HOUSE BILL NO. 671

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Bill Status



H0671...........................................................by BUSINESS
BUSINESS CORPORATIONS - Amends, repeals and adds to existing law to revise
the "Idaho Business Corporation Act."
                                                                        
02/12    House intro - 1st rdg - to printing
02/13    Rpt prt - to Bus
02/26    Rpt out - rec d/p - to 2nd rdg
02/27    2nd rdg - to 3rd rdg
03/02    3rd rdg - PASSED - 66-0-4
      AYES -- Andersen, Barraclough, Barrett, Bauer, Bayer, Bedke, Bell,
      Black, Block, Boe, Bolz, Bradford, Cannon, Clark, Collins, Crow,
      Cuddy, Deal, Denney, Douglas, Eberle, Edmunson, Ellsworth, Eskridge,
      Field(18), Field(23), Gagner, Garrett, Harwood, Henbest, Jaquet,
      Jones, Kellogg, Kulczyk, Lake, Langford, Langhorst, Martinez,
      McGeachin, McKague, Meyer, Miller, Mitchell, Naccarato, Nielsen,
      Pasley-Stuart, Raybould, Ridinger, Ring, Ringo, Roberts, Robison,
      Rydalch, Sali, Sayler, Schaefer, Shepherd, Shirley, Skippen,
      Smith(30), Smylie, Snodgrass, Stevenson, Trail(Bennett), Wills, Wood
      NAYS -- None
      Absent and excused -- Campbell, Moyle, Smith(24), Mr. Speaker
    Floor Sponsor - Smylie
    Title apvd - to Senate
03/03    Senate intro - 1st rdg - to Com/HuRes
03/10    Rpt out - rec d/p - to 2nd rdg
03/11    2nd rdg - to 3rd rdg
03/19    3rd rdg - PASSED - 35-0-0
      AYES -- Andreason, Bailey, Brandt, Bunderson, Burkett(Maxand),
      Burtenshaw, Calabretta, Cameron, Compton, Darrington, Davis, Gannon,
      Geddes, Goedde, Hill, Ingram, Kennedy, Keough, Little, Lodge,
      Malepeai, Marley, McKenzie, McWilliams, Noble, Noh, Pearce,
      Richardson, Schroeder, Sorensen, Stegner, Stennett, Sweet, Werk,
      Williams
      NAYS -- None
      Absent and excused -- None
    Floor Sponsor - Davis
    Title apvd - to House
03/20    To enrol - Rpt enrol - Sp signed - Pres signed
03/22    To Governor
03/24    Governor signed
         Session Law Chapter 324
         Effective: 07/01/04

Bill Text


                                                                        
                                                                        
  ]]]]              LEGISLATURE OF THE STATE OF IDAHO             ]]]]
 Fifty-seventh Legislature                 Second Regular Session - 2004
                                                                        
                                                                        
                              IN THE HOUSE OF REPRESENTATIVES
                                                                        
                                     HOUSE BILL NO. 671
                                                                        
                                   BY BUSINESS COMMITTEE
                                                                        
  1                                        AN ACT
  2    RELATING TO CORPORATIONS; AMENDING SECTION 30-1-120,  IDAHO  CODE,  TO  REVISE
  3        DESCRIPTIVE LANGUAGE AND TO PROVIDE THAT CERTAIN PROVISIONS APPLY WHEN THE
  4        TERMS OF A PLAN OR FILED DOCUMENT ARE PERMITTED TO BE DEPENDENT UPON FACTS
  5        OBJECTIVELY  ASCERTAINABLE  OUTSIDE  THE  PLAN OR FILED DOCUMENT; AMENDING
  6        SECTION 30-1-140, IDAHO CODE,  TO  REVISE  DEFINITIONS;  AMENDING  SECTION
  7        30-1-202, IDAHO CODE, TO PROVIDE THAT PROVISIONS OF THE ARTICLES OF INCOR-
  8        PORATION  MAY  BE MADE DEPENDENT UPON FACTS OBJECTIVELY ASCERTAINABLE OUT-
  9        SIDE THE ARTICLES OF INCORPORATION; AMENDING SECTION 30-1-601, IDAHO CODE,
 10        TO REVISE PROVISIONS APPLICABLE TO  AUTHORIZED  SHARES;  AMENDING  SECTION
 11        30-1-602, IDAHO CODE, TO PROVIDE THAT THE BOARD OF DIRECTORS MAY TAKE CER-
 12        TAIN  ACTIONS  RELATED TO THE CLASSIFICATION OR RECLASSIFICATION OF SHARES
 13        WITHOUT SHAREHOLDER APPROVAL IF PERMITTED BY THE  ARTICLES  OF  INCORPORA-
 14        TION,  TO REQUIRE THE BOARD TO DETERMINE THE TERMS AS PROVIDED BY STATUTE,
 15        TO REMOVE LANGUAGE REQUIRING EACH SERIES TO BE GIVEN A DISTINGUISHING DES-
 16        IGNATION, TO REMOVE LANGUAGE PROVIDING THAT ALL SHARES OF  A  SERIES  MUST
 17        HAVE  CERTAIN  TERMS IDENTICAL WITH THOSE OF OTHER SHARES AND OTHER SERIES
 18        AND TO REVISE REQUIREMENTS RELATING TO REQUIRED TERMS FOR FILING  ARTICLES
 19        OF  AMENDMENT;  AMENDING SECTION 30-1-621, IDAHO CODE, TO PROVIDE THAT THE
 20        ISSUANCE OF SHARES  AND  CERTAIN  OTHER  SECURITIES  REQUIRES  SHAREHOLDER
 21        APPROVAL  IN CERTAIN CIRCUMSTANCES, TO SET FORTH REQUIREMENTS FOR THE VOT-
 22        ING POWER OF SHARES AND TO PROVIDE THAT A SERIES OF TRANSACTIONS IS  INTE-
 23        GRATED UNDER CERTAIN CONDITIONS; AMENDING SECTION 30-1-624, IDAHO CODE, TO
 24        REVISE  PROVISIONS APPLICABLE TO SHARE OPTIONS; AMENDING SECTION 30-1-631,
 25        IDAHO CODE, TO PROVIDE A CODE REFERENCE, TO REMOVE LANGUAGE  STATING  THAT
 26        THE BOARD MAY ADOPT ARTICLES OF AMENDMENT WITHOUT SHAREHOLDER APPROVAL AND
 27        TO  REMOVE LANGUAGE SETTING FORTH REQUIREMENTS FOR ARTICLES; AMENDING SEC-
 28        TION 30-1-640, IDAHO CODE, TO PROVIDE THAT THE SECTION DOES NOT  APPLY  TO
 29        CERTAIN  DISTRIBUTIONS  IN  LIQUIDATION;  AMENDING SECTION 30-1-702, IDAHO
 30        CODE, TO PROVIDE THAT THE ARTICLES OF INCORPORATION MAY  FIX  A  LOWER  OR
 31        HIGHER PERCENTAGE OF VOTES RELATED TO SPECIAL MEETINGS OF SHAREHOLDERS AND
 32        TO PROVIDE THAT UNLESS OTHERWISE PROVIDED IN THE ARTICLES A WRITTEN DEMAND
 33        FOR  A  SPECIAL  MEETING  MAY  BE  REVOKED  BY A WRITING; AMENDING SECTION
 34        30-1-704, IDAHO CODE, TO REQUIRE THAT WRITTEN CONSENTS BEAR A DATED SIGNA-
 35        TURE, TO PROVIDE THAT A WRITTEN CONSENT  SHALL  NOT  BE  EFFECTIVE  UNLESS
 36        WRITTEN  CONSENTS SIGNED BY ALL SHAREHOLDERS ENTITLED TO VOTE ARE RECEIVED
 37        BY THE CORPORATION WITHIN A STATED TIME PERIOD AND TO PROVIDE THAT A WRIT-
 38        TEN CONSENT MAY BE REVOKED BY A WRITING; AMENDING PART 7, CHAPTER 1, TITLE
 39        30, IDAHO CODE, BY THE ADDITION OF A NEW SECTION 30-1-708, IDAHO CODE,  TO
 40        PROVIDE  FOR  THE  CONDUCT  OF  MEETINGS; AMENDING SECTION 30-1-722, IDAHO
 41        CODE,  TO  REVISE  PROVISIONS  APPLICABLE  TO  PROXIES;  AMENDING  SECTION
 42        30-1-724, IDAHO CODE, TO PROVIDE CODE REFERENCES; AMENDING PART 7, CHAPTER
 43        1, TITLE 30, IDAHO CODE, BY THE ADDITION OF A NEW SECTION 30-1-729,  IDAHO
 44        CODE,  TO  PROVIDE FOR INSPECTORS OF ELECTIONS; AMENDING SECTION 30-1-801,
 45        IDAHO CODE, TO PROVIDE CLARIFYING  LANGUAGE;  AMENDING  SECTION  30-1-803,
 46        IDAHO  CODE,  TO  PROVIDE THAT THE NUMBER OF DIRECTORS MAY BE INCREASED OR
                                                                        
