Title 30, CORPORATIONS

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 whi…

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 authorized to do so by the articles of incorporation or bylaws; or (2) If shareholders holding at least twenty percent (20%) …

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 m…

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…

30-29-705. NOTICE OF MEETING. (a) A corporation shall notify shareholders 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 meeting date. If the board of directors has authorized participat…

30-29-706. WAIVER OF NOTICE. (a) A shareholder may waive any notice required 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 writing, be signed by the shareholder entitled to the notice, and b…

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 …

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…

30-29-709. remote participation in shareholders’ meetings. (a) Shareholders 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 directors authorizes such participation for such class or series…

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…

30-29-721. VOTING ENTITLEMENT OF SHARES. (a) Except as provided in subsections (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 sh…

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 tra…

30-29-723. SHARES HELD BY intermediaries and NOMINEES. (a) A corporation’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 nominee may elect to be treated by the corporation as the record sh…

30-29-724. ACCEPTANCE OF VOTES and other instruments. (a) If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, co…

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…

30-29-726. ACTION BY SINGLE AND MULTIPLE VOTING GROUPS. (a) If the articles 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 voting group as provided in section 30-29-725, Idaho Code. …

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 t…

30-29-728. VOTING FOR DIRECTORS — CUMULATIVE VOTING. (a) Unless otherwise 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 d…

30-29-729. INSPECTORS OF ELECTION. (a) A corporation that has a class of equity securities registered pursuant to section 12 of the securities exchange act of 1934 shall, and any other corporation may, appoint one (1) or more inspectors to act at a meeting of shareholders in conn…

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 …

30-29-731. VOTING AGREEMENTS. (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 30-29-730, Idaho Code…

30-29-732. SHAREHOLDER AGREEMENTS. (a) An agreement among the shareholders 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)…

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 domestic corporation or, to the extent provided in section 30-29-747, Idaho Code, in the right of a foreign corporation. (2) …

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 omission complained of or became a shareholder through transfer by operation of law from one (1) who …

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 be…

30-29-743. STAY OF PROCEEDINGS. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.

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…

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 cl…

30-29-746. PAYMENT OF EXPENSES. On termination of the derivative proceeding 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 …

30-29-747. APPLICABILITY TO FOREIGN CORPORATIONS. In any derivative proceeding in the right of a foreign corporation, the matters covered by sections 30-29-740 through 30-29-746, Idaho Code, shall be governed by the laws of the jurisdiction of incorporation of the foreign corpora…

30-29-748. shareholder action to appoint a custodian or receiver. (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 appoint one (1) or more persons to be custodians, or, if the corporation is i…

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 princip…

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 30-2…

30-29-802. QUALIfiCATIONS OF DIRECTORS. (a) The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful. (b) A requirement that is based on a past, …

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 tim…

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 a…

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 s…

30-29-806. STAGGERED TERMS FOR DIRECTORS. The articles of incorporation 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 containing one-half (1/2) or one-third (1/3) of the total, as near…

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 …

30-29-808. REMOVAL OF DIRECTORS BY SHAREHOLDERS. (a) The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholde…

30-29-809. REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING. (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 remove a director from office or may order other relief, including barring the director…

30-29-810. VACANCY ON BOARD of directors. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) The board o…

30-29-811. COMPENSATION OF DIRECTORS. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

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 me…

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 directors 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 …

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…