DIRECTORS AND OFFICERS

Idaho Code tit. 30, ch. 30-29, pt. 30-29-8

in effect

Idaho Code § 30-29-801 REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS.

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 directors, 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. [30-29-801, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 73, p. 270.]

Idaho Code § 30-29-802 QUALIFICATIONS OF DIRECTORS.

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, prospective, or current action, 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 director 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 removed 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 director or may apply during a director’s term. A qualification prescribed after 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.]

Idaho Code § 30-29-803 NUMBER AND ELECTION OF DIRECTORS.

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 incorporation 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.]

Idaho Code § 30-29-804 ELECTION OF DIRECTORS BY CERTAIN CLASSES OR SERIES OF SHARES.

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 multiple 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. [30-29-804, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 76, p. 271.]

Idaho Code § 30-29-805 TERMS OF DIRECTORS GENERALLY.

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 incorporation 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 director’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.]

Idaho Code § 30-29-806 STAGGERED TERMS FOR DIRECTORS.

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 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 shareholders’ 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.]

Idaho Code § 30-29-807 RESIGNATION OF DIRECTORS.

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 resignation 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.]

Idaho Code § 30-29-808 REMOVAL OF DIRECTORS BY SHAREHOLDERS.

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 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 exceeds the number of votes cast not to remove the director, except to the extent the articles of incorporation or bylaws require a greater number; provided 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 director 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 voting 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.]

Idaho Code § 30-29-809 REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING.

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 from reelection 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 corporation 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 subsection (a) of this section shall comply with all of the requirements of sections 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.]

Idaho Code § 30-29-810 VACANCY ON BOARD OF DIRECTORS.

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 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 directors 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 remaining directors elected by that voting group, even if fewer than a quorum, 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 director 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.]

Idaho Code § 30-29-811 COMPENSATION OF DIRECTORS.

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. [30-29-811, added 2015, ch. 243, sec. 63, p. 929.]

Idaho Code § 30-29-820 MEETINGS.

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 participating 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.]

Idaho Code § 30-29-821 ACTION WITHOUT MEETING.

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 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 document. [30-29-821, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 84, p. 274.]

Idaho Code § 30-29-822 NOTICE OF MEETING.

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 preceded 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 unless 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.]

Idaho Code § 30-29-823 WAIVER OF NOTICE.

30-29-823. WAIVER OF NOTICE. (a) A director may waive any notice required 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 subsection (b) of this section, the waiver must be in writing, signed by the director 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.]

Idaho Code § 30-29-824 QUORUM AND VOTING.

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 majority 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 accordance 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 adjournment or to the corporation immediately after adjournment of the meeting. 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.]

Idaho Code § 30-29-825 BOARD COMMITTEES.

30-29-825. BOARD COMMITTEES. (a) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may establish one (1) or more board committees composed exclusively of one (1) or more directors to perform functions of the board of directors. (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 requires 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 alternate 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 absence or disqualification. [30-29-825, added 2015, ch. 243, sec. 63, p. 930; am. 2019, ch. 90, sec. 88, p. 275.]

Idaho Code § 30-29-826 SUBMISSION OF MATTERS FOR SHAREHOLDER VOTE.

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 approving the matter, the board of directors determines it no longer recommends the matter. [30-29-826, added 2019, ch. 90, sec. 89, p. 276.]

Idaho Code § 30-29-830 STANDARDS OF CONDUCT FOR DIRECTORS.

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 of the board of directors or a board committee, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate 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 material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably 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 statements 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 functions 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 director reasonably believes are matters: (i) Within the particular person’s professional or expert competence; 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 director 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.]

Idaho Code § 30-29-831 STANDARDS OF LIABILITY FOR DIRECTORS.

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 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 circumstances; or (iii) A lack of objectivity due to the director’s familial, financial, 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: (A) Which relationship or which domination or control could reasonably be expected to have affected the director’s judgment 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 director 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 actionable 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 suffered; 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 whatever 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 section 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.]

Idaho Code § 30-29-832 DIRECTORS’ LIABILITY FOR UNLAWFUL DISTRIBUTIONS.

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 of the distribution 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 establishes that when taking the action the director did not comply with section 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 under 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.]

Idaho Code § 30-29-840 OFFICERS.

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) 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 responsibility 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) office in a corporation. [30-29-840, added 2015, ch. 243, sec. 63, p. 933; am. 2019, ch. 90, sec. 93, p. 279.]

Idaho Code § 30-29-841 FUNCTIONS OF OFFICERS.

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 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.]

Idaho Code § 30-29-842 STANDARDS OF CONDUCT FOR OFFICERS.