                                           2
                                                                        
  1        DECREASED BY AMENDMENT TO OR AS PROVIDED IN THE ARTICLES OF  INCORPORATION
  2        OR  BYLAWS  AND TO REMOVE OTHER LANGUAGE REFERRING TO THE NUMBER OF DIREC-
  3        TORS;  AMENDING  SECTION  30-1-806,  IDAHO  CODE,   TO   REMOVE   LANGUAGE
  4        REFERENCING  NINE  OR  MORE  DIRECTORS AND TO PROVIDE THAT THE ARTICLES OF
  5        INCORPORATION MAY PROVIDE FOR STAGGERING THE TERMS OF DIRECTORS;  AMENDING
  6        SECTION  30-1-809,  IDAHO  CODE,  TO  REVISE  PROVISIONS APPLICABLE TO THE
  7        REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING;  AMENDING  SECTION  30-1-821,
  8        IDAHO  CODE,  TO  REVISE  PROVISIONS APPLICABLE TO ACTIONS TAKEN WITHOUT A
  9        MEETING OF THE BOARD OF DIRECTORS; AMENDING SECTION 30-1-825, IDAHO  CODE,
 10        TO  REVISE  PROVISIONS  APPLICABLE  TO  COMMITTEES CREATED BY THE BOARD OF
 11        DIRECTORS; AMENDING SECTION 30-1-830,  IDAHO  CODE,  TO  REVISE  STANDARDS
 12        APPLICABLE  TO MEMBERS OF THE BOARD OF DIRECTORS; AMENDING PART 8, CHAPTER
 13        1, TITLE 30, IDAHO CODE, BY THE ADDITION OF A NEW SECTION 30-1-831,  IDAHO
 14        CODE,  TO SET FORTH STANDARDS OF LIABILITY FOR DIRECTORS; AMENDING SECTION
 15        30-1-833, IDAHO CODE, TO REVISE PROVISIONS APPLICABLE TO THE LIABILITY  OF
 16        DIRECTORS  FOR  UNLAWFUL  DISTRIBUTIONS;  AMENDING SECTION 30-1-840, IDAHO
 17        CODE, TO PROVIDE THAT A CORPORATION  HAS  THE  OFFICES  DESCRIBED  IN  THE
 18        BYLAWS  OR  DESIGNATED  BY  THE BOARD, TO PROVIDE THAT THE BOARD MAY ELECT
 19        INDIVIDUALS TO FILL OFFICES OF THE CORPORATION AND  TO  PROVIDE  THAT  THE
 20        BYLAWS  OR BOARD SHALL ASSIGN TO AN OFFICER THE RESPONSIBILITY FOR PREPAR-
 21        ING THE MINUTES OF MEETINGS AND MAINTAINING AND AUTHENTICATING THE RECORDS
 22        OF THE CORPORATION; AMENDING SECTION 30-1-842, IDAHO CODE, TO REVISE  PRO-
 23        VISIONS  APPLICABLE TO THE STANDARDS OF CONDUCT FOR OFFICERS OF A CORPORA-
 24        TION; AMENDING SECTION 30-1-843, IDAHO CODE,  TO  REVISE  TERMINOLOGY,  TO
 25        PROVIDE THAT THE BOARD OR APPOINTING OFFICER MAY FILL A PENDING VACANCY IN
 26        CERTAIN SITUATIONS AND SET FORTH WHO MAY REMOVE AN OFFICER WITH OR WITHOUT
 27        CAUSE;  AMENDING  SECTION  30-1-858, IDAHO CODE, TO PROVIDE A CORRECT CODE
 28        REFERENCE; AMENDING CHAPTER 1, TITLE 30, IDAHO CODE, BY THE ADDITION OF  A
 29        NEW  PART  9,  CHAPTER  1,  TITLE  30, IDAHO CODE, TO PROVIDE FOR EXCLUDED
 30        TRANSACTIONS, TO REQUIRE PRIOR APPROVAL FOR CERTAIN TRANSACTIONS, TO  PRO-
 31        VIDE  FOR  DOMESTICATION,  TO PROVIDE FOR ARTICLES OF DOMESTICATION AND TO
 32        PROVIDE FOR THE EFFECT OF DOMESTICATION; AMENDING SECTION 30-1-1001, IDAHO
 33        CODE, TO REVISE LANGUAGE APPLICABLE TO THE AUTHORITY OF A  CORPORATION  TO
 34        AMEND  ITS  ARTICLES  OF INCORPORATION; AMENDING  SECTION 30-1-1002, IDAHO
 35        CODE, TO REDESIGNATE THE SECTION AND TO REVISE  PROVISIONS  APPLICABLE  TO
 36        THE  AMENDMENT  OF  ARTICLES  OF INCORPORATION BY THE BOARD WITHOUT SHARE-
 37        HOLDER APPROVAL; AMENDING SECTION 30-1-1003, IDAHO CODE, TO REVISE  PROVI-
 38        SIONS APPLICABLE TO THE ADOPTION OF AN AMENDMENT TO THE ARTICLES OF INCOR-
 39        PORATION   WHERE   A  CORPORATION  HAS  ISSUED  SHARES;  AMENDING  SECTION
 40        30-1-1004, IDAHO CODE, TO PROVIDE THAT EXCEPT AS OTHERWISE PROVIDED IN THE
 41        ARTICLES OF INCORPORATION THE VOTING AND NONVOTING  HOLDERS  OF  THE  OUT-
 42        STANDING SHARES OF A CLASS ARE ENTITLED TO VOTE AS A SEPARATE VOTING GROUP
 43        ON  A  PROPOSED  AMENDMENT  TO THE ARTICLES OF INCORPORATION UNDER CERTAIN
 44        CONDITIONS, TO REVISE TERMINOLOGY, TO PROVIDE CLARIFYING LANGUAGE, TO PRO-
 45        VIDE THAT UNDER CERTAIN CONDITIONS THE HOLDERS OF SHARES MUST  VOTE  AS  A
 46        SINGLE  VOTING GROUP UNLESS OTHERWISE PROVIDED IN THE ARTICLES OF INCORPO-
 47        RATION OR UNLESS OTHERWISE REQUIRED BY THE BOARD AND  TO  REMOVE  LANGUAGE
 48        PROVIDING  THAT  A  CLASS  OR  SERIES OF SHARES HAS CERTAIN VOTING RIGHTS;
 49        AMENDING SECTION 30-1-1005, IDAHO CODE, TO REDESIGNATE THE SECTION AND  TO
 50        PROVIDE  THAT THE BOARD OF DIRECTORS OF A CORPORATION OR ITS INCORPORATORS
 51        IF IT HAS NO BOARD MAY ADOPT AMENDMENTS TO THE ARTICLES OF  INCORPORATION;
 52        AMENDING SECTION 30-1-1006, IDAHO CODE, TO REVISE PROVISIONS APPLICABLE TO
 53        ARTICLES  OF  AMENDMENT; AMENDING SECTION 30-1-1007, IDAHO CODE, TO REVISE
 54        PROVISIONS APPLICABLE TO RESTATED ARTICLES OF INCORPORATION; AMENDING SEC-
 55        TION 30-1-1008, IDAHO CODE, TO PROVIDE THAT ARTICLES OF INCORPORATION  MAY
                                                                        
