
am.
2019,
ch.
90,
sec.
134,
p.
312.]
30
-
29
-
1320.
NOTICE
OF
APPRAISAL
RIGHTS.
(a)
Where
any
corporate
action
specified
in
section
30
-
29
-
1302
(a),
Idaho
Code,
is
to
be
submitted
to
a
vote
at
a
shareholders'
meeting,
the
meeting
notice,
or
where
no
approval
of
such
action
is
required
pursuant
to
section
30
-
29
-
1104
(j),
Idaho
Code,
the
offer
made
pursuant
to
section
30
-
29
-
1104
(j),
Idaho
Code,
must
state
that
the
cor-
poration
has
concluded
that
appraisal
rights
are,
are
not,
or
may
be
avail-
able
under
this
part.
If
the
corporation
concludes
that
appraisal
rights
are
or
may
be
available,
a
copy
of
this
part
must
accompany
the
meeting
notice
or
offer
sent
to
those
record
shareholders
entitled
to
exercise
appraisal
rights.
(b)
In
a
merger
pursuant
to
section
30
-
29
-
1105
,
Idaho
Code,
the
par-
ent
entity
shall
notify
in
writing
all
record
shareholders
of
the
subsidiary
who
are
entitled
to
assert
appraisal
rights
that
the
corporate
action
became
effective.
Such
notice
shall
be
sent
within
ten
(10)
days
after
the
corpo-
rate
action
became
effective
and
include
the
materials
described
in
section
30
-
29
-
1322
,
Idaho
Code.
(c)
Where
any
corporate
action
specified
in
section
30
-
29
-
1302
(a),
Idaho
Code,
is
to
be
approved
by
written
consent
of
the
shareholders
pursuant
to
section
30
-
29
-
704
,
Idaho
Code:

90
(1)
Written
notice
that
appraisal
rights
are,
are
not,
or
may
be
available
shall
be
sent
to
each
record
shareholder
from
whom
a
consent
is
solicited
at
the
time
consent
of
such
shareholder
is
first
solicited
and,
if
the
corporation
has
concluded
that
appraisal
rights
are
or
may
be
available,
the
notice
must
be
accompanied
by
a
copy
of
this
chapter;
and
(2)
Written
notice
that
appraisal
rights
are,
are
not,
or
may
be
avail-
able
must
be
delivered
together
with
the
notice
to
nonconsenting
and
nonvoting
shareholders
required
by
section
30
-
29
-
704
(e)
and
(f),
Idaho
Code,
may
include
the
materials
described
in
section
30
-
29
-
1322
,
Idaho
Code,
and,
if
the
corporation
has
concluded
that
appraisal
rights
are
or
may
be
available,
must
be
accompanied
by
a
copy
of
this
chapter.
(d)
Where
corporate
action
described
in
section
30
-
29
-
1302
(a),
Idaho
Code,
is
proposed,
or
a
merger
pursuant
to
section
30
-
29
-
1105
,
Idaho
Code,
is
effected,
the
notice
referred
to
in
subsection
(a)
or
(c)
of
this
section,
if
the
corporation
concludes
that
appraisal
rights
are
or
may
be
available,
and
in
subsection
(b)
of
this
section
must
be
accompanied
by:
(1)
Financial
statements
of
the
corporation
that
issued
the
shares
that
may
be
subject
to
appraisal,
consisting
of
a
balance
sheet
as
of
the
end
of
a
fiscal
year
ending
not
more
than
sixteen
(16)
months
before
the
date
of
the
notice,
an
income
statement
for
that
year,
and
a
cash
flow
state-
ment
for
that
year;
provided
that,
if
such
financial
statements
are
not
reasonably
available,
the
corporation
shall
provide
reasonably
equiva-
lent
financial
information;
and
(2)
The
latest
interim
financial
statements
of
such
corporation,
if
any.
(e)
The
right
to
receive
the
information
described
in
subsection
(d)
of
this
section
may
be
waived
in
writing
by
a
shareholder
before
or
after
the
corporate
action.
[30
-
29
-
1320,
added
2015,
ch.
243,
sec.
68,
p.
952;
am.
2019,
ch.
90,
sec.
135,
p.
313.]
30
-
29
-
1321.
NOTICE
OF
INTENT
TO
DEMAND
PAYMENT
-
-
CONSEQUENCES
OF
VOTING
OR
CONSENTING.
(a)
If
a
corporate
action
specified
in
section
30
-
29
-
1302
(a),
Idaho
Code,
is
submitted
to
a
vote
at
a
shareholders'
meet-
ing,
a
shareholder
who
wishes
to
assert
appraisal
rights
with
respect
to
any
class
or
series
of
shares:
(1)
Shall
deliver
to
the
corporation,
before
the
vote
is
taken,
written
notice
of
the
shareholder's
intent
to
demand
payment
if
the
proposed
ac-
tion
is
effectuated;
and
(2)
Shall
not
vote,
or
cause
or
permit
to
be
voted,
any
shares
of
such
class
or
series
in
favor
of
the
proposed
action.
(b)
If
a
corporate
action
specified
in
section
30
-
29
-
1302
(a),
Idaho
Code,
is
to
be
approved
by
written
consent,
a
shareholder
who
wishes
to
assert
appraisal
rights
with
respect
to
any
class
or
series
of
shares
shall
not
sign
a
consent
in
favor
of
the
proposed
action
with
respect
to
that
class
or
series
of
shares.
(c)
If
a
corporate
action
specified
in
section
30
-
29
-
1302
(a),
Idaho
Code,
does
not
require
shareholder
approval
pursuant
to
section
30
-
29
-
1104
(j),
Idaho
Code,
a
shareholder
who
wishes
to
assert
appraisal
rights
with
respect
to
any
class
or
series
of
shares
shall
deliver
to
the
corporation
before
the
shares
are
purchased
pursuant
to
the
offer
written
notice
of
the
shareholder's
intent
to
demand
payment
if
the
proposed
action

91
is
effected;
and
shall
not
tender,
or
cause
or
permit
to
be
tendered,
any
shares
of
such
class
or
series
in
response
to
such
offer.
(d)
A
shareholder
who
fails
to
satisfy
the
requirements
of
subsection
(a),
(b),
or
(c)
of
this
section
is
not
entitled
to
payment
under
this
part.
[30
-
29
-
1321,
added
2015,
ch.
243,
sec.
68,
p.
952;
am.
2019,
ch.
90,
sec.
136,
p.
314.]
30
-
29
-
1322.
APPRAISAL
NOTICE
AND
FORM.
(a)
If
a
corporate
action
re-
quiring
appraisal
rights
under
section
30
-
29
-
1302
(a),
Idaho
Code,
becomes
effective,
the
corporation
shall
deliver
a
written
appraisal
notice
and
form
required
by
subsection
(b)
of
this
section
to
all
shareholders
who
satisfy
the
requirements
of
section
30
-
29
-
1321
(a),
(b),
or
(c),
Idaho
Code.
In
the
case
of
a
merger
under
section
30
-
29
-
1105
,
Idaho
Code,
the
parent
shall
de-
liver
an
appraisal
notice
and
form
to
all
record
shareholders
who
may
be
en-
titled
to
assert
appraisal
rights.
(b)
The
appraisal
notice
shall
be
delivered
no
earlier
than
the
date
the
corporate
action
specified
in
section
30
-
29
-
1302
(a),
Idaho
Code,
became
ef-
fective,
and
no
later
than
ten
(10)
days
after
such
date
and
must:
(1)
Supply
a
form
that:
(i)
Specifies
the
first
date
of
any
announcement
to
shareholders
made
before
the
date
the
corporate
action
became
effective
of
the
principal
terms
of
the
proposed
corporate
action;
(ii)
If
such
announcement
was
made,
requires
the
shareholder
as-
serting
appraisal
rights
to
certify
whether
or
not
beneficial
own-
ership
of
those
shares
for
which
appraisal
rights
are
asserted
was
acquired
before
that
date;
and
(iii)
Requires
the
shareholder
asserting
appraisal
rights
to
certify
that
such
shareholder
did
not
vote
for
or
consent
to
the
transaction
as
to
the
class
or
series
of
shares
for
which
appraisal
is
sought;
(2)
State:
(i)
Where
the
form
shall
be
sent
and
where
certificates
for
cer-
tificated
shares
must
be
deposited
and
the
date
by
which
those
cer-
tificates
shall
be
deposited,
which
date
may
not
be
earlier
than
the
date
by
which
the
corporation
must
receive
the
required
form
under
subparagraph
(ii)
of
this
paragraph;
(ii)
A
date
by
which
the
corporation
shall
receive
the
form,
which
date
may
not
be
fewer
than
forty
(40)
days
nor
more
than
sixty
(60)
days
after
the
date
the
appraisal
notice
in
subsection
(a)
of
this
section
is
sent,
and
state
that
the
shareholder
shall
have
waived
the
right
to
demand
appraisal
with
respect
to
the
shares
unless
the
form
is
received
by
the
corporation
by
such
specified
date;
(iii)
The
corporation's
estimate
of
the
fair
value
of
the
shares;
(iv)
That,
if
requested
in
writing,
the
corporation
will
provide,
to
the
shareholders
so
requesting,
within
ten
(10)
days
after
the
date
specified
in
subparagraph
(ii)
of
this
paragraph
the
number
of
shareholders
who
return
the
forms
by
the
specified
date
and
the
total
number
of
shares
owned
by
them;
and
(v)
The
date
by
which
the
notice
to
withdraw
under
section
30
-
29
-
1323
,
Idaho
Code,
shall
be
received,
which
date
shall
be
within
twenty
(20)
days
after
the
date
specified
in
subparagraph
(ii)
of
this
paragraph;
and
(3)
Be
accompanied
by
a
copy
of
this
part.