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 reasonably believes to be in the best interests 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 person within the corporation, or the board of directors, or a board committee, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, 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 believes 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 accountants or other persons retained by the corporation as to matters involving skill or expertise the officer reasonably believes are matters: (i) Within the particular person’s professional or expert competence; or (ii) As to which the particular person merits confidence. (d) An officer 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 an officer, if the duties of the office are performed in compliance 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 relevance. [30-29-842, added 2015, ch. 243, sec. 63, p. 933; am. 2019, ch. 90, sec. 95, p. 279.]

Idaho Code § 30-29-843 RESIGNATION AND REMOVAL OF OFFICERS.

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, 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: (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 directors. (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.]

Idaho Code § 30-29-844 CONTRACT RIGHTS OF OFFICERS.

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 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.]

Idaho Code § 30-29-850 DEFINITIONS.

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 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 another 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 beneficiaries of the plan. "Director" or "officer" includes, unless the context 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 foreign 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. [30-29-850, added 2015, ch. 243, sec. 63, p. 934; am. 2019, ch. 90, sec. 98, p. 281.]

Idaho Code § 30-29-851 PERMISSIBLE INDEMNIFICATION.

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 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 articles 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 participants 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 corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct 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 involved 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.]

Idaho Code § 30-29-852 MANDATORY INDEMNIFICATION.

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 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.]

Idaho Code § 30-29-853 ADVANCE FOR EXPENSES.

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 the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification 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 majority vote of all the qualified directors, a majority of whom shall for such purposes constitute a quorum, or by a majority of the members 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 directors 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.]

Idaho Code § 30-29-854 COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES.

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 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 determines 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 determines, 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 paragraph 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 proceeding 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 indemnification under subsection (a)(1) of this section or to indemnification or 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 advance 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 indemnification or advance for expenses. [30-29-854, added 2015, ch. 243, sec. 63, p. 936; am. 2019, ch. 90, sec. 102, p. 283.]

Idaho Code § 30-29-855 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

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 directors 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.]

Idaho Code § 30-29-856 INDEMNIFICATION OF OFFICERS.

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 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: (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 proceeding based on an act or omission solely as an officer. (c) An officer who is not a director is entitled to mandatory indemnification under section 30-29-852 , Idaho Code, and may apply to a court under section 30-29-854 , Idaho Code, for indemnification or an advance for expenses, 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.]

Idaho Code § 30-29-857 INSURANCE.

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, 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 individual’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.]

Idaho Code § 30-29-858 VARIATION BY CORPORATE ACTION — APPLICATION OF INDEMNIFICATION PROVISIONS.

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 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 eliminated 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, unless, 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 omission 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 indemnification 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 corporation 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.]

Idaho Code § 30-29-859 EXCLUSIVITY.

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.]

Idaho Code § 30-29-860 DEFINITIONS.

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, 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 director, 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 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 individual is a general partner or a member of the governing body; or an individual, 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 respecting 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.]

Idaho Code § 30-29-861 JUDICIAL ACTION.

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 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 it is not a director’s conflicting interest transaction. (b) A director’s conflicting interest transaction may not be the subject of equitable relief or give rise to an award of damages or other sanctions 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 compliance with section 30-29-862 , Idaho Code, at any time; (2) Shareholders’ action respecting the transaction was taken in compliance with section 30-29-863 , Idaho Code, at any time; or (3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation. [30-29-861, added 2015, ch. 243, sec. 63, p. 940; am. 2019, ch. 90, sec. 109, p. 287.]

Idaho Code § 30-29-862 DIRECTORS’ ACTION.

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), of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by such qualified directors, 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 confidentiality, 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 directors on the board of directors, or on the board committee, constitutes a quorum for purposes of action that complies with this section. (d) Where directors’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction 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 directors 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.]

Idaho Code § 30-29-863 SHAREHOLDERS’ ACTION.

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 subsection (b) of this section; and (3) Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them. In the case of shareholders’ 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 transaction 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 respect 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 transaction or a related person of the director, not including a person described 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, shareholders’ 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 intended 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 considers 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 transaction by reason of the articles of incorporation or the bylaws or a provision of law, independent action to satisfy those authorization requirements shall be taken by the shareholders, in which action shares that are not qualified 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.]

Idaho Code § 30-29-870 BUSINESS OPPORTUNITIES.

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 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: (1) Before the director, officer, or other person becomes legally obligated 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 interest 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 making 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 officer; or (2) The duty to offer the corporation the business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted, and where required, made effective by action of qualified 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 opportunity by a director or officer, directly, or indirectly through or on behalf of another person, the fact that the director or officer did not employ 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 presented 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.]

Source: Idaho State Legislature (legislature.idaho.gov)URL: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH29PT8/Fetched: 10/20/2026