                                           3
                                                                        
  1        BE  AMENDED  WITHOUT  BOARD  OR  SHAREHOLDER ACTION TO CARRY OUT A PLAN OF
  2        REORGANIZATION ORDERED OR DECREED BY A COURT UNDER THE AUTHORITY  OF  FED-
  3        ERAL  LAW AND TO REMOVE LANGUAGE PROVIDING THAT SHAREHOLDERS OF A CORPORA-
  4        TION UNDERGOING REORGANIZATION DO NOT HAVE DISSENTERS'  RIGHTS  EXCEPT  AS
  5        PROVIDED  IN  THE  REORGANIZATION  PLAN; AMENDING SECTION 30-1-1009, IDAHO
  6        CODE, TO MAKE A GRAMMATICAL  CHANGE;  AMENDING  SECTION  30-1-1020,  IDAHO
  7        CODE,  TO REVISE PROVISIONS APPLICABLE TO AMENDMENT OF BYLAWS BY THE BOARD
  8        OF DIRECTORS OR SHAREHOLDERS; REPEALING  SECTION  30-1-1021,  IDAHO  CODE,
  9        RELATING  TO  BYLAWS THAT INCREASE QUORUM OR VOTING REQUIREMENTS; AMENDING
 10        SECTION 30-1-1022, IDAHO CODE, TO REDESIGNATE THE SECTION  AND  TO  REVISE
 11        PROVISIONS  APPLICABLE  TO  BYLAWS THAT INCREASE QUORUM OR VOTING REQUIRE-
 12        MENTS FOR DIRECTORS; AMENDING PART 11, CHAPTER 1, TITLE 30, IDAHO CODE, BY
 13        THE ADDITION OF A NEW SECTION 30-1-1101,  IDAHO  CODE,  TO  DEFINE  TERMS;
 14        AMENDING  SECTION 30-1-1101, IDAHO CODE, TO REDESIGNATE THE SECTION AND TO
 15        REVISE PROVISIONS APPLICABLE TO MERGERS; AMENDING SECTION 30-1-1102, IDAHO
 16        CODE, TO REDESIGNATE THE SECTION AND TO REVISE  PROVISIONS  APPLICABLE  TO
 17        SHARE  EXCHANGES;  AMENDING  SECTION 30-1-1103, IDAHO CODE, TO REDESIGNATE
 18        THE SECTION AND TO REVISE PROVISIONS APPLICABLE  TO  ACTIONS  ON  A  PLAN,
 19        MERGER  OR  SHARE  EXCHANGE;  AMENDING  SECTION  30-1-1104, IDAHO CODE, TO
 20        REDESIGNATE THE SECTION AND TO REVISE  PROVISIONS  APPLICABLE  TO  MERGERS
 21        BETWEEN PARENTS AND SUBSIDIARIES OR BETWEEN SUBSIDIARIES; AMENDING SECTION
 22        30-1-1105, IDAHO CODE, TO REDESIGNATE THE SECTION AND TO REVISE PROVISIONS
 23        APPLICABLE  TO  ARTICLES  OF  MERGER  OR  SHARE EXCHANGE; AMENDING SECTION
 24        30-1-1106, IDAHO CODE, TO REDESIGNATE THE SECTION AND TO REVISE PROVISIONS
 25        APPLICABLE TO THE EFFECT OF A MERGER OR SHARE EXCHANGE; REPEALING  SECTION
 26        30-1-1107, IDAHO CODE, RELATING TO MERGERS OR SHARE EXCHANGES WITH FOREIGN
 27        CORPORATIONS;  AMENDING  PART  11, CHAPTER 1, TITLE 30, IDAHO CODE, BY THE
 28        ADDITION OF A NEW SECTION 30-1-1108, IDAHO CODE, TO PROVIDE FOR THE  ABAN-
 29        DONMENT  OF  A MERGER OR SHARE EXCHANGE; AMENDING THE HEADING FOR PART 12,
 30        CHAPTER 1, TITLE 30, IDAHO CODE; AMENDING SECTION 30-1-1201,  IDAHO  CODE,
 31        TO  PROVIDE  FOR  THE  DISPOSITION  OF  ASSETS  NOT  REQUIRING SHAREHOLDER
 32        APPROVAL AND TO REMOVE LANGUAGE REFERENCING THE SALE IN THE REGULAR COURSE
 33        OF BUSINESS AND MORTGAGE OF  ASSETS;  AMENDING  SECTION  30-1-1202,  IDAHO
 34        CODE,  TO  REMOVE  LANGUAGE PROVIDING FOR THE SALE OF ASSETS OTHER THAN IN
 35        THE REGULAR COURSE OF BUSINESS AND TO PROVIDE FOR SHAREHOLDER APPROVAL  OF
 36        CERTAIN  DISPOSITIONS;  AMENDING THE HEADING FOR PART 13, CHAPTER 1, TITLE
 37        30, IDAHO CODE; AMENDING SECTION 30-1-1301, IDAHO CODE, TO ADD, REVISE AND
 38        REMOVE DEFINITIONS; AMENDING SECTION 30-1-1302, IDAHO CODE, TO REVISE PRO-
 39        VISIONS APPLICABLE TO A SHAREHOLDER'S RIGHT TO APPRAISAL; AMENDING SECTION
 40        30-1-1303, IDAHO CODE, TO REVISE PROVISIONS APPLICABLE TO THE ASSERTION OF
 41        RIGHTS BY NOMINEES AND  BENEFICIAL  OWNERS;  AMENDING  SECTION  30-1-1320,
 42        IDAHO  CODE,  TO  REVISE  PROVISIONS APPLICABLE TO THE NOTICE OF APPRAISAL
 43        RIGHTS; AMENDING SECTION 30-1-1321, IDAHO CODE, TO PROVIDE THAT IF A  PRO-
 44        POSED CORPORATION ACTION REQUIRING APPRAISAL RIGHTS IS SUBMITTED TO A VOTE
 45        AT  A  SHAREHOLDERS'  MEETING A SHAREHOLDER WHO WISHES TO ASSERT APPRAISAL
 46        RIGHTS WITH RESPECT TO ANY CLASS OR SERIES OF SHARES MUST  FOLLOW  CERTAIN
 47        CONDITIONS  AND  TO  REMOVE  LANGUAGE  REFERENCING A SHAREHOLDER'S SHARES;
 48        AMENDING SECTION 30-1-1322, IDAHO CODE, TO REVISE PROVISIONS APPLICABLE TO
 49        APPRAISAL NOTICES AND FORMS; AMENDING SECTION 30-1-1323,  IDAHO  CODE,  TO
 50        REMOVE LANGUAGE REFERRING TO THE DUTY TO DEMAND PAYMENT AND TO PROVIDE FOR
 51        THE  PERFECTION  OF  RIGHTS AND THE RIGHT TO WITHDRAWAL FROM THE APPRAISAL
 52        PROCESS; REPEALING  SECTION  30-1-1324,  IDAHO  CODE,  RELATING  TO  SHARE
 53        RESTRICTIONS;  AMENDING  SECTION 30-1-1325, IDAHO CODE, TO REDESIGNATE THE
 54        SECTION AND TO REVISE PROVISIONS APPLICABLE TO PAYMENT; REPEALING  SECTION
 55        30-1-1326, IDAHO CODE, RELATING TO A CORPORATION'S FAILURE TO TAKE ACTION;
                                                                        