92
[30
-
29
-
1322,
added
2015,
ch.
243,
sec.
68,
p.
953;
am.
2019,
ch.
90,
sec.
137,
p.
314.]
30
-
29
-
1323.
PERFECTION
OF
RIGHTS
-
-
RIGHT
TO
WITHDRAW.
(a)
A
share-
holder
who
receives
notice
pursuant
to
section
30
-
29
-
1322
,
Idaho
Code,
and
who
wishes
to
exercise
appraisal
rights
shall
sign
and
return
the
form
sent
by
the
corporation
and,
in
the
case
of
certificated
shares,
deposit
the
shareholder's
certificates
in
accordance
with
the
terms
of
the
notice
by
the
date
referred
to
in
the
notice
pursuant
to
section
30
-
29
-
1322
(b)(2)(ii),
Idaho
Code.
In
addition,
if
applicable,
the
shareholder
shall
certify
on
the
form
whether
the
beneficial
owner
of
such
shares
acquired
beneficial
ownership
of
the
shares
before
the
date
required
to
be
set
forth
in
the
notice
pursuant
to
section
30
-
29
-
1322
(b)(2)(ii),
Idaho
Code.
If
a
shareholder
fails
to
make
this
certification,
the
corporation
may
elect
to
treat
the
shareholder's
shares
as
after
-
acquired
shares
under
section
30
-
29
-
1325
,
Idaho
Code.
Once
a
shareholder
deposits
that
shareholder's
certificates
or,
in
the
case
of
uncertificated
shares,
returns
the
signed
forms,
that
shareholder
loses
all
rights
as
a
shareholder,
unless
the
shareholder
withdraws
pursuant
to
subsection
(b)
of
this
section.
(b)
A
shareholder
who
has
complied
with
subsection
(a)
of
this
section
may
nevertheless
decline
to
exercise
appraisal
rights
and
withdraw
from
the
appraisal
process
by
so
notifying
the
corporation
in
writing
by
the
date
set
forth
in
the
appraisal
notice
pursuant
to
section
30
-
29
-
1322
(b)(2)(v),
Idaho
Code.
A
shareholder
who
fails
to
so
withdraw
from
the
appraisal
process
may
not
thereafter
withdraw
without
the
corporation's
written
consent.
(c)
A
shareholder
who
does
not
sign
and
return
the
form
and,
in
the
case
of
certificated
shares,
deposit
that
shareholder's
share
certificates
where
required,
each
by
the
date
set
forth
in
the
notice
described
in
section
30
-
29
-
1322
(b),
Idaho
Code,
shall
not
be
entitled
to
payment
under
this
part.
[30
-
29
-
1323,
added
2015,
ch.
243,
sec.
68,
p.
953;
am.
2019,
ch.
90,
sec.
138,
p.
315.]
30
-
29
-
1324.
PAYMENT.
(a)
Except
as
provided
in
section
30
-
29
-
1325
,
Idaho
Code,
within
thirty
(30)
days
after
the
form
required
by
section
30
-
29
-
1322
(b)(2)(ii),
Idaho
Code,
is
due,
the
corporation
shall
pay
in
cash
to
those
shareholders
who
complied
with
section
30
-
29
-
1323
(a),
Idaho
Code,
the
amount
the
corporation
estimates
to
be
the
fair
value
of
their
shares,
plus
interest.
(b)
The
payment
to
each
shareholder
pursuant
to
subsection
(a)
of
this
section
must
be
accompanied
by:
(1)
Financial
statements
of
the
corporation
that
issued
the
shares
to
be
appraised,
consisting
of
a
balance
sheet
as
of
the
end
of
a
fiscal
year
ending
not
more
than
sixteen
(16)
months
before
the
date
of
pay-
ment,
an
income
statement
for
that
year,
a
cash
flow
statement
for
that
year,
and
the
latest
interim
financial
statements
of
such
corporation,
if
any;
provided
however,
that
if
such
annual
financial
statements
are
not
reasonably
available,
the
corporation
shall
provide
reasonably
equivalent
financial
information;
(2)
A
statement
of
the
corporation's
estimate
of
the
fair
value
of
the
shares,
which
estimate
shall
equal
or
exceed
the
corporation's
estimate
given
pursuant
to
section
30
-
29
-
1322
(b)(2)(iii),
Idaho
Code;
and

93
(3)
A
statement
that
shareholders
described
in
subsection
(a)
of
this
section
have
the
right
to
demand
further
payment
under
section
30
-
29
-
1326
,
Idaho
Code,
and
that
if
any
such
shareholder
does
not
do
so
within
the
time
period
specified
in
section
30
-
29
-
1326
(b),
Idaho
Code,
such
shareholder
shall
be
deemed
to
have
accepted
the
payment
under
subsec-
tion
(a)
of
this
section
in
full
satisfaction
of
the
corporation's
obli-
gations
under
this
part.
[30
-
29
-
1324,
added
2015,
ch.
243,
sec.
68,
p.
954;
am.
2019,
ch.
90,
sec.
139,
p.
316.]
30
-
29
-
1325.
AFTER
ACQUIRED
SHARES.
(a)
A
corporation
may
elect
to
withhold
payment
required
by
section
30
-
29
-
1324
,
Idaho
Code,
from
any
share-
holder
who
was
required
to
but
did
not
certify
that
beneficial
ownership
of
all
of
the
shareholder's
shares
for
which
appraisal
rights
are
asserted
was
acquired
before
the
date
set
forth
in
the
appraisal
notice
sent
pursuant
to
section
30
-
29
-
1322
(b)(1),
Idaho
Code.
(b)
If
the
corporation
elected
to
withhold
payment
under
subsection
(a)
of
this
section,
it
shall,
within
thirty
(30)
days
after
the
form
required
by
section
30
-
29
-
1322
(b)(2)(ii),
Idaho
Code,
is
due,
notify
all
shareholders
who
are
described
in
subsection
(a)
of
this
section:
(1)
Of
the
information
required
by
section
30
-
29
-
1324
(b)(1),
Idaho
Code;
(2)
Of
the
corporation's
estimate
of
fair
value
pursuant
to
section
30
-
29
-
1324
(b)(2),
Idaho
Code;
(3)
That
they
may
accept
the
corporation's
estimate
of
fair
value,
plus
interest,
in
full
satisfaction
of
their
demands
or
demand
appraisal
un-
der
section
30
-
29
-
1326
,
Idaho
Code;
(4)
That
those
shareholders
who
wish
to
accept
such
offer
shall
so
notify
the
corporation
of
their
acceptance
of
the
corporation's
offer
within
thirty
(30)
days
after
receiving
the
offer;
and
(5)
That
those
shareholders
who
do
not
satisfy
the
requirements
for
de-
manding
appraisal
under
section
30
-
29
-
1326
,
Idaho
Code,
shall
be
deemed
to
have
accepted
the
corporation's
offer.
(c)
Within
ten
(10)
days
after
receiving
the
shareholder's
acceptance
pursuant
to
subsection
(b)(4)
of
this
section,
the
corporation
shall
pay
in
cash
the
amount
it
offered
under
subsection
(b)(2)
of
this
section
plus
in-
terest
to
each
shareholder
who
agreed
to
accept
the
corporation's
offer
in
full
satisfaction
of
the
shareholder's
demand.
(d)
Within
forty
(40)
days
after
delivering
the
notice
described
in
subsection
(b)
of
this
section,
the
corporation
shall
pay
in
cash
the
amount
it
offered
to
pay
under
subsection
(b)(2)
of
this
section
plus
interest
to
each
shareholder
described
in
subsection
(b)(5)
of
this
section.
[30
-
29
-
1325,
added
2015,
ch.
243,
sec.
68,
p.
954;
am.
2019,
ch.
90,
sec.
140,
p.
316.]
30
-
29
-
1326.
PROCEDURE
IF
SHAREHOLDER
DISSATISFIED
WITH
PAYMENT
OR
OF-
FER.
(a)
A
shareholder
paid
pursuant
to
section
30
-
29
-
1324
,
Idaho
Code,
who
is
dissatisfied
with
the
amount
of
the
payment
shall
notify
the
corporation
in
writing
of
that
shareholder's
estimate
of
the
fair
value
of
the
shares
and
demand
payment
of
that
estimate,
less
any
payment
under
section
30
-
29
-
1324
,
Idaho
Code,
plus
interest.
A
shareholder
offered
payment
under
sec-
tion
30
-
29
-
1325
,
Idaho
Code,
who
is
dissatisfied
with
that
offer
shall
re-

