Title 30, CORPORATIONS

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 interests of the corporation. (b) The members …

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, unless the party asserting liability in a proceeding establ…

30-29-832. DIRECTORS’ LIABILITY FOR UNLAWFUL DISTRIBUTIONS. (a) A director who votes for or assents to a distribution in excess of what may be authorized 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…

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 bylaws. (b) The board of directors may elect individuals to fill one (1) or more offices of the corporation. An officer may appoint one (1)…

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 consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of direc…

30-29-842. standards of conduct for officers. (a) An officer, when performing in such capacity, has the duty to act: (1) In good faith; (2) With the care that a person in a like position would reasonably exercise under similar circumstances; and (3) In a manner the officer reason…

30-29-843. RESIGNATION AND REMOVAL OF OFFICERS. (a) An officer may resign 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 effective as provided in section 30-29-141(i), Idaho Code, un…

30-29-844. CONTRACT RIGHTS OF OFFICERS. (a) The election or appointment 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 corpora…

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 director …

30-29-851. PERMISSIBLE INDEMNIFICATION. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (1)(i) The director conducted h…

30-29-852. mandatory indemnification. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred b…

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 the proceeding because that individual is a director if t…

30-29-854. COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES. (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 jurisd…

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 direc…

30-29-856. indemnification of officers. (a) A corporation may indemnify 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 officer: (1) To the same extent as a director; and (2) If he o…

30-29-857. insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee…

30-29-858. VARIATION BY CORPORATE ACTION — APPLICATION OF INDEMNIFICATION 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 a…

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.

30-29-860. 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 directors or other governing body of an entity, wheth…

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 damages or other sanctions against a director of the corporat…

30-29-862. directors’ action. (a) Directors’ action respecting a director’s conflicting interest transaction is effective for purposes of section 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), …

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 transact…

30-29-870. business opportunities. (a) If a director or officer pursues 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 othe…

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 Cod…

30-29-921. action on a plan of domestication. In the case of a domestication 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…

30-29-922. ARTICLES OF DOMESTICATION — EFFECTIVENESS. Notwithstanding 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 s…

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 foreig…

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 …

30-29-933. ARTICLES OF CONVERSION — EFFECTIVENESS. Notwithstanding the provisions of section 30-22-405(b)(4), Idaho Code, a statement of conversion of a domestic converting corporation shall include a statement that the plan of conversion was approved in accordance with this sect…

30-29-935. EFFECT OF CONVERSION. (a) When a conversion becomes effective, the converted entity is deemed to have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized. (b) When a conversion of a domestic corporati…