                                           4
                                                                        
  1        AMENDING  SECTION 30-1-1327, IDAHO CODE, TO REDESIGNATE THE SECTION AND TO
  2        REVISE PROVISIONS APPLICABLE TO AFTER-ACQUIRED  SHARES;  AMENDING  SECTION
  3        30-1-1328, IDAHO CODE, TO REDESIGNATE THE SECTION AND TO REVISE PROVISIONS
  4        APPLICABLE  TO  PROCEDURES WHERE A SHAREHOLDER IS DISSATISFIED WITH A PAY-
  5        MENT OR OFFER; AMENDING SECTION 30-1-1330, IDAHO CODE,  TO  REVISE  PROVI-
  6        SIONS APPLICABLE TO COURT ACTIONS FOR UNSETTLED PAYMENTS; AMENDING SECTION
  7        30-1-1331,  IDAHO CODE, TO REVISE PROVISIONS APPLICABLE TO COURT COSTS AND
  8        COUNSEL FEES IN APPRAISAL PROCEEDINGS; AMENDING SECTION  30-1-1402,  IDAHO
  9        CODE,  TO  REMOVE A CODE REFERENCE AND TO PROVIDE THAT UNLESS THE ARTICLES
 10        OF INCORPORATION OR BOARD OF DIRECTORS REQUIRE A GREATER VOTE,  A  GREATER
 11        NUMBER  OF  SHARES TO BE PRESENT OR A VOTE BY VOTING GROUPS, ADOPTION OF A
 12        PROPOSAL TO DISSOLVE REQUIRES APPROVAL OF SHAREHOLDERS  AT  A  MEETING  AT
 13        WHICH A QUORUM CONSISTING OF AT LEAST A MAJORITY OF ENTITLED VOTES EXISTS;
 14        AMENDING SECTION 30-1-1403, IDAHO CODE, TO REVISE PROVISIONS APPLICABLE TO
 15        ARTICLES OF DISSOLUTION; AMENDING SECTION 30-1-1404, IDAHO CODE, TO REMOVE
 16        A  CODE REFERENCE; AMENDING SECTION 30-1-1406, IDAHO CODE, TO PROVIDE THAT
 17        A DISSOLVED CORPORATION MAY DISPOSE OF THE  KNOWN  CLAIMS  AGAINST  IT  BY
 18        NOTIFYING  ITS  KNOWN  CLAIMANTS IN WRITING OF THE DISSOLUTION AT ANY TIME
 19        AFTER ITS EFFECTIVE DATE;  AMENDING  SECTION  30-1-1407,  IDAHO  CODE,  TO
 20        REVISE  PROVISIONS APPLICABLE TO OTHER CLAIMS AGAINST A DISSOLVED CORPORA-
 21        TION; AMENDING PART 14, CHAPTER 1, TITLE 30, IDAHO CODE, BY  THE  ADDITION
 22        OF  A NEW SECTION 30-1-1408, IDAHO CODE, TO PROVIDE FOR COURT PROCEEDINGS;
 23        AMENDING PART 14, CHAPTER 1, TITLE 30, IDAHO CODE, BY THE  ADDITION  OF  A
 24        NEW  SECTION 30-1-1409, IDAHO CODE, TO SET FORTH DIRECTOR DUTIES; AMENDING
 25        SECTION 30-1-1601, IDAHO CODE, TO REVISE THE RECORDS  A  CORPORATION  MUST
 26        KEEP  AT  ITS PRINCIPAL OFFICE; AMENDING SECTION 30-1-1603, IDAHO CODE, TO
 27        MAKE A GRAMMATICAL CHANGE, TO REMOVE A REFERENCE TO  PHOTOGRAPHIC  COPIES,
 28        TO PROVIDE FOR THE RIGHT TO RECEIVE COPIES THROUGH AN ELECTRONIC TRANSMIS-
 29        SION  IF AVAILABLE AND REQUESTED, TO PROVIDE THAT A CORPORATION MAY COMPLY
 30        WITH A SHAREHOLDER'S DEMAND FOR RECORD  INSPECTION  AT  THE  CORPORATION'S
 31        EXPENSE  AND TO PROVIDE A REFERENCE TO THE TRANSMISSION OF RECORDS; AMEND-
 32        ING PART 16, CHAPTER 1, TITLE 30, IDAHO CODE, BY THE  ADDITION  OF  A  NEW
 33        SECTION 30-1-1605, IDAHO CODE, TO PROVIDE FOR THE INSPECTION OF RECORDS BY
 34        DIRECTORS;  AND  AMENDING PART 16, CHAPTER 1, TITLE 30, IDAHO CODE, BY THE
 35        ADDITION OF A NEW SECTION 30-1-1606, IDAHO CODE, TO PROVIDE FOR EXCEPTIONS
 36        TO THE NOTICE REQUIREMENT.
                                                                        