94
ject
the
offer
and
demand
payment
of
the
shareholder's
stated
estimate
of
the
fair
value
of
the
shares
plus
interest.
(b)
A
shareholder
who
fails
to
notify
the
corporation
in
writing
of
that
shareholder's
demand
to
be
paid
the
shareholder's
stated
estimate
of
the
fair
value
plus
interest
under
subsection
(a)
of
this
section
within
thirty
(30)
days
after
receiving
the
corporation's
payment
or
offer
of
payment
under
section
30
-
29
-
1324
or
30
-
29
-
1325
,
Idaho
Code,
respectively,
waives
the
right
to
demand
payment
under
this
section
and
shall
be
entitled
only
to
the
payment
made
or
offered
pursuant
to
those
respective
sections.
[30
-
29
-
1326,
added
2015,
ch.
243,
sec.
68,
p.
955;
am.
2019,
ch.
90,
sec.
141,
p.
317.]
30
-
29
-
1330.
COURT
ACTION.
(a)
If
a
shareholder
makes
demand
for
pay-
ment
under
section
30
-
29
-
1326
,
Idaho
Code,
that
remains
unsettled,
the
cor-
poration
shall
commence
a
proceeding
within
sixty
(60)
days
after
receiving
the
payment
demand
and
petition
the
court
to
determine
the
fair
value
of
the
shares
and
accrued
interest.
If
the
corporation
does
not
commence
the
pro-
ceeding
within
the
sixty
(60)
day
period,
it
shall
pay
in
cash
to
each
share-
holder
the
amount
the
shareholder
demanded
pursuant
to
section
30
-
29
-
1326
,
Idaho
Code,
plus
interest.
(b)
The
corporation
shall
commence
the
proceeding
in
the
appropriate
court
of
the
county
where
the
corporation's
principal
office
is
located,
or,
if
none
in
this
state,
Ada
county.
If
the
corporation
is
a
foreign
corpora-
tion,
it
shall
commence
the
proceeding
in
the
county
in
this
state
where
the
principal
office
of
the
domestic
corporation
merged
with
the
foreign
corpo-
ration
was
located
or,
if
the
domestic
corporation
did
not
have
its
principal
office
in
this
state
at
the
time
of
the
transaction,
in
Ada
county.
(c)
The
corporation
shall
make
all
shareholders,
regardless
of
whether
they
are
residents
of
this
state,
whose
demands
remain
unsettled
parties
to
the
proceeding,
as
in
an
action
against
their
shares,
and
all
parties
shall
be
served
with
a
copy
of
the
petition.
Nonresidents
may
be
served
by
regis-
tered
or
certified
mail
or
by
publication
as
provided
by
law.
(d)
The
jurisdiction
of
the
court
in
which
the
proceeding
is
commenced
under
subsection
(b)
of
this
section
is
plenary
and
exclusive.
The
court
may
appoint
one
(1)
or
more
persons
as
appraisers
to
receive
evidence
and
recom-
mend
a
decision
on
the
question
of
fair
value.
The
appraisers
shall
have
the
powers
described
in
the
order
appointing
them
or
in
any
amendment
to
it.
The
shareholders
demanding
appraisal
rights
are
entitled
to
the
same
discovery
rights
as
parties
in
other
civil
proceedings.
There
shall
be
no
right
to
a
jury
trial.
(e)
Each
shareholder
made
a
party
to
the
proceeding
is
entitled
to
judg-
ment:
(1)
For
the
amount,
if
any,
by
which
the
court
finds
the
fair
value
of
the
shareholder's
shares
exceeds
the
amount
paid
by
the
corporation
to
the
shareholder
for
such
shares,
plus
interest;
or
(2)
For
the
fair
value,
plus
interest,
of
the
shareholder's
shares
for
which
the
corporation
elected
to
withhold
payment
under
section
30
-
29
-
1325
,
Idaho
Code.
[30
-
29
-
1330,
added
2015,
ch.
243,
sec.
68,
p.
955;
am.
2019,
ch.
90,
sec.
142,
p.
317.]

95
30
-
29
-
1331.
COURT
COSTS
AND
EXPENSES.
(a)
The
court
in
an
appraisal
proceeding
commenced
under
section
30
-
29
-
1330
,
Idaho
Code,
shall
determine
all
court
costs
of
the
proceeding,
including
the
reasonable
compensation
and
expenses
of
appraisers
appointed
by
the
court.
The
court
shall
assess
the
court
costs
against
the
corporation,
except
that
the
court
may
assess
court
costs
against
all
or
some
of
the
shareholders
demanding
appraisal,
in
amounts
that
the
court
finds
equitable,
to
the
extent
the
court
finds
such
shareholders
acted
arbitrarily,
vexatiously,
or
not
in
good
faith
with
respect
to
the
rights
provided
by
this
part.
(b)
The
court
in
an
appraisal
proceeding
may
also
assess
the
expenses
of
the
respective
parties,
in
amounts
the
court
finds
equitable:
(1)
Against
the
corporation
and
in
favor
of
any
or
all
shareholders
de-
manding
appraisal
if
the
court
finds
the
corporation
did
not
substan-
tially
comply
with
the
requirements
of
section
30
-
29
-
1320
,
30
-
29
-
1322
,
30
-
29
-
1324
or
30
-
29
-
1325
,
Idaho
Code;
or
(2)
Against
either
the
corporation
or
a
shareholder
demanding
ap-
praisal,
in
favor
of
any
other
party,
if
the
court
finds
that
the
party
against
whom
expenses
are
assessed
acted
arbitrarily,
vexatiously,
or
not
in
good
faith
with
respect
to
the
rights
provided
by
this
part.
(c)
If
the
court
in
an
appraisal
proceeding
finds
that
the
expenses
in-
curred
by
any
shareholder
were
of
substantial
benefit
to
other
sharehold-
ers
similarly
situated
and
that
such
expenses
should
not
be
assessed
against
the
corporation,
the
court
may
direct
that
such
expenses
be
paid
out
of
the
amounts
awarded
the
shareholders
who
were
benefited.
(d)
To
the
extent
the
corporation
fails
to
make
a
required
payment
pursuant
to
section
30
-
29
-
1324
,
30
-
29
-
1325
or
30
-
29
-
1326
,
Idaho
Code,
the
shareholder
may
sue
directly
for
the
amount
owed
and,
to
the
extent
successful,
shall
be
entitled
to
recover
from
the
corporation
all
expenses
of
the
suit.
[30
-
29
-
1331,
added
2015,
ch.
243,
sec.
68,
p.
956;
am.
2019,
ch.
90,
sec.
143,
p.
318.]
30
-
29
-
1340.
OTHER
REMEDIES
LIMITED.
(a)
The
legality
of
a
proposed
or
completed
corporate
action
described
in
section
30
-
29
-
1302
(a),
Idaho
Code,
may
not
be
contested,
nor
may
the
corporate
action
be
enjoined,
set
aside,
or
rescinded,
in
a
legal
or
equitable
proceeding
by
a
shareholder
after
the
shareholders
have
approved
the
corporate
action.
(b)
Subsection
(a)
of
this
section
does
not
apply
to
a
corporate
action
that:
(1)
Was
not
authorized
and
approved
in
accordance
with
the
applicable
provisions
of:
(i)
Part
9,
10,
11,
or
12
of
this
chapter;
(ii)
The
articles
of
incorporation
or
bylaws;
or
(iii)
The
resolution
of
the
board
of
directors
authorizing
the
corporate
action;
(2)
Was
procured
as
a
result
of
fraud,
a
material
misrepresentation,
or
an
omission
of
a
material
fact
necessary
to
make
statements
made,
in
light
of
the
circumstances
in
which
they
were
made,
not
misleading;
(3)
Is
an
interested
transaction,
unless
it
has
been
recommended
by
the
board
of
directors
in
the
same
manner
as
is
provided
in
section
30
-
29
-
862
,
Idaho
Code,
and
has
been
approved
by
the
shareholders
in
the
same
manner
as
is
provided
in
section
30
-
29
-
863
,
Idaho
Code,
as
if
the
inter-

96
ested
transaction
were
a
director's
conflicting
interest
transaction;
or
(4)
Is
approved
by
less
than
unanimous
consent
of
the
voting
sharehold-
ers
pursuant
to
section
30
-
29
-
704
,
Idaho
Code,
if:
(i)
The
challenge
to
the
corporate
action
is
brought
by
a
share-
holder
who
did
not
consent
and
as
to
whom
notice
of
the
approval
of
the
corporate
action
was
not
effective
at
least
ten
(10)
days
be-
fore
the
corporate
action
was
effected;
and
(ii)
The
proceeding
challenging
the
corporate
action
is
commenced
within
ten
(10)
days
after
notice
of
the
approval
of
the
corporate
action
is
effective
as
to
the
shareholder
bringing
the
proceeding.
[30
-
29
-
1340,
added
2019,
ch.
90,
sec.
144,
p.
319.]
PART
14
DISSOLUTION
30
-
29
-
1401.
DISSOLUTION
BY
INCORPORATORS
OR
INITIAL
DIRECTORS.
A
ma-
jority
of
the
incorporators
or
initial
directors
of
a
corporation
that
has
not
issued
shares
or
has
not
commenced
business
may
dissolve
the
corporation
by
delivering
to
the
secretary
of
state
for
filing
articles
of
dissolution
that
set
forth:
(a)
The
name
of
the
corporation;
(b)
The
date
of
its
incorporation;
(c)
Either:
(1)
That
none
of
the
corporation's
shares
has
been
issued;
or
(2)
That
the
corporation
has
not
commenced
business;
(d)
That
no
debt
of
the
corporation
remains
unpaid;
(e)
That
the
net
assets
of
the
corporation
remaining
after
winding
up
have
been
distributed
to
the
shareholders,
if
shares
were
issued;
and
(f)
That
a
majority
of
the
incorporators
or
initial
directors
autho-
rized
the
dissolution.
[30
-
29
-
1401,
added
2015,
ch.
243,
sec.
69,
p.
956;
am.
2019,
ch.
90,
sec.
145,
p.
319.]
30
-
29
-
1402.
DISSOLUTION
BY
BOARD
OF
DIRECTORS
AND
SHAREHOLDERS.
(a)
The
board
of
directors
may
propose
dissolution
for
submission
to
the
share-
holders
by
first
adopting
a
resolution
authorizing
the
dissolution.
(b)
For
a
proposal
to
dissolve
to
be
adopted,
the
proposal
to
dissolve
shall
then
be
approved
by
the
shareholders.
In
submitting
the
proposal
to
dissolve
to
the
shareholders
for
approval,
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
dissolution,
unless
either
the
board
of
directors
determines
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
make
no
recommendation
or
section
30
-
29
-
826
,
Idaho
Code,
applies.
In
either
case,
the
board
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
(c)
The
board
of
directors
may
set
conditions
for
the
approval
of
the
proposal
for
dissolution
by
shareholders
or
the
effectiveness
of
the
disso-
lution.
(d)
If
the
approval
of
the
shareholders
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
dissolution
is
to
be
sub-

