Title 30, CORPORATIONS

30-30-1005. KNOWN CLAIMS AGAINST DISSOLVED CORPORATION. (1) The directors of a dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (2) The directors of a dissolved corporation shall notify its known claimants in w…

30-30-1006. UNKNOWN CLAIMS AGAINST DISSOLVED CORPORATION. (1) The directors of a dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (2) The notice must: (a) Be p…

30-30-101. SHORT TITLE. This act shall be known and may be cited as the "Idaho Nonprofit Corporation Act" and shall apply to any type of lawful nonprofit corporation formed under the provisions of this act or other laws of this state.

30-30-102. FILING REQUIREMENTS. (1) Except as otherwise permitted by subsection (2) of this section, a record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: (a) By the presiding officer of its board of directors of a domestic or…

30-30-103. DEFINITIONS. Unless the context otherwise requires in this chapter: (1) "Approved by or approval by the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, wh…

30-30-104. NOTICE. (1) Notice may be oral or written. Notice by electronic transmission is written notice. (2) Notice may be communicated: in person; by telephone or voice mail; by telegraph, teletype or other electronic means; or by mail or private carrier; if these forms of per…

30-30-105. PRIVATE FOUNDATION. (1) Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986, as amended: (a) Shall distribute such amounts for each taxable …

30-30-106. JUDICIAL RELIEF. (1) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or this act, then upon pe…

30-30-107. RELIGIOUS CORPORATIONS -- CONSTITUTIONAL PROTECTIONS. If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this act on the same subject, the religious doctrine shall control to the extent required by the constitu…

30-30-1101. CORPORATE RECORDS. (1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the boar…

30-30-1102. INSPECTION OF RECORDS BY MEMBERS. (1) Subject to subsection (5) of this section and section 30-30-1103(3), Idaho Code, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation descr…

30-30-1103. SCOPE OF INSPECTION RIGHTS. (1) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (2) The right to copy records under section 30-30-1102, Idaho Code, includes, if reasonable, the right to receive co…

30-30-1104. LIMITATIONS ON USE OF MEMBERSHIP LIST. Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing and with…

30-30-1105. FINANCIAL STATEMENTS FOR MEMBERS. (1) Except as provided in the articles or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined state…

30-30-1106. REPORT OF INDEMNIFICATION TO MEMBERS. If a corporation indemnifies or advances expenses to a director under section 30-30-626, Idaho Code, in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advanc…

30-30-1201. APPLICATION TO EXISTING DOMESTIC NONPROFIT CORPORATIONS. This chapter applies to all domestic nonprofit corporations in existence on July 1, 2015, that were incorporated under the laws of this state.

30-30-1202. APPLICATION TO QUALIFIED FOREIGN NONPROFIT CORPORATION. A foreign nonprofit corporation authorized to transact business in this state on July 1, 2015, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under th…

30-30-1203. APPLICATION TO CANAL COMPANIES AND CAREY ACT COMPANIES. Should any provision of this chapter, as it pertains to canal companies or Carey act companies, conflict with the provisions of title 42, Idaho Code, the provisions of title 42, Idaho Code, shall prevail.

30-30-1204. SAVING PROVISIONS. (1) Except as provided in subsection (2) of this section, the repeal of a statute by this chapter does not affect: (a) The operation of the statute or any action taken under it before its repeal; (b) Any ratification, right, remedy, privilege, oblig…

30-30-201. INCORPORATORS. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

30-30-202. ARTICLES OF INCORPORATION. (1) The articles of incorporation must set forth: (a) A corporate name for the corporation that satisfies the requirements of sections 30-21-301 and 30-21-302(a), Idaho Code; (b) The purpose or purposes for which the corporation is organized,…

30-30-203. INCORPORATION. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all c…

30-30-204. LIABILITY. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.

30-30-205. ORGANIZATION OF CORPORATION. (1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corpor…

30-30-206. BYLAWS. (1) The board of directors or members of a corporation shall adopt the initial bylaws for the corporation. (2) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of i…

30-30-207. EMERGENCY BYLAWS AND POWERS. (1) Unless the articles provide otherwise, the directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment…

30-30-301. PURPOSES. (1) One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing. (2) A corporation engaging in an activity that is subject to regulation under another statu…

30-30-302. GENERAL POWERS. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, w…

30-30-303. EMERGENCY POWERS. (1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (b) Rel…

30-30-304. ULTRA VIRES. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation's power to act may be challenged in a proceeding against the…

30-30-401. ADMISSION OF MEMBERS. (1) The articles or bylaws may establish criteria or procedures for admission of members. (2) No person shall be admitted as a member without his or her consent. (3) No person who is not an incorporator shall become a member of a cooperative corpo…

30-30-402. CONSIDERATION. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board, or by the articles of incorporation.

30-30-403. NO REQUIREMENT OF MEMBERS. A corporation, except a cooperative corporation, is not required to have members.

30-30-404. DIFFERENCES IN RIGHTS AND OBLIGATIONS OF MEMBERS. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations or …

30-30-405. TRANSFERS. Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.

30-30-406. MEMBER'S LIABILITY TO THIRD PARTIES. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.

30-30-407. MEMBER'S LIABILITY FOR DUES, ASSESSMENTS AND FEES. A member may become liable to the corporation for dues, assessments or fees.

30-30-408. RESIGNATION. (1) A member may resign at any time. A person ceases to be a stockholder only when that person's shares of stock have all been disposed of. (2) The resignation of a member, or the disposal of all stock of a stockholder, does not relieve the member from any…

30-30-409. TERMINATION, EXPULSION AND SUSPENSION. (1) No member, except a member of a religious corporation, may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonab…

30-30-410. PURCHASE OF MEMBERSHIPS. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of sec…

30-30-411. DERIVATIVE SUITS. (1) A proceeding may be brought in the right of a domestic or foreign nonprofit corporation to procure a judgment in its favor by: (a) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is le…

30-30-412. DELEGATES. (1) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (2) The articles or bylaws may set forth provisions relating to: (a) The characteristics, qualifications, rights, limitations and obligation…

30-30-501. ANNUAL AND REGULAR MEETINGS. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accor…

30-30-502. SPECIAL MEETING. (1) A corporation with members shall hold a special meeting of members: (a) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (b) Except as provided in the articles or bylaws of a religious corporation if t…

30-30-503. COURT-ORDERED MEETINGS. (1) The district court of the county where a corporation's principal office is located or, if none in this state, Ada county, may summarily order a meeting to be held: (a) On application of any member or other person entitled to participate in a…

30-30-504. ACTION BY WRITTEN CONSENT. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty perce…