 37    Be It Enacted by the Legislature of the State of Idaho:
                                                                        
 38        SECTION 1.  That Section 30-1-120, Idaho Code, be, and the same is  hereby
 39    amended to read as follows:
                                                                        
 40        30-1-120.    FILING  REQUIREMENTS  FOR DOCUMENTS -- EXTRINSIC FACTS. (1) A
 41    document must satisfy the requirements of this section, and of any other  sec-
 42    tion  that  adds  to or varies these requirements, to be entitled to filing by
 43    the secretary of state.
 44        (2)  This chapter must require or permit filing the document in the office
 45    of the secretary of state.
 46        (3)  The document must contain the information required by  this  chapter.
 47    It may contain other information as well.
 48        (4)  The  document  must  be  typewritten or printed or, if electronically
 49    transmitted, it must be in a format that can be  retrieved  or  reproduced  in
 50    typewritten or printed form.
 51        (5)  The  document must be in the English language.  A corporate name need
 52    not be in English if written in English letters or Arabic or  Roman  numerals,
                                                                        
                                           5
                                                                        
  1    and  the certificate of existence required of foreign corporations need not be
  2    in English if accompanied by a reasonably authenticated English translation.
  3        (6)  Except as otherwise permitted by section 30-1-1622, Idaho  Code,  the
  4    document must be executed:
  5        (a)  By  the  chairman  of the board of directors of a domestic or foreign
  6        corporation, by its president, or by another of its officers;
  7        (b)  If directors have not been selected or the corporation has  not  been
  8        formed, by an incorporator; or
  9        (c)  If  the  corporation  is in the hands of a receiver, trustee or other
 10        court-appointed fiduciary, by that fiduciary.
 11        (7)  The person executing the document shall sign it and state beneath  or
 12    opposite  his signature his name and the capacity in which he signs. The docu-
 13    ment may but  need not contain a corporate seal,  attestation,  acknowledgment
 14    or verification.
 15        (8)  If  the  secretary  of  state has prescribed a mandatory form for the
 16    document under section 30-1-121, Idaho Code, the document must be in or on the
 17    prescribed form.
 18        (9)  The document must be delivered to the  office  of  the  secretary  of
 19    state  for  filing.  Delivery may be made by electronic transmission if and to
 20    the extent permitted by the secretary of state.  If it is filed in typewritten
 21    or printed form and not transmitted electronically, the secretary of state may
 22    require one (1) exact or conformed copy to be  delivered  with  the  document,
 23    except as provided in sections 30-1-503 and 30-1-1509, Idaho Code.
 24        (10) When  the  document  is  delivered  to the office of the secretary of
 25    state for filing, the correct  filing  fee,  and  any  other  fee  or  penalty
 26    required  to  be  paid  therewith by this chapter or other law must be paid or
 27    provision for payment made in a manner permitted by the secretary of state.
 28        (11) Whenever a provision of this chapter permits any of the  terms  of  a
 29    plan  or a filed document to be dependent upon facts objectively ascertainable
 30    outside the plan or filed document, the following provisions apply:
 31        (a)  The manner in which the facts will operate upon the terms of the plan
 32        or filed document shall be set forth in the plan or filed document.
 33        (b)  The facts may include, but are not limited to:
 34             (i)   Any of the following that are available in a nationally  recog-
 35             nized  news  or information medium either in print or electronically:
 36             statistical or market indices, market prices of any security or group
 37             of securities, interest rates, currency exchange  rates,  or  similar
 38             economic or financial data;
 39             (ii)  A  determination or action by any person or body, including the
 40             corporation or any other party to a plan or filed document; or
 41             (iii) The terms of, or actions taken under, an agreement or  document
 42             to  which the corporation is a party, or any other agreement or docu-
 43             ment.
 44        (c)  As used in this subsection:
 45             (i)   "Filed document" means a document filed with the  secretary  of
 46             state  under  any provision of this chapter except part 15 or section
 47             30-1-1622, Idaho Code; and
 48             (ii)  "Plan" means a plan of domestication, merger or share exchange.
 49        (d)  The following provisions of a plan or filed document may not be  made
 50        dependent upon facts outside the plan or filed document:
 51             (i)   The  name  and  address of any person required in a filed docu-
 52             ment;
 53             (ii)  The registered office of any entity required in a  filed  docu-
 54             ment;
 55             (iii) The  registered  agent  of any entity required in a filed docu-
                                                                        
                                           6
                                                                        
  1             ment;
  2             (iv)  The number of authorized shares and designation of  each  class
  3             or series of shares;
  4             (v)   The effective date of a filed document;
  5             (vi)  Any required statement in a filed document of the date on which
  6             the  underlying  transaction was approved or the manner in which that
  7             approval was given.
  8        (e)  If a provision of a filed document is  made  dependent  upon  a  fact
  9        ascertainable  outside  of the filed document, and that fact is not ascer-
 10        tainable by reference to a source described in  subsection  (11)(b)(i)  of
 11        this  section  or  a  document  that  is a matter of public record, or the
 12        affected shareholders have not received notice of the fact from the corpo-
 13        ration, then the corporation shall file with the secretary of state  arti-
 14        cles  of amendment setting forth the fact promptly after the time when the
 15        fact referred to is first ascertainable  or thereafter  changes.  Articles
 16        of  amendment under this subsection (11)(e) are deemed to be authorized by
 17        the authorization of the original filed document or  plan  to  which  they
 18        relate  and  may be filed by the corporation without further action by the
 19        board of directors or the shareholders.
                                                                        
 20        SECTION 2.  That Section 30-1-140, Idaho Code, be, and the same is  hereby
 21    amended to read as follows:
                                                                        
 22        30-1-140.  CHAPTER DEFINITIONS. In this chapter:
 23        (1)  "Articles  of  incorporation" includes amended and restated means the
 24    original articles of incorporation, all amendments thereof, and any other doc-
 25    uments permitted or required to be filed by a  domestic  business  corporation
 26    with the secretary of state under any provision of this chapter except section
 27    30-1-1622,  Idaho Code. If an amendment of the articles of merger or any docu-
 28    ment filed under this chapter restates the articles in their entirety, thence-
 29    forth the "articles" shall not include any prior documents.
 30        (2)  "Authorized shares" means the shares of all  classes  a  domestic  or
 31    foreign corporation is authorized to issue.
 32        (3)  "Conspicuous"  means so written that a reasonable person against whom
 33    the writing is to operate should have noticed it.  For  example,  printing  in
 34    italics or boldface or contrasting color, or typing in capitals or underlined,
 35    is conspicuous.
 36        (4)  "Corporation," or "domestic corporation" or "domestic business corpo-
 37    ration"  means  a  corporation for profit, which is not a foreign corporation,
 38    incorporated under or subject to the provisions of this chapter.
 39        (5)  "Deliver" or "delivery" means any method of delivery used in  conven-
 40    tional  commercial  practice,  including  delivery  by  hand, mail, commercial
 41    delivery and electronic transmission.
 42        (6)  "Distribution" means a direct or indirect transfer of money or  other
 43    property,  except  its own shares, or incurrence of indebtedness by a corpora-
 44    tion to or for the benefit of its  shareholders  in  respect  of  any  of  its
 45    shares.   A  distribution  may be in the form of a declaration or payment of a
 46    dividend; a purchase, redemption, or other acquisition of shares; a  distribu-
 47    tion of indebtedness; or otherwise.
 48        (7)  "Domestic unincorporated entity" means an unincorporated entity whose
 49    internal affairs are governed by the laws of this state.
 50        (8)  "Effective  date  of  notice"  is  defined in section 30-1-141, Idaho
 51    Code.
 52        (89)  "Electronic transmission" or "electronically transmitted" means  any
 53    process of communication not directly involving the physical transfer of paper
                                                                        