97
mitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
(1)
of
the
purposes,
of
the
meeting
is
to
consider
dissolving
the
corporation.
(e)
Unless
the
articles
of
incorporation
or
the
board
of
directors,
acting
pursuant
to
subsection
(c)
of
this
section,
require
a
greater
vote,
a
greater
quorum,
or
a
vote
by
voting
groups,
adoption
of
the
proposal
to
dissolve
shall
require
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
proposal
to
dissolve.
[30
-
29
-
1402,
added
2015,
ch.
243,
sec.
69,
p.
957;
am.
2019,
ch.
90,
sec.
146,
p.
320.]
30
-
29
-
1403.
ARTICLES
OF
DISSOLUTION.
(a)
At
any
time
after
dissolution
is
authorized,
the
corporation
may
dissolve
by
delivering
to
the
secretary
of
state
for
filing
articles
of
dissolution
setting
forth:
(1)
The
name
of
the
corporation;
(2)
The
date
that
dissolution
was
authorized;
and
(3)
If
dissolution
was
approved
by
the
shareholders,
a
statement
that
the
proposal
to
dissolve
was
duly
approved
by
the
shareholders
in
the
manner
required
by
this
chapter
and
by
the
articles
of
incorporation.
(b)
The
articles
of
dissolution
shall
take
effect
at
the
effective
date
determined
in
accordance
with
section
30
-
29
-
123
,
Idaho
Code.
A
corporation
is
dissolved
upon
the
effective
date
of
its
articles
of
dissolution.
(c)
For
purposes
of
sections
30
-
29
-
1401
through
30
-
29
-
1409
,
Idaho
Code,
"dissolved
corporation"
means
a
corporation
whose
articles
of
dis-
solution
have
become
effective
and
includes
a
successor
entity
to
which
the
remaining
assets
of
the
corporation
are
transferred
subject
to
its
liabilities
for
purposes
of
liquidation.
[30
-
29
-
1403,
added
2015,
ch.
243,
sec.
69,
p.
957;
am.
2019,
ch.
90,
sec.
147,
p.
320.]
30
-
29
-
1404.
REVOCATION
OF
DISSOLUTION.
(a)
A
corporation
may
revoke
its
dissolution
within
one
hundred
twenty
(120)
days
after
its
effective
date.
(b)
Revocation
of
dissolution
shall
be
authorized
in
the
same
manner
as
the
dissolution
was
authorized
unless
that
authorization
permitted
revoca-
tion
by
action
of
the
board
of
directors
alone,
in
which
event
the
board
of
directors
may
revoke
the
dissolution
without
shareholder
action.
(c)
After
the
revocation
of
dissolution
is
authorized,
the
corporation
may
revoke
the
dissolution
by
delivering
to
the
secretary
of
state
for
filing
articles
of
revocation
of
dissolution,
together
with
a
copy
of
its
articles
of
dissolution,
that
set
forth:
(1)
The
name
of
the
corporation;
(2)
The
effective
date
of
the
dissolution
that
was
revoked;
(3)
The
date
that
the
revocation
of
dissolution
was
authorized;
(4)
If
the
corporation's
board
of
directors
or
incorporators
revoked
the
dissolution,
a
statement
to
that
effect;
(5)
If
the
corporation's
board
of
directors
revoked
a
dissolution
as
authorized
by
the
shareholders,
a
statement
that
revocation
was
permit-
ted
by
action
by
the
board
of
directors
alone
pursuant
to
that
autho-
rization;
and
(6)
If
shareholder
action
was
required
to
revoke
the
dissolution,
a
statement
that
the
revocation
was
duly
approved
by
the
shareholders
in

98
the
manner
required
by
this
chapter
and
by
the
articles
of
incorpora-
tion.
(d)
The
articles
of
revocation
of
dissolution
shall
take
effect
at
the
effective
date
determined
in
accordance
with
section
30
-
29
-
123
,
Idaho
Code.
(e)
Revocation
of
dissolution
is
effective
upon
the
effective
date
of
the
articles
of
revocation
of
dissolution.
(f)
When
the
revocation
of
dissolution
is
effective,
it
relates
back
to
and
takes
effect
as
of
the
effective
date
of
the
dissolution
and
the
corpora-
tion
resumes
carrying
on
its
business
as
if
dissolution
had
never
occurred.
[30
-
29
-
1404,
added
2015,
ch.
243,
sec.
69,
p.
957;
am.
2019,
ch.
90,
sec.
148,
p.
321.]
30
-
29
-
1405.
EFFECT
OF
DISSOLUTION.
(a)
A
corporation
that
has
dis-
solved
continues
its
corporate
existence,
but
the
dissolved
corporation
may
not
carry
on
any
business
except
that
appropriate
to
wind
up
and
liquidate
its
business
and
affairs,
including:
(1)
Collecting
its
assets;
(2)
Disposing
of
its
properties
that
will
not
be
distributed
in
kind
to
its
shareholders;
(3)
Discharging
or
making
provision
for
discharging
its
liabilities;
(4)
Making
distributions
of
its
remaining
assets
among
its
sharehold-
ers
according
to
their
interests;
and
(5)
Doing
every
other
act
necessary
to
wind
up
and
liquidate
its
busi-
ness
and
affairs.
(b)
Dissolution
of
a
corporation
does
not:
(1)
Transfer
title
to
the
corporation's
property;
(2)
Prevent
transfer
of
its
shares
or
securities;
(3)
Subject
its
directors
or
officers
to
standards
of
conduct
different
from
those
prescribed
in
part
8
of
this
chapter;
(4)
Change
quorum
or
voting
requirements
for
its
board
of
directors
or
shareholders;
change
provisions
for
selection,
resignation,
or
removal
of
its
directors
or
officers
or
both;
or
change
provisions
for
amending
its
bylaws;
(5)
Prevent
commencement
of
a
proceeding
by
or
against
the
corporation
in
its
corporate
name;
(6)
Abate
or
suspend
a
proceeding
pending
by
or
against
the
corporation
on
the
effective
date
of
dissolution;
or
(7)
Terminate
the
authority
of
the
registered
agent
of
the
corporation.
(c)
A
distribution
in
liquidation
under
this
section
may
only
be
made
by
a
dissolved
corporation.
For
purposes
of
determining
the
shareholders
en-
titled
to
receive
a
distribution
in
liquidation,
the
board
of
directors
may
fix
a
record
date
for
determining
shareholders
entitled
to
a
distribution
in
liquidation,
which
date
may
not
be
retroactive.
If
the
board
of
directors
does
not
fix
a
record
date
for
determining
shareholders
entitled
to
a
dis-
tribution
in
liquidation,
the
record
date
is
the
date
the
board
of
directors
authorizes
the
distribution
in
liquidation.
[30
-
29
-
1405,
added
2015,
ch.
243,
sec.
69,
p.
958;
am.
2019,
ch.
90,
sec.
149,
p.
321.]
30
-
29
-
1406.
KNOWN
CLAIMS
AGAINST
DISSOLVED
CORPORATION.
(a)
A
dis-
solved
corporation
may
dispose
of
the
known
claims
against
it
by
notifying

99
its
known
claimants
in
writing
of
the
dissolution
at
any
time
after
its
effective
date.
(b)
The
written
notice
must:
(1)
Describe
information
that
must
be
included
in
a
claim;
(2)
Provide
a
mailing
address
where
a
claim
may
be
sent;
(3)
State
the
deadline,
which
may
not
be
fewer
than
one
hundred
twenty
(120)
days
after
the
written
notice
is
effective,
by
which
the
dissolved
corporation
shall
receive
the
claim;
and
(4)
State
that
the
claim
will
be
barred
if
not
received
by
the
deadline.
(c)
A
claim
against
the
dissolved
corporation
is
barred:
(1)
If
a
claimant
who
was
given
written
notice
under
subsection
(b)
of
this
section
does
not
deliver
the
claim
to
the
dissolved
corporation
by
the
deadline;
or
(2)
If
a
claimant
whose
claim
was
rejected
by
the
dissolved
corporation
does
not
commence
a
proceeding
to
enforce
the
claim
within
ninety
(90)
days
after
the
rejection
notice
is
effective.
(d)
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.
[30
-
29
-
1406,
added
2015,
ch.
243,
sec.
69,
p.
958;
am.
2019,
ch.
90,
sec.
150,
p.
322.]
30
-
29
-
1407.
OTHER
CLAIMS
AGAINST
DISSOLVED
CORPORATION.
(a)
A
dis-
solved
corporation
may
publish
notice
of
its
dissolution
and
request
that
persons
with
claims
against
the
dissolved
corporation
present
them
in
accordance
with
the
notice.
(b)
The
notice
must:
(1)
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,
or
be
posted
conspicu-
ously
for
at
least
thirty
(30)
days
on
the
dissolved
corporation's
web-
site;
(2)
Describe
the
information
that
must
be
included
in
a
claim
and
pro-
vide
a
mailing
address
where
the
claim
may
be
sent;
and
(3)
State
that
a
claim
against
the
dissolved
corporation
will
be
barred
unless
a
proceeding
to
enforce
the
claim
is
commenced
within
two
(2)
years
after
the
publication
of
the
notice.
(c)
If
the
dissolved
corporation
publishes
a
notice
in
accordance
with
subsection
(b)
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
three
(3)
years
after
the
publica-
tion
date
of
the
notice:
(1)
A
claimant
who
was
not
given
written
notice
under
section
30
-
29
-
1406
,
Idaho
Code;
(2)
A
claimant
whose
claim
was
timely
sent
to
the
dissolved
corporation
but
not
acted
on
by
the
corporation;
and
(3)
A
claimant
whose
claim
is
contingent
or
based
on
an
event
occurring
after
the
effective
date
of
dissolution.
(d)
A
claim
that
is
not
barred
by
section
30
-
29
-
1406
(c),
Idaho
Code,
or
subsection
(c)
of
this
section
may
be
enforced:
(1)
Against
the
dissolved
corporation,
to
the
extent
of
its
undis-
tributed
assets;
or

