AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

Idaho Code tit. 30, ch. 30-29, pt. 30-29-10

in effect

Idaho Code § 30-29-1001 AUTHORITY TO AMEND.

30-29-1001. AUTHORITY TO AMEND. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles 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, including provisions relating to management, control, capital structure, dividend, 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.]

Idaho Code § 30-29-1002 AMENDMENT BEFORE ISSUANCE OF SHARES.

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 corporation’s articles of incorporation. [30-29-1002, added 2015, ch. 243, sec. 65, p. 942.]

Idaho Code § 30-29-1003 AMENDMENT BY BOARD OF DIRECTORS AND SHAREHOLDERS.

30-29-1003. AMENDMENT BY BOARD OF DIRECTORS AND SHAREHOLDERS. If a corporation 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 directors. (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 amendment, 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 either case, the board must inform the shareholders of the basis for its so proceeding. (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 notice 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 signing in connection with the amendment, 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 the terms and conditions of the new interest holder liability are substantially 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 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.]

Idaho Code § 30-29-1004 VOTING ON AMENDMENTS BY VOTING GROUPS.

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 proposed 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 exchange, 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 respect 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 accumulated 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 section would affect those two (2) or more classes or series in the same or a substantially 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 amendment, 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.]

Idaho Code § 30-29-1005 AMENDMENT BY BOARD OF DIRECTORS.

30-29-1005. AMENDMENT BY BOARD OF DIRECTORS. Unless the articles of incorporation provide otherwise, a corporation’s board of directors may 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 extent necessary to permit the issuance of shares as a share dividend; (e) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name; (f) To reflect a reduction in authorized shares, as a result of the operation of section 30-29-631 (b), Idaho Code, when the corporation has acquired 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.]

Idaho Code § 30-29-1006 ARTICLES OF AMENDMENT.

30-29-1006. ARTICLES OF AMENDMENT. (a) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver 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 cancellation 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 without 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 required by this chapter and by the articles of incorporation; or (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 determined 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.]

Idaho Code § 30-29-1007 RESTATED ARTICLES OF INCORPORATION.

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 incorporation, as the articles of incorporation currently in effect, without including 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.]

Idaho Code § 30-29-1008 AMENDMENT PURSUANT TO REORGANIZATION.

30-29-1008. AMENDMENT PURSUANT TO REORGANIZATION. (a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed 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 decree 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 reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [30-29-1008, added 2015, ch. 243, sec. 65, p. 945; am. 2019, ch. 90, sec. 120, p. 298.]

Idaho Code § 30-29-1009 EFFECT OF AMENDMENT.

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 changing 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 effective. (c) Except as otherwise provided in the articles of incorporation of the corporation, the interest holder liability of a shareholder who had interest 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 liability 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 subsection, 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 interest 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.]

Idaho Code § 30-29-1020 AUTHORITY TO AMEND.

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 corporation’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 exclusively to the shareholders in whole or part; or (2) Except as provided in section 30-29-206 (d), Idaho Code, the shareholders 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.]

Idaho Code § 30-29-1021 BYLAW INCREASING QUORUM OR VOTING REQUIREMENT FOR DIRECTORS.

30-29-1021. BYLAW INCREASING QUORUM OR VOTING REQUIREMENT FOR DIRECTORS. (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 quorum 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 section 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.]

Idaho Code § 30-29-1022 BYLAW PROVISIONS RELATING TO THE ELECTION OF DIRECTORS.

30-29-1022. BYLAW PROVISIONS RELATING TO THE ELECTION OF DIRECTORS. (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 corporation 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 selection 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 receives 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 directors by a voting group if at the expiration of the time fixed under a provision 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 election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one (1) or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate 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 shareholders, 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.]

Source: Idaho State Legislature (legislature.idaho.gov)URL: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH29PT10/Fetched: 10/20/2026