                                           7
                                                                        
  1    that is suitable for the retention, retrieval and reproduction in written form
  2    of information by the recipient.
  3        (10) "Eligible  entity"  means a domestic or foreign unincorporated entity
  4    or a domestic or foreign nonprofit corporation.
  5        (11) "Eligible interests" means interests or memberships.
  6        (912) "Employee" includes an officer but not a director.  A  director  may
  7    accept duties that make him also an employee.
  8        (103) "Entity"  includes domestic and foreign business corporation; domes-
  9    tic and foreign nonprofit  corporation;  not-for-profit  corporation;  limited
 10    liability company; profit and not-for-profit unincorporated association; busi-
 11    ness  trust, estate;, partnership, trust; and two (2) or more persons having a
 12    joint or common economic interest domestic and foreign unincorporated  entity;
 13    and state, United States and foreign government.
 14        (14)  The  phrase  "facts  objectively  ascertainable  outside the plan or
 15    filed document" is as set forth in section 30-1-120(11), Idaho Code.
 16        (15)  "Filing entity" means an unincorporated entity that  is  of  a  type
 17    that is created by filing a public organic document.
 18        (116) "Foreign  corporation"  means a corporation incorporated under a law
 19    other than the law of this state, but does not  include  "federally  chartered
 20    corporations"  which are incorporated which would be a business corporation if
 21    incorporated under the laws of the United States this state.
 22        (17) "Foreign nonprofit  corporation"  means  a  corporation  incorporated
 23    under  a law other than the law of this state, which would be a nonprofit cor-
 24    poration if incorporated under the laws of this state.
 25        (18) "Foreign unincorporated entity" means an unincorporated entity  whose
 26    internal  affairs  are governed by an organic law of a jurisdiction other than
 27    this state.
 28        (129) "Governmental subdivision" includes authority, county, district  and
 29    municipality.
 30        (1320) "Includes" denotes a partial definition.
 31        (214) "Individual" includes the estate of an incompetent or deceased indi-
 32    vidual means a natural person.
 33        (22) "Interest"  means  either  or  both of the following rights under the
 34    organic law of an unincorporated entity:
 35        (a)  The right to receive distributions from  the  entity  either  in  the
 36        ordinary course or upon liquidation; or
 37        (b)  The  right to receive notice or vote on issues involving its internal
 38        affairs, other than as an agent, assignee, proxy or person responsible for
 39        managing its business and affairs.
 40        (23) "Interest holder" means a person who holds of record an interest.
 41        (1524) "Means" denotes an exhaustive definition.
 42        (25) "Membership" means the right of a member in  a  domestic  or  foreign
 43    nonprofit corporation.
 44        (26) "Nonfiling  entity"  means an unincorporated entity that is of a type
 45    that is not created by filing a public organic document.
 46        (27) "Nonprofit corporation" or "domestic nonprofit corporation"  means  a
 47    corporation  incorporated under the laws of this state and subject to the pro-
 48    visions of the Idaho nonprofit corporation act.
 49        (1628) "Notice" is defined in section 30-1-141, Idaho Code.
 50        (29) "Organic document" means a  public  organic  document  or  a  private
 51    organic document.
 52        (30) "Organic  law"  means the statute governing the internal affairs of a
 53    domestic or  foreign  business  or  nonprofit  corporation  or  unincorporated
 54    entity.
 55        (31) "Owner  liability" means personal liability for a debt, obligation or
                                                                        
                                           8
                                                                        
  1    liability of a domestic or foreign business or nonprofit corporation or  unin-
  2    corporated entity that is imposed on a person:
  3        (a)  Solely  by  reason of the person's status as a shareholder, member or
  4        interest holder; or
  5        (b)  By the articles of incorporation, bylaws or an organic document under
  6        a provision of the organic law of an entity authorizing  the  articles  of
  7        incorporation, bylaws or an organic document to make one (1) or more spec-
  8        ified  shareholders,  members or interest holders liable in their capacity
  9        as shareholders, members or interest holders for all or  specified  debts,
 10        obligations or liabilities of the entity.
 11        (1732) "Person" includes individual and entity.
 12        (1833) "Principal  office"  means  the office, in or out of this state, so
 13    designated in the annual report where the principal  executive  offices  of  a
 14    domestic or foreign corporation are located.
 15        (34) "Private  organic document" means any document, other than the public
 16    organic document, if any, that determines the internal governance of an  unin-
 17    corporated  entity.  Where  a  private  organic  document  has been amended or
 18    restated, the term means the private  organic  document  as  last  amended  or
 19    restated.
 20        (1935) "Proceeding"  includes  civil suit and criminal, administrative and
 21    investigatory action.
 22        (2036) "Receipt" of a document sent by first class mail, in the absence of
 23    evidence of earlier actual receipt by the addressee, means five (5) days after
 24    the document is mailed postpaid and correctly addressed "Public organic  docu-
 25    ment"  means the document, if any, that is filed of public record to create an
 26    unincorporated entity. Where a public organic document  has  been  amended  or
 27    restated,  the  term  means  the  public  organic  document as last amended or
 28    restated.
 29        (2137) "Record date" means the date established under part 6 or 7 of  this
 30    chapter,  on  which  a corporation determines the identity of its shareholders
 31    and their shareholdings for purposes  of  this  chapter.   The  determinations
 32    shall  be  made  as of the close of business on the record date unless another
 33    time for doing so is specified when the record date is fixed.
 34        (2238) "Secretary" means the corporate officer to whom the board of direc-
 35    tors has delegated responsibility under section 30-1-840(3), Idaho  Code,  for
 36    custody  of  the  minutes of the meetings of the board of directors and of the
 37    shareholders and for authenticating records of the corporation.
 38        (239) "Shareholder" means the person in whose name shares  are  registered
 39    in  the  records  of  a  corporation  or the beneficial owner of shares to the
 40    extent of the rights granted by a nominee certificate on file with a  corpora-
 41    tion.
 42        (240) "Shares"  means  the units into which the proprietary interests in a
 43    corporation are divided.
 44        (2541) "Sign" or "signature" includes any manual, facsimile, conformed  or
 45    electronic signature.
 46        (426) "State,"  when  referring to a part of the United States, includes a
 47    state and commonwealth, and their agencies and governmental subdivisions,  and
 48    a territory and insular possession, and their agencies and governmental subdi-
 49    visions, of the United States.
 50        (2743) "Subscriber" means a person who subscribes for shares in a corpora-
 51    tion, whether before or after incorporation.
 52        (2844) "Treasury  shares"  means  shares  of a corporation which have been
 53    issued, have been subsequently acquired by and belong to the corporation,  and
 54    have not, either by reason of the acquisition or thereafter, been cancelled or
 55    restored  to  the  status  of  authorized but unissued shares. Treasury shares
                                                                        