100
(2)
Except
as
provided
in
section
30
-
29
-
1408
(d),
Idaho
Code,
if
the
as-
sets
have
been
distributed
in
liquidation,
against
a
shareholder
of
the
dissolved
corporation
to
the
extent
of
the
shareholder's
pro
rata
share
of
the
claim
or
the
corporate
assets
distributed
to
the
shareholder
in
liquidation,
whichever
is
less,
but
a
shareholder's
total
liability
for
all
claims
under
this
section
may
not
exceed
the
total
amount
of
assets
distributed
to
the
shareholder.
[30
-
29
-
1407,
added
2015,
ch.
243,
sec.
69,
p.
959;
am.
2019,
ch.
90,
sec.
151,
p.
322.]
30
-
29
-
1408.
COURT
PROCEEDINGS.
(a)
A
dissolved
corporation
that
has
published
a
notice
under
section
30
-
29
-
1407
,
Idaho
Code,
may
file
an
application
with
the
district
court
of
the
county
where
the
dissolved
corporation's
principal
office
is
located,
or,
if
none
in
this
state,
Ada
county,
for
a
determination
of
the
amount
and
form
of
security
to
be
provided
for
payment
of
claims
that
are
contingent
or
have
not
been
made
known
to
the
dissolved
corporation
or
that
are
based
on
an
event
occurring
after
the
effective
date
of
dissolution
but
that,
based
on
the
facts
known
to
the
dissolved
corporation,
are
reasonably
estimated
to
arise
after
the
effective
date
of
dissolution.
Provision
need
not
be
made
for
any
claim
that
is
or
is
reasonably
anticipated
to
be
barred
under
section
30
-
29
-
1407
(c),
Idaho
Code.
(b)
Within
ten
(10)
days
after
the
filing
of
the
application,
notice
of
the
proceeding
shall
be
given
by
the
dissolved
corporation
to
each
claimant
holding
a
contingent
claim
whose
contingent
claim
is
shown
on
the
records
of
the
dissolved
corporation.
(c)
The
court
may
appoint
a
guardian
ad
litem
to
represent
all
claimants
whose
identities
are
unknown
in
any
proceeding
brought
under
this
section.
The
reasonable
fees
and
expenses
of
such
guardian,
including
all
reasonable
expert
witness
fees,
shall
be
paid
by
the
dissolved
corporation.
(d)
Provision
by
the
dissolved
corporation
for
security
in
the
amount
and
the
form
ordered
by
the
court
under
subsection
(a)
of
this
section
shall
satisfy
the
dissolved
corporation's
obligations
with
respect
to
claims
that
are
contingent,
have
not
been
made
known
to
the
dissolved
corporation
or
are
based
on
an
event
occurring
after
the
effective
date
of
dissolution,
and
such
claims
may
not
be
enforced
against
a
shareholder
who
received
assets
in
liq-
uidation.
[30
-
29
-
1408,
added
2015,
ch.
243,
sec.
69,
p.
959;
am.
2019,
ch.
90,
sec.
152,
p.
323.]
30
-
29
-
1409.
DIRECTOR
DUTIES.
(a)
Directors
shall
cause
the
dissolved
corporation
to
discharge
or
make
reasonable
provision
for
the
payment
of
claims
and
make
distributions
in
liquidation
of
assets
to
shareholders
after
payment
or
provision
for
claims.
(b)
Directors
of
a
dissolved
corporation
that
has
disposed
of
claims
under
section
30
-
29
-
1406
,
30
-
29
-
1407
,
or
30
-
29
-
1408
,
Idaho
Code,
shall
not
be
liable
for
breach
of
subsection
(a)
of
this
section,
with
respect
to
claims
against
the
dissolved
corporation
that
are
barred
or
satisfied
under
section
30
-
29
-
1406
,
30
-
29
-
1407
,
or
30
-
29
-
1408
,
Idaho
Code.
[30
-
29
-
1409,
added
2015,
ch.
243,
sec.
69,
p.
960;
am.
2019,
ch.
90,
sec.
153,
p.
324.]

101
30
-
29
-
1430.
GROUNDS
FOR
JUDICIAL
DISSOLUTION.
(a)
The
Idaho
district
court
designated
in
section
30
-
29
-
1431
(a),
Idaho
Code,
may
dissolve
a
corpo-
ration:
(1)
In
a
proceeding
by
the
attorney
general
if
it
is
established
that:
(i)
The
corporation
obtained
its
articles
of
incorporation
through
fraud;
or
(ii)
The
corporation
has
continued
to
exceed
or
abuse
the
author-
ity
conferred
upon
it
by
law;
(2)
In
a
proceeding
by
a
shareholder
if
it
is
established
that:
(i)
The
directors
are
deadlocked
in
the
management
of
the
corpo-
rate
affairs,
the
shareholders
are
unable
to
break
the
deadlock,
and
irreparable
injury
to
the
corporation
is
threatened
or
being
suffered,
or
the
business
and
affairs
of
the
corporation
can
no
longer
be
conducted
to
the
advantage
of
the
shareholders
gener-
ally,
because
of
the
deadlock;
(ii)
The
directors
or
those
in
control
of
the
corporation
have
acted,
are
acting,
or
will
act
in
a
manner
that
is
illegal,
oppres-
sive,
or
fraudulent;
(iii)
The
shareholders
are
deadlocked
in
voting
power
and
have
failed,
for
a
period
that
includes
at
least
two
(2)
consecutive
annual
meeting
dates
to
elect
successors
to
directors
whose
terms
have
expired;
or
(iv)
The
corporate
assets
are
being
misapplied
or
wasted;
(3)
In
a
proceeding
by
a
creditor
if
it
is
established
that:
(i)
The
creditor's
claim
has
been
reduced
to
judgment,
the
execu-
tion
on
the
judgment
returned
unsatisfied,
and
the
corporation
is
insolvent;
or
(ii)
The
corporation
has
admitted
in
writing
that
the
creditor's
claim
is
due
and
owing
and
the
corporation
is
insolvent;
(4)
In
a
proceeding
by
the
corporation
to
have
its
voluntary
dissolu-
tion
continued
under
court
supervision;
or
(5)
In
a
proceeding
by
a
shareholder
if
the
corporation
has
abandoned
its
business
and
has
failed
within
a
reasonable
time
to
liquidate
and
distribute
its
assets
and
dissolve.
(b)
The
provisions
of
subsection
(a)(2)
of
this
section
shall
not
apply
in
the
case
of
a
corporation
that,
on
the
date
of
the
filing
of
the
proceed-
ing,
has
a
class
or
series
of
shares
that
is:
(1)
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
the
securi-
ties
act
of
1933;
or
(2)
Not
a
covered
security,
but
is
held
by
at
least
three
hundred
(300)
shareholders
and
the
shares
outstanding
have
a
market
value
of
at
least
twenty
million
dollars
($20,000,000),
exclusive
of
the
value
of
such
shares
held
by
the
corporation's
subsidiaries,
senior
executives,
di-
rectors,
and
beneficial
shareholders
and
voting
trust
beneficial
own-
ers
owning
more
than
ten
percent
(10%)
of
such
shares.
(c)
As
used
in
subsection
(a)
of
this
section,
"shareholder"
means
a
record
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner;
and
in
subsection
(b)
of
this
section,
"shareholder"
means
a
record
shareholder,
a
beneficial
shareholder,
and
a
voting
trust
beneficial
owner.
[30
-
29
-
1430,
added
2015,
ch.
243,
sec.
69,
p.
960;
am.
2019,
ch.
90,
sec.
154,
p.
324.]

102
30
-
29
-
1431.
PROCEDURE
FOR
JUDICIAL
DISSOLUTION.
(a)
Venue
for
a
pro-
ceeding
by
the
attorney
general
to
dissolve
a
corporation
lies
in
Ada
county.
Venue
for
a
proceeding
brought
by
any
other
party
named
in
section
30
-
29
-
1430
(a),
Idaho
Code,
lies
in
the
county
where
a
corporation's
principal
of-
fice
is
or
was
located
or,
if
none
in
this
state,
in
Ada
county.
(b)
It
is
not
necessary
to
make
shareholders
parties
to
a
proceeding
to
dissolve
a
corporation
unless
relief
is
sought
against
them
individually.
(c)
A
court
in
a
proceeding
brought
to
dissolve
a
corporation
may
issue
injunctions,
appoint
a
receiver
or
custodian
during
the
proceeding
with
all
powers
and
duties
the
court
directs,
take
other
action
required
to
preserve
the
corporate
assets
wherever
located,
and
carry
on
the
business
of
the
cor-
poration
until
a
full
hearing
can
be
held.
(d)
Within
ten
(10)
days
of
the
commencement
of
a
proceeding
to
dissolve
a
corporation
under
section
30
-
29
-
1430
(a)(2),
Idaho
Code,
the
corporation
shall
deliver
to
all
shareholders,
other
than
the
petitioner,
a
notice
stating
that
the
shareholders
are
entitled
to
avoid
the
dissolution
of
the
corporation
by
electing
to
purchase
the
petitioner's
shares
under
section
30
-
29
-
1434
,
Idaho
Code,
and
accompanied
by
a
copy
of
section
30
-
29
-
1434
,
Idaho
Code.
[30
-
29
-
1431,
added
2015,
ch.
243,
sec.
69,
p.
960;
am.
2019,
ch.
90,
sec.
155,
p.
325.]
30
-
29
-
1432.
RECEIVERSHIP
OR
CUSTODIANSHIP.
(a)
Unless
an
election
to
purchase
has
been
filed
under
section
30
-
29
-
1434
,
Idaho
Code,
a
court
in
a
judicial
proceeding
brought
to
dissolve
a
corporation
may
appoint
one
(1)
or
more
receivers
to
wind
up
and
liquidate,
or
one
(1)
or
more
custodians
to
manage,
the
business
and
affairs
of
the
corporation.
The
court
shall
hold
a
hearing,
after
notifying
all
parties
to
the
proceeding
and
any
interested
persons
designated
by
the
court,
before
appointing
a
receiver
or
custodian.
The
court
appointing
a
receiver
or
custodian
has
jurisdiction
over
the
cor-
poration
and
all
of
its
property,
wherever
located.
(b)
The
court
may
appoint
an
individual
or
a
domestic
or
foreign
cor-
poration
or
eligible
entity
as
a
receiver
or
custodian,
which,
if
a
foreign
corporation
or
foreign
eligible
entity,
must
be
registered
to
do
business
in
this
state.
The
court
may
require
the
receiver
or
custodian
to
post
bond,
with
or
without
sureties,
in
an
amount
the
court
directs.
(c)
The
court
shall
describe
the
powers
and
duties
of
the
receiver
or
custodian
in
its
appointing
order,
which
may
be
amended
from
time
to
time.
Among
other
powers:
(1)
The
receiver:
(i)
May
dispose
of
all
or
any
part
of
the
assets
of
the
corpora-
tion,
wherever
located,
at
a
public
or
private
sale;
and
(ii)
May
sue
and
defend
in
the
receiver's
own
name
as
receiver
of
the
corporation
in
all
courts
of
this
state;
(2)
The
custodian
may
exercise
all
of
the
powers
of
the
corporation,
through
or
in
place
of
its
board
of
directors,
to
the
extent
necessary
to
manage
the
affairs
of
the
corporation
in
the
best
interests
of
its
shareholders
and
creditors;
The
receiver
or
custodian
shall
have
such
other
powers
and
duties
as
the
court
may
provide
in
the
appointing
order,
which
may
be
amended
from
time
to
time.

103
(d)
The
court
during
a
receivership,
may
redesignate
the
receiver
a
custodian,
and
during
a
custodianship
may
redesignate
the
custodian
a
receiver.
(e)
The
court
from
time
to
time
during
the
receivership
or
custodian-
ship
may
order
compensation
paid
and
expenses
paid
or
reimbursed
to
the
re-
ceiver
or
custodian
and
his
counsel
from
the
assets
of
the
corporation
or
proceeds
from
the
sale
of
the
assets.
[30
-
29
-
1432,
added
2015,
ch.
243,
sec.
69,
p.
961;
am.
2019,
ch.
90,
sec.
156,
p.
325.]
30
-
29
-
1433.
DECREE
OF
DISSOLUTION.
(a)
If
after
a
hearing
the
court
de-
termines
that
one
(1)
or
more
grounds
for
judicial
dissolution
described
in
section
30
-
29
-
1430
,
Idaho
Code,
exist,
it
may
enter
a
decree
dissolving
the
corporation
and
specifying
the
effective
date
of
the
dissolution,
and
the
clerk
of
the
court
shall
deliver
a
certified
copy
of
the
decree
to
the
secre-
tary
of
state
for
filing.
(b)
After
entering
the
decree
of
dissolution,
the
court
shall
direct
the
winding
up
and
liquidation
of
the
corporation's
business
and
affairs
in
accordance
with
section
30
-
29
-
1405
,
Idaho
Code,
and
the
notification
of
claimants
in
accordance
with
sections
30
-
29
-
1406
and
30
-
29
-
1407
,
Idaho
Code.
[30
-
29
-
1433,
added
2015,
ch.
243,
sec.
69,
p.
961;
am.
2019,
ch.
90,
sec.
157,
p.
326.]
30
-
29
-
1434.
ELECTION
TO
PURCHASE
IN
LIEU
OF
DISSOLUTION.
(a)
In
a
proceeding
under
section
30
-
29
-
1430
(a)(2),
Idaho
Code,
to
dissolve
a
corporation,
the
corporation
may
elect
or,
if
it
fails
to
elect,
one
(1)
or
more
shareholders
may
elect
to
purchase
all
shares
owned
by
the
petitioning
shareholder
at
the
fair
value
of
the
shares.
An
election
pursuant
to
this
section
shall
be
irrevocable
unless
the
court
determines
that
it
is
equi-
table
to
set
aside
or
modify
the
election.
(b)
An
election
to
purchase
pursuant
to
this
section
may
be
filed
with
the
court
at
any
time
within
ninety
(90)
days
after
the
filing
of
the
peti-
tion
under
section
30
-
29
-
1430
(a)(2),
Idaho
Code,
or
at
such
later
time
as
the
court
in
its
discretion
may
allow.
If
the
election
to
purchase
is
filed
by
one
(1)
or
more
shareholders,
the
corporation
shall,
within
ten
(10)
days
thereafter,
give
written
notice
to
all
shareholders,
other
than
the
peti-
tioner.
The
notice
must
state
the
name
and
number
of
shares
owned
by
the
petitioner
and
the
name
and
number
of
shares
owned
by
each
electing
share-
holder
and
must
advise
the
recipients
of
their
right
to
join
in
the
elec-
tion
to
purchase
shares
in
accordance
with
this
section.
Shareholders
who
wish
to
participate
shall
file
notice
of
their
intention
to
join
in
the
pur-
chase
no
later
than
thirty
(30)
days
after
the
effectiveness
of
the
notice
to
them.
All
shareholders
who
have
filed
an
election
or
notice
of
their
in-
tention
to
participate
in
the
election
to
purchase
thereby
become
parties
to
the
proceeding
and
shall
participate
in
the
purchase
in
proportion
to
their
ownership
of
shares
as
of
the
date
the
first
election
was
filed,
unless
they
otherwise
agree
or
the
court
otherwise
directs.
After
an
election
has
been
filed
by
the
corporation
or
one
(1)
or
more
shareholders,
the
proceeding
un-
der
section
30
-
29
-
1430
(a)(2),
Idaho
Code,
may
not
be
discontinued
or
set-
tled,
nor
may
the
petitioning
shareholder
sell
or
otherwise
dispose
of
his
or
her
shares,
unless
the
court
determines
that
it
would
be
equitable
to
the

104
corporation
and
the
shareholders,
other
than
the
petitioner,
to
permit
such
discontinuance,
settlement,
sale,
or
other
disposition.
(c)
If,
within
sixty
(60)
days
of
the
filing
of
the
first
election,
the
parties
reach
agreement
as
to
the
fair
value
and
terms
of
purchase
of
the
pe-
titioner's
shares,
the
court
shall
enter
an
order
directing
the
purchase
of
the
petitioner's
shares
upon
the
terms
and
conditions
agreed
to
by
the
par-
ties.
(d)
If
the
parties
are
unable
to
reach
an
agreement
as
provided
for
in
subsection
(c)
of
this
section,
the
court,
upon
application
of
any
party,
shall
stay
the
proceedings
under
section
30
-
29
-
1430
(a)(2),
Idaho
Code,
and
determine
the
fair
value
of
the
petitioner's
shares
as
of
the
day
before
the
date
on
which
the
petition
under
section
30
-
29
-
1430
(a)(2),
Idaho
Code,
was
filed
or
as
of
such
other
date
as
the
court
deems
appropriate
under
the
cir-
cumstances.
(e)
Upon
determining
the
fair
value
of
the
shares,
the
court
shall
enter
an
order
directing
the
purchase
upon
such
terms
and
conditions
as
the
court
deems
appropriate,
which
may
include
payment
of
the
purchase
price
in
installments,
where
necessary
in
the
interests
of
equity,
provision
for
security
to
assure
payment
of
the
purchase
price
and
any
additional
expenses
as
may
have
been
awarded,
and,
if
the
shares
are
to
be
purchased
by
shareholders,
the
allocation
of
shares
among
them.
In
allocating
the
petitioner's
shares
among
holders
of
different
classes
or
series
of
shares,
the
court
should
attempt
to
preserve
the
existing
distribution
of
voting
rights
among
holders
of
different
classes
or
series
insofar
as
practicable
and
may
direct
that
holders
of
a
specific
class
or
classes
or
series
shall
not
participate
in
the
purchase.
Interest
may
be
allowed
at
the
rate
and
from
the
date
determined
by
the
court
to
be
equitable,
but
if
the
court
finds
that
the
refusal
of
the
petitioning
shareholder
to
accept
an
offer
of
payment
was
arbitrary
or
otherwise
not
in
good
faith,
no
interest
shall
be
allowed.
If
the
court
finds
that
the
petitioning
shareholder
had
probable
grounds
for
relief
under
section
30
-
29
-
1430
(a)(2)(ii)
or
(iv),
Idaho
Code,
it
may
award
expenses
to
the
petitioning
shareholder.
(f)
Upon
entry
of
an
order
under
subsection
(c)
or
(e)
of
this
section,
the
court
shall
dismiss
the
petition
to
dissolve
the
corporation
under
sec-
tion
30
-
29
-
1430
(a)(2),
Idaho
Code,
and
the
petitioning
shareholder
shall
no
longer
have
any
rights
or
status
as
a
shareholder
of
the
corporation,
except
the
right
to
receive
the
amounts
awarded
by
the
order
of
the
court
that
shall
be
enforceable
in
the
same
manner
as
any
other
judgment.
(g)
The
purchase
ordered
pursuant
to
subsection
(e)
of
this
section
shall
be
made
within
ten
(10)
days
after
the
date
the
order
becomes
final.
(h)
Any
payment
by
the
corporation
pursuant
to
an
order
under
subsec-
tion
(c)
or
(e)
of
this
section,
other
than
an
award
of
expenses
pursuant
to
subsection
(e)
of
this
section,
is
subject
to
the
provisions
of
section
30
-
29
-
640
,
Idaho
Code.
[30
-
29
-
1434,
added
2015,
ch.
243,
sec.
69,
p.
962;
am.
2019,
ch.
90,
sec.
158,
p.
326.]
30
-
29
-
1440.
DEPOSIT
WITH
STATE
TREASURER.
Assets
of
a
dissolved
corpo-
ration
that
should
be
transferred
to
a
creditor,
claimant
or
shareholder
of
the
corporation
who
cannot
be
found
or
who
is
not
competent
to
receive
them
shall
be
reduced
to
cash
and
deposited
with
the
state.
[30
-
29
-
1440,
added
2015,
ch.
243,
sec.
69,
p.
963.]