                                           9
                                                                        
  1    shall be deemed to be "issued" shares, but not "outstanding" shares.
  2        (45) "Unincorporated entity" means an  organization  or  artificial  legal
  3    person  that either has a separate legal existence or has the power to acquire
  4    an estate in real property in its own name and that is not any of the  follow-
  5    ing:  a  domestic  or  foreign business or nonprofit corporation, an estate, a
  6    trust, a state, the United States, or a foreign government. The term includes,
  7    without limitation, a general partnership, limited liability company,  limited
  8    partnership,  business  trust,  joint  stock association and incorporated non-
  9    profit association.
 10        (2946) "United States" includes district, authority,  bureau,  commission,
 11    department and any other agency of the United States.
 12        (3047) "Voting  group"  means  all  shares  of  one (1) or more classes or
 13    series that under the articles of incorporation or this chapter  are  entitled
 14    to  vote  and  be  counted  together  collectively on a matter at a meeting of
 15    shareholders.  All shares entitled by the articles of  incorporation  or  this
 16    chapter  to  vote generally on the matter are for that purpose a single voting
 17    group.
 18        (48) "Voting power" means the current power to vote  in  the  election  of
 19    directors.
                                                                        
 20        SECTION  3.  That Section 30-1-202, Idaho Code, be, and the same is hereby
 21    amended to read as follows:
                                                                        
 22        30-1-202.  ARTICLES OF INCORPORATION. (1) The  articles  of  incorporation
 23    must set forth:
 24        (a)  A  corporate name for the corporation that satisfies the requirements
 25        of section 30-1-401, Idaho Code;
 26        (b)  The number of shares the corporation is authorized to issue;
 27        (c)  The street address of the corporation's initial registered office and
 28        the name of its initial registered agent at that office; and
 29        (d)  The name and address of each incorporator.
 30        (2)  The articles of incorporation may set forth:
 31        (a)  The names and addresses of the individuals who are to  serve  as  the
 32        initial directors;
 33        (b)  Provisions not inconsistent with law regarding:
 34             (i)   The purpose or purposes for which the corporation is organized,
 35             (ii)  Managing  the business and regulating the affairs of the corpo-
 36             ration,
 37             (iii) Defining, limiting and regulating the powers  of  the  corpora-
 38             tion, its board of directors, and shareholders,
 39             (iv)  A par value for authorized shares or classes of shares,
 40             (v)   The  imposition  of  personal liability on shareholders for the
 41             debts of the corporation to a specified  extent  and  upon  specified
 42             conditions;
 43        (c)  Any  provision that under this chapter is required or permitted to be
 44        set forth in the bylaws;
 45        (d)  A provision eliminating or limiting the liability of  a  director  to
 46        the  corporation  or  its  shareholders  for  money damages for any action
 47        taken, or any failure to take any action, as a director, except  liability
 48        for:
 49             (i)   The  amount  of  a  financial benefit received by a director to
 50             which he is not entitled,
 51             (ii)  An intentional infliction of harm on  the  corporation  or  the
 52             shareholders,
 53             (iii) A violation of section 30-1-833, Idaho Code, or
                                                                        
                                           10
                                                                        
  1             (iv)  An intentional violation of criminal law; and
  2        (e)  A  provision  permitting  or  making  obligatory indemnification of a
  3        director for liability, as defined in section 30-1-850(5), Idaho Code,  to
  4        any  person  for any action taken, or any failure to take any action, as a
  5        director, except liability for:
  6             (i)   Receipt of a financial benefit to which he is not entitled,
  7             (ii)  An intentional infliction of harm on  the  corporation  or  its
  8             shareholders,
  9             (iii) A violation of section 30-1-833, Idaho Code, or
 10             (iv)  An intentional violation of criminal law.
 11        (3)  The articles of incorporation need not set forth any of the corporate
 12    powers enumerated in this chapter.
 13        (4)  Provisions  of  the  articles  of incorporation may be made dependent
 14    upon facts objectively ascertainable outside the articles of incorporation  in
 15    accordance with section 31-1-120(11), Idaho Code.
                                                                        
 16        SECTION  4.  That Section 30-1-601, Idaho Code, be, and the same is hereby
 17    amended to read as follows:
                                                                        
 18        30-1-601.  AUTHORIZED SHARES. (1) The articles of incorporation must  pre-
 19    scribe  the  set  forth  any  classes  of shares and series of shares within a
 20    class, and the number of shares of each class and series, that the corporation
 21    is authorized to issue. If more than one (1) class  or  series  of  shares  is
 22    authorized, the articles of incorporation must prescribe a distinguishing des-
 23    ignation for each class, or series and must describe, prior to the issuance of
 24    shares  of a class or series, the terms, including the preferences, rights and
 25    limitations and relative rights of that class must be described in  the  arti-
 26    cles  of  incorporation or series. Except to the extent varied as permitted by
 27    this section, aAll shares of a class or  series  must  have  terms,  including
 28    preferences,  rights  and  limitations, and relative rights that are identical
 29    with those of other shares of the same class except to  the  extent  otherwise
 30    permitted by section 30-1-602, Idaho Code or series.
 31        (2)  The articles of incorporation must authorize:
 32        (a)  One (1) or more classes or series of shares that together have unlim-
 33        ited voting rights; and
 34        (b)  One  (1)  or  more classes or series of shares, which may be the same
 35        class or classes as those with voting rights, that together  are  entitled
 36        to receive the net assets of the corporation upon dissolution.
 37        (3)  The  articles  of incorporation may authorize one (1) or more classes
 38    or series of shares that:
 39        (a)  Have special, conditional or limited voting rights, or  no  right  to
 40        vote, except to the extent prohibited otherwise provided by this chapter;
 41        (b)  Are  redeemable or convertible as specified in the articles of incor-
 42        poration:
 43             (i)   At the option of the corporation, the shareholder,  or  another
 44             person or upon the occurrence of a designated specified event;
 45             (ii)  For cash, indebtedness, securities or other property; and
 46             (iii) In a designated amount or in an At prices and in amounts speci-
 47             fied,  or  determined  in accordance with a designated formula; or by
 48             reference to extrinsic data or events;
 49        (c)  Entitle the  holders  to  distributions  calculated  in  any  manner,
 50        including  dividends  that  may  be cumulative, noncumulative or partially
 51        cumulative; or
 52        (d)  Have preference over any other class or series of shares with respect
 53        to distributions, including dividends and distributions upon the  dissolu-
                                                                        
                                           11
                                                                        
  1        tion of the corporation.
  2        (4)  Terms  of  shares may be made dependent upon facts objectively ascer-
  3    tainable outside the articles of  incorporation  in  accordance  with  section
  4    30-1-120(11), Idaho Code.
  5        (5)  Any  of  the terms of shares may vary among holders of the same class
  6    or series so long as such variations are expressly set forth in  the  articles
  7    of incorporation.
  8        (6)  The  description of the designations, preferences, rights and limita-
  9    tions and relative rights of share classes or series of shares  in  subsection
 10    (3) of this section is not exhaustive.
                                                                        