105
PART
16
RECORDS
AND
REPORTS
30
-
29
-
1601.
CORPORATE
RECORDS.
(a)
A
corporation
shall
maintain
the
following
records:
(1)
Its
articles
of
incorporation
as
currently
in
effect;
(2)
Any
notices
to
shareholders
referred
to
in
section
30
-
29
-
120
(d)(5),
Idaho
Code,
specifying
facts
on
which
a
filed
document
is
de-
pendent
if
those
facts
are
not
included
in
the
articles
of
incorporation
or
otherwise
available
as
specified
in
section
30
-
29
-
120
(d)(5),
Idaho
Code;
(3)
Its
bylaws
currently
in
effect;
(4)
All
written
communications
within
the
past
three
(3)
years
to
shareholders
generally;
(5)
Minutes
of
all
meetings
of,
and
records
of
all
actions
taken
without
a
meeting
by,
its
shareholders,
its
board
of
directors,
and
board
com-
mittees
established
under
section
30
-
29
-
825
,
Idaho
Code;
(6)
A
list
of
the
names
and
business
addresses
of
its
current
directors
and
officers;
and
(7)
Its
most
recent
annual
report
delivered
to
the
secretary
of
state
pursuant
to
section
30
-
21
-
213
,
Idaho
Code.
(b)
A
corporation
shall
maintain
all
annual
financial
statements
prepared
for
the
corporation
for
its
last
three
(3)
fiscal
years,
or
such
shorter
period
of
existence,
and
any
audit
or
other
reports
with
respect
to
such
financial
statements.
(c)
A
corporation
shall
maintain
accounting
records
in
a
form
that
per-
mits
preparation
of
its
financial
statements.
(d)
A
corporation
shall
maintain
a
record
of
its
current
shareholders
in
alphabetical
order
by
class
or
series
of
shares
showing
the
number
and
class
or
series
of
shares
held
by
each
shareholder.
Nothing
contained
in
this
subsection
shall
require
the
corporation
to
include
in
such
record
the
electronic
mail
address
or
other
electronic
contact
information
of
a
share-
holder.
(e)
A
corporation
shall
maintain
the
records
specified
in
this
section
in
a
manner
so
that
they
may
be
made
available
for
inspection
within
a
reason-
able
time.
[30
-
29
-
1601,
added
2015,
ch.
243,
sec.
71,
p.
963;
am.
2017,
ch.
58,
sec.
12,
p.
108;
am.
2019,
ch.
90,
sec.
159,
p.
328.]
30
-
29
-
1602.
INSPECTION
RIGHTS
OF
SHAREHOLDERS.
(a)
A
shareholder
of
a
corporation
is
entitled
to
inspect
and
copy,
during
regular
business
hours
at
the
corporation's
principal
office,
any
of
the
records
of
the
corporation
described
in
section
30
-
29
-
1601
(a),
Idaho
Code,
excluding
minutes
of
meetings
of,
and
records
of
actions
taken
without
a
meeting
by,
the
corporation's
board
of
directors
and
board
committees
established
under
section
30
-
29
-
825
,
Idaho
Code,
if
the
shareholder
gives
the
corporation
a
signed
written
notice
of
the
shareholder's
demand
at
least
five
(5)
business
days
before
the
date
on
which
the
shareholder
wishes
to
inspect
and
copy.
(b)
A
shareholder
of
a
corporation
is
entitled
to
inspect
and
copy,
dur-
ing
regular
business
hours
at
a
reasonable
location
specified
by
the
corpo-
ration,
any
of
the
following
records
of
the
corporation
if
the
shareholder
meets
the
requirements
of
subsection
(c)
of
this
section
and
gives
the
corpo-

106
ration
a
signed
written
notice
of
the
shareholder's
demand
at
least
five
(5)
days
before
the
date
on
which
the
shareholder
wishes
to
inspect
and
copy:
(1)
The
financial
statements
of
the
corporation
maintained
in
accor-
dance
with
section
30
-
29
-
1601
(b),
Idaho
Code;
(2)
Accounting
records
of
the
corporation;
(3)
Excerpts
from
minutes
of
any
meeting
of,
or
records
of
any
actions
taken
without
a
meeting
by
the
corporation's
board
of
directors
and
board
committees
maintained
in
accordance
with
section
30
-
29
-
1601
(a),
Idaho
Code;
and
(4)
The
record
of
shareholders
maintained
in
accordance
with
section
30
-
29
-
1601
(d),
Idaho
Code.
(c)
A
shareholder
may
inspect
and
copy
the
records
described
in
subsec-
tion
(b)
of
this
section
only
if:
(1)
The
shareholder's
demand
is
made
in
good
faith
and
for
a
proper
pur-
pose;
(2)
The
shareholder's
demand
describes
with
reasonable
particularity
the
shareholder's
purpose
and
the
records
the
shareholder
desires
to
inspect;
and
(3)
The
records
are
directly
connected
with
the
shareholder's
purpose.
(d)
The
corporation
may
impose
reasonable
restrictions
on
the
confi-
dentiality,
use,
or
distribution
of
records
described
in
subsection
(b)
of
this
section.
(e)
For
any
meeting
of
shareholders
for
which
the
record
date
for
de-
termining
shareholders
entitled
to
vote
at
the
meeting
is
different
than
the
record
date
for
notice
of
the
meeting,
any
person
who
becomes
a
shareholder
subsequent
to
the
record
date
for
notice
of
the
meeting
and
is
entitled
to
vote
at
the
meeting
is
entitled
to
obtain
from
the
corporation
upon
request
the
notice
and
any
other
information
provided
by
the
corporation
to
share-
holders
in
connection
with
the
meeting,
unless
the
corporation
has
made
such
information
generally
available
to
shareholders
by
posting
it
on
its
website
or
by
other
generally
recognized
means.
Failure
of
a
corporation
to
provide
such
information
does
not
affect
the
validity
of
action
taken
at
the
meeting.
(f)
The
right
of
inspection
granted
by
this
section
may
not
be
abolished
or
limited
by
a
corporation's
articles
of
incorporation
or
bylaws.
(g)
This
section
does
not
affect:
(1)
The
right
of
a
shareholder
to
inspect
records
under
section
30
-
29
-
720
,
Idaho
Code,
or,
if
the
shareholder
is
in
litigation
with
the
corpo-
ration,
to
the
same
extent
as
any
other
litigant;
or
(2)
The
power
of
a
court,
independently
of
this
chapter,
to
compel
the
production
of
corporate
records
for
examination
and
to
impose
reasonable
restrictions
as
provided
in
section
30
-
29
-
1604
(c),
Idaho
Code,
provided
that,
in
the
case
of
production
of
records
described
in
subsection
(b)
of
this
section
at
the
request
of
a
shareholder,
the
shareholder
has
met
the
requirements
of
subsection
(c)
of
this
section.
(h)
For
purposes
of
this
section,
"shareholder"
means
a
record
share-
holder,
a
beneficial
shareholder,
and
an
unrestricted
voting
trust
benefi-
cial
owner.
[30
-
29
-
1602,
added
2015,
ch.
243,
sec.
71,
p.
964;
am.
2019,
ch.
90,
sec.
160,
p.
329.]
30
-
29
-
1603.
SCOPE
OF
INSPECTION
RIGHT.
(a)
A
shareholder
may
appoint
an
agent
or
attorney
to
exercise
the
shareholder's
inspection
and
copying
rights
under
section
30
-
29
-
1602
,
Idaho
Code.

107
(b)
The
corporation
may,
if
reasonable,
satisfy
the
right
of
a
share-
holder
to
copy
records
under
section
30
-
29
-
1602
,
Idaho
Code,
by
furnishing
to
the
shareholder
copies
by
photocopy
or
other
means
chosen
by
the
corpora-
tion,
including
furnishing
copies
through
an
electronic
transmission.
(c)
The
corporation
may
comply
at
its
expense
with
a
shareholder's
de-
mand
to
inspect
the
record
of
shareholders
under
section
30
-
29
-
1602
(b)(4),
Idaho
Code,
by
providing
the
shareholder
with
a
list
of
shareholders
that
was
compiled
no
earlier
than
the
date
of
the
shareholder's
demand.
(d)
The
corporation
may
impose
a
reasonable
charge
to
cover
the
costs
for
providing
copies
of
documents
to
the
shareholder
that
may
be
based
on
an
estimate
of
such
costs.
[30
-
29
-
1603,
added
2015,
ch.
243,
sec.
71,
p.
965;
am.
2019,
ch.
90,
sec.
161,
p.
330.]
30
-
29
-
1604.
COURT
-
ORDERED
INSPECTION.
(a)
If
a
corporation
does
not
allow
a
shareholder
who
complies
with
section
30
-
29
-
1602
(a),
Idaho
Code,
to
inspect
and
copy
any
records
required
by
that
section
to
be
available
for
inspection,
the
Idaho
district
court
of
the
county
where
the
corpora-
tion's
principal
office
is
located
or,
if
none
in
this
state,
Ada
county,
may
summarily
order
inspection
and
copying
of
the
records
demanded
at
the
corporation's
expense
upon
application
of
the
shareholder.
(b)
If
a
corporation
does
not
within
a
reasonable
time
allow
a
share-
holder
who
complies
with
section
30
-
29
-
1602
(b),
Idaho
Code,
to
inspect
and
copy
the
records
required
by
that
section,
the
shareholder
who
complies
with
section
30
-
29
-
1602
(c),
Idaho
Code,
may
apply
to
the
Idaho
district
court
of
the
county
where
the
corporation's
principal
office
is
located
or,
if
none
in
this
state,
Ada
county,
for
an
order
to
permit
inspection
and
copying
of
the
records
demanded.
The
court
shall
dispose
of
an
application
under
this
sub-
section
on
an
expedited
basis.
(c)
If
the
court
orders
inspection
and
copying
of
the
records
demanded
under
section
30
-
29
-
1602
(b),
Idaho
Code,
it
may
impose
reasonable
restric-
tions
on
their
confidentiality,
use,
or
distribution
by
the
demanding
share-
holder,
and
it
shall
also
order
the
corporation
to
pay
the
shareholder's
ex-
penses
incurred
to
obtain
the
order
unless
the
corporation
establishes
that
it
refused
inspection
in
good
faith
because
the
corporation
had:
(1)
A
reasonable
basis
for
doubt
about
the
right
of
the
shareholder
to
inspect
the
records
demanded;
or
(2)
Required
reasonable
restrictions
on
the
confidentiality,
use,
or
distribution
of
the
records
demanded
to
which
the
demanding
shareholder
had
been
unwilling
to
agree.
[30
-
29
-
1604,
added
2015,
ch.
243,
sec.
71,
p.
965;
am.
2019,
ch.
90,
sec.
162,
p.
331.]
30
-
29
-
1605.
INSPECTION
RIGHTS
OF
DIRECTORS.
(a)
A
director
of
a
corpo-
ration
is
entitled
to
inspect
and
copy
the
books,
records
and
documents
of
the
corporation
at
any
reasonable
time
to
the
extent
reasonably
related
to
the
performance
of
the
director's
duties
as
a
director,
including
duties
as
a
member
of
a
board
committee,
but
not
for
any
other
purpose
or
in
any
manner
that
would
violate
any
duty
to
the
corporation.
(b)
The
district
court
of
the
county
where
the
corporation's
principal
office
is
located,
or
if
none
in
this
state,
Ada
county,
may
order
inspection
and
copying
of
the
books,
records
and
documents
at
the
corporation's
expense

108
upon
application
of
a
director
who
has
been
refused
such
inspection
rights
unless
the
corporation
establishes
that
the
director
is
not
entitled
to
such
inspection
rights.
The
court
shall
dispose
of
an
application
under
this
sub-
section
on
an
expedited
basis.
(c)
If
an
order
is
issued,
the
court
may
include
provisions
protecting
the
corporation
from
undue
burden
or
expense,
and
prohibiting
the
director
from
using
information
obtained
upon
exercise
of
the
inspection
rights
in
a
manner
that
would
violate
a
duty
to
the
corporation,
and
may
also
order
the
corporation
to
reimburse
the
director
for
the
director's
expenses
incurred
in
connection
with
the
application.
[30
-
29
-
1605,
added
2015,
ch.
243,
sec.
71,
p.
965;
am.
2019,
ch.
90,
sec.
163,
p.
331.]
30
-
29
-
1620.
FINANCIAL
STATEMENTS
FOR
SHAREHOLDERS.
(a)
Upon
the
writ-
ten
request
of
a
shareholder,
a
corporation
shall
deliver
or
make
available
to
such
requesting
shareholder
by
posting
on
its
website,
or
by
other
gener-
ally
recognized
means,
annual
financial
statements
for
the
most
recent
fis-
cal
year
of
the
corporation
for
which
annual
financial
statements
have
been
prepared
for
the
corporation.
If
financial
statements
have
been
prepared
for
the
corporation
on
the
basis
of
generally
accepted
accounting
princi-
ples
for
such
specified
period,
the
corporation
shall
deliver
or
make
avail-
able
such
financial
statements
to
the
requesting
shareholder.
If
the
an-
nual
financial
statements
to
be
delivered
or
made
available
to
the
request-
ing
shareholder
are
audited
or
otherwise
reported
upon
by
a
public
accoun-
tant,
the
report
shall
also
be
delivered
or
made
available
to
the
requesting
shareholder.
(b)
A
corporation
shall
deliver,
or
make
available
and
provide
written
notice
of
availability
of,
the
financial
statements
required
under
subsec-
tion
(a)
of
this
section
to
the
requesting
shareholder
within
five
(5)
busi-
ness
days
of
delivery
of
such
written
request
to
the
corporation.
(c)
A
corporation
may
fulfill
its
responsibilities
under
this
section
by
delivering
the
specified
financial
statements,
or
otherwise
making
them
available,
in
any
manner
permitted
by
the
applicable
rules
and
regulations
of
the
United
States
securities
and
exchange
commission.
(d)
Notwithstanding
the
provisions
of
subsections
(a),
(b),
and
(c)
of
this
section:
(1)
As
a
condition
to
delivering,
or
making
available,
financial
state-
ments
to
a
requesting
shareholder,
the
corporation
may
require
the
re-
questing
shareholder
to
agree
to
reasonable
restrictions
on
the
confi-
dentiality,
use,
and
distribution
of
such
financial
statements;
and
(2)
The
corporation
may,
if
it
reasonably
determines
that
the
share-
holder's
request
is
not
made
in
good
faith
or
for
a
proper
purpose,
decline
to
deliver
or
make
available
such
financial
statements
to
that
shareholder.
(e)
If
a
corporation
does
not
respond
to
a
shareholder's
request
for
annual
financial
statements
pursuant
to
this
section
in
accordance
with
sub-
section
(b)
of
this
section
within
five
(5)
business
days
of
delivery
of
such
request
to
the
corporation:
(1)
The
requesting
shareholder
may
apply
to
the
Idaho
district
court
of
the
county
where
the
corporation's
principal
office
is
located
or,
if
none
in
this
state,
Ada
county,
for
an
order
requiring
delivery
of
or
ac-
cess
to
the
requested
financial
statements.
The
court
shall
dispose
of
an
application
under
this
subsection
on
an
expedited
basis.

109
(2)
If
the
court
orders
delivery
or
access
to
the
requested
financial
statements,
it
may
impose
reasonable
restrictions
on
their
confiden-
tiality,
use,
or
distribution.
(3)
In
such
proceeding,
if
the
corporation
has
declined
to
deliver
or
make
available
such
financial
statements
because
the
shareholder
had
been
unwilling
to
agree
to
restrictions
proposed
by
the
corporation
on
the
confidentiality,
use,
and
distribution
of
such
financial
state-
ments,
the
corporation
shall
have
the
burden
of
demonstrating
that
the
restrictions
proposed
by
the
corporation
were
reasonable.
(4)
In
such
proceeding,
if
the
corporation
has
declined
to
deliver
or
make
available
such
financial
statements
pursuant
to
subsection
(d)(2)
of
this
section,
the
corporation
shall
have
the
burden
of
demonstrating
that
it
had
reasonably
determined
that
the
shareholder's
request
was
not
made
in
good
faith
or
for
a
proper
purpose.
(5)
If
the
court
orders
delivery
or
access
to
the
requested
financial
statements,
it
shall
order
the
corporation
to
pay
the
shareholder's
expenses
incurred
to
obtain
such
order
unless
the
corporation
estab-
lishes
that
it
had
refused
delivery
or
access
to
the
requested
financial
statements
because
the
shareholder
had
refused
to
agree
to
reasonable
restrictions
on
the
confidentiality,
use,
or
distribution
of
the
fi-
nancial
statements
or
that
the
corporation
had
reasonably
determined
that
the
shareholder's
request
was
not
made
in
good
faith
or
for
a
proper
purpose.
[30
-
29
-
1620,
added
2019,
ch.
90,
sec.
167,
p.
332.]
PART
17
TRANSITION
PROVISIONS
30
-
29
-
1701.
APPLICATION
TO
EXISTING
DOMESTIC
CORPORATIONS.
This
chap-
ter
applies
to
all
domestic
corporations
in
existence
on
its
effective
date
that
were
incorporated
under
any
general
statute
of
this
state
providing
for
incorporation
of
corporations
for
profit
if
power
to
amend
or
repeal
the
statute
under
which
the
corporation
was
incorporated
was
reserved.
[30
-
29
-
1701,
added
2015,
ch.
243,
sec.
72,
p.
967;
am.
2019,
ch.
90,
sec.
168,
p.
333.]
30
-
29
-
1702.
APPLICATION
TO
EXISTING
FOREIGN
CORPORATIONS.
A
foreign
corporation
registered
or
authorized
to
do
business
in
this
state
on
the
ef-
fective
date
of
this
chapter
is
subject
to
this
chapter,
is
deemed
to
be
reg-
istered
to
do
business
in
this
state,
and
is
not
required
to
file
a
foreign
registration
statement
under
this
chapter.
[30
-
29
-
1702,
added
2015,
ch.
243,
sec.
72,
p.
967;
am.
2019,
ch.
90,
sec.
169,
p.
333.]
30
-
29
-
1703.
SAVING
PROVISIONS.
(a)
Except
as
to
procedural
provisions,
this
chapter
does
not
affect
a
pending
action,
proceeding,
or
a
right
ac-
crued
before
the
effective
date
of
this
chapter,
and
a
pending
civil
action
or
proceeding
may
be
completed,
and
a
right
accrued
may
be
enforced,
as
if
this
chapter
had
not
become
effective.

110
(b)
If
a
penalty
or
punishment
for
violation
of
a
statute
or
rule
is
re-
duced
by
this
chapter,
the
penalty,
if
not
already
imposed,
shall
be
imposed
in
accordance
with
this
chapter.
[30
-
29
-
1703,
added
2015,
ch.
243,
sec.
72,
p.
967;
am.
2019,
ch.
90,
sec.
170,
p.
333.]
30
-
29
-
1704.
SEVERABILITY.
If
any
provision
of
this
chapter
or
its
ap-
plication
to
any
person
or
circumstance
is
held
invalid
by
a
court
of
compe-
tent
jurisdiction,
the
invalidity
does
not
affect
other
provisions
or
appli-
cations
of
this
chapter
that
can
be
given
effect
without
the
invalid
provi-
sion
or
application,
and
to
this
end
the
provisions
of
the
chapter
are
sever-
able.
[30
-
29
-
1704,
added
2015,
ch.
243,
sec.
72,
p.
967;
am.
2019,
ch.
90,
sec.
171,
p.
334.]