 11        SECTION  5.  That Section 30-1-602, Idaho Code, be, and the same is hereby
 12    amended to read as follows:
                                                                        
 13        30-1-602.  TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS.  (1)
 14    If  the  articles  of  incorporation so provide, the board of directors may is
 15    authorized, without shareholder approval, to:
 16        (a)  Classify any unissued shares into one (1) or more classes or into one
 17        (1) or more series within a class;
 18        (b)  Reclassify any unissued shares of any class  into  one  (1)  or  more
 19        classes or into one (1) or more series within one (1) or more classes; or
 20        (c)  Reclassify  any  unissued  shares of any series of any class into one
 21        (1) or more classes or into one (1) or more series within a class.
 22        (2)  If the board of directors acts pursuant to  subsection  (1)  of  this
 23    section, it must determine, in whole or part, the terms, including the prefer-
 24    ences,  rights  and  limitations,  and  relative rights, within the limits set
 25    forth in section 30-1-601, Idaho Code, to the same extent permitted under sec-
 26    tion 30-1-601, Idaho Code, of:
 27        (a)  Any class of shares before the issuance of any shares of that  class;
 28        or
 29        (b)  One  (1) or more Any series within a class before the issuance of any
 30        shares of that series.
 31        (2)  Each series of a class must be given a distinguishing designation.
 32        (3)  All shares of a series must have preferences, limitations  and  rela-
 33    tive  rights  identical  with  those  of  other shares of the same series and,
 34    except to the extent otherwise provided in the description of the series, with
 35    those of other series of the same class.
 36        (4)  Before issuing any shares of a class or  series  created  under  this
 37    section,  the  corporation  must  deliver to the secretary of state for filing
 38    articles of amendment, which are effective without  shareholder  action,  that
 39    set setting forth the terms determined under subsection (1) of this section:
 40        (a)  The name of the corporation;
 41        (b)  The  text  of  the  amendment  determining  the terms of the class or
 42        series or shares;
 43        (c)  The date it was adopted; and
 44        (d)  A statement that the amendment was  duly  adopted  by  the  board  of
 45        directors.
                                                                        
 46        SECTION  6.  That Section 30-1-621, Idaho Code, be, and the same is hereby
 47    amended to read as follows:
                                                                        
 48        30-1-621.  ISSUANCE OF SHARES. (1) The powers granted in this  section  to
 49    the  board of directors may be reserved to the shareholders by the articles of
 50    incorporation.
 51        (2)  The board of directors may authorize shares to be issued for  consid-
                                                                        
                                           12
                                                                        
  1    eration  consisting  of  any  tangible or intangible property, including cash,
  2    promissory notes, services performed, or other securities of the corporation.
  3        (3)  Before the corporation issues shares, the  board  of  directors  must
  4    determine  that  the consideration received or to be received for shares to be
  5    issued is adequate.  That determination by the board of directors  is  conclu-
  6    sive  insofar  as  the  adequacy  of  consideration for the issuance of shares
  7    relates to whether the shares are validly issued, fully  paid  and  nonassess-
  8    able.
  9        (4)  When  the  corporation receives the consideration for which the board
 10    of directors authorized the issuance of shares, the shares issued therefor are
 11    fully paid and nonassessable.
 12        (5)  The corporation may place in escrow shares issued  for  a  promissory
 13    note,  or  make other arrangements to restrict the transfer of the shares, and
 14    may credit distributions in respect  of  the  shares  against  their  purchase
 15    price,  until  the note is paid.  If the note is not paid, the shares escrowed
 16    or restricted and the distributions credited may  be  cancelled  in  whole  or
 17    part.
 18        (6)  (a) An  issuance  of  shares  or other securities convertible into or
 19        rights exercisable for shares, in a transaction or a series of  integrated
 20        transactions, requires approval of the shareholders, at a meeting at which
 21        a  quorum  consisting  of  at least a majority of the votes entitled to be
 22        cast on the matter exists, if:
 23             (i)   The shares, other securities, or rights are issued for  consid-
 24             eration other than cash or cash equivalents; and
 25             (ii)  The  voting  power  of shares that are issued and issuable as a
 26             result of the transaction or series of integrated  transactions  will
 27             comprise  more  than  twenty  (20) percent of the voting power of the
 28             shares of the corporation that were  outstanding  immediately  before
 29             the transaction.
 30        (b)  In this subsection:
 31             (i)   For  purposes  of determining the voting power of shares issued
 32             and issuable as a result of a transaction  or  series  of  integrated
 33             transactions, the voting power of shares shall be the greater of:
 34                  (A)  The voting power of the shares to be issued; or
 35                  (B)  The  voting  power  of the shares that would be outstanding
 36                  after giving effect to the conversion of convertible shares  and
 37                  other securities and the exercise of rights to be issued.
 38             (ii)  A  series  of transactions is integrated if consummation of one
 39             (1) transaction is made contingent on consummation of one (1) or more
 40             of the other transactions.
                                                                        
 41        SECTION 7.  That Section 30-1-624, Idaho Code, be, and the same is  hereby
 42    amended to read as follows:
                                                                        
 43        30-1-624.  SHARE  OPTIONS.  (1) A corporation may issue rights, options or
 44    warrants for the purchase of shares or other securities  of  the  corporation.
 45    The board of directors shall determine:
 46        (a)  Tthe  terms  upon  which  the rights, options or warrants are issued,
 47        their form and content,; and
 48        (b)  The terms, including the consideration for which the shares or  other
 49        securities  are  to be issued, unless the power to make such determination
 50        is reserved to the shareholders by  the  articles  of  incorporation.  The
 51        authorization  by the board of directors for the corporation to issue such
 52        rights, options or warrants constitutes authorization of the  issuance  of
 53        the  shares  or other securities for which the rights, options or warrants
                                                                        
                                           13
                                                                        
  1        are exercisable.
  2        (2)  The terms and conditions of such rights, options or warrants, includ-
  3    ing those outstanding on the effective date of this act, may include,  without
  4    limitation, restrictions or conditions that:
  5        (a)  Preclude  or  limit the exercise, transfer or receipt of such rights,
  6        options or warrants by any person or persons owning or offering to acquire
  7        a specified number or percentage of the outstanding shares or other  secu-
  8        rities  of the corporation or by any transferee or transferees of any such
  9        person or persons; or
 10        (b)  Invalidate or void such rights, options or warrants held by any  such
 11        person or persons or any such transferee or transferees.
                                                                        
 12        SECTION  8.  That Section 30-1-631, Idaho Code, be, and the same is hereby
 13    amended to read as follows:
                                                                        
 14        30-1-631.  CORPORATION'S ACQUISITION OF ITS OWN SHARES. (1) A  corporation
 15    may  acquire  its own shares. Unless a resolution of the board of directors or
 16    the corporation's articles  of  incorporation  provide  otherwise,  shares  so
 17    acquired constitute authorized but unissued shares.
 18        (2)  If  the  articles  of  incorporation prohibit the reissue of acquired
 19    shares, the number of authorized shares is reduced by  the  number  of  shares
 20    acquired,  effective  upon amendment of the articles of incorporation pursuant
 21    to section 30-1-1005(6), Idaho Code.
 22        (3)  The board of directors may adopt articles  of  amendment  under  this
 23    section  without shareholder action and deliver them to the secretary of state
 24    for filing. The articles must set forth:
 25        (a)  The name of the corporation;
 26        (b)  The reduction in the number of authorized shares, itemized  by  class
 27        and series; and
 28        (c)  The  total number of authorized shares, itemized by class and series,
 29        remaining after reduction of the shares.
 30        (4)  A corporation has authority to use, hold, acquire, cancel and dispose
 31    of treasury shares.
 32        (54)  Unless  the  board  of  directors  adopts  an   amendment   to   the
 33    corporation's  articles  of  incorporation  to reduce the number of authorized
 34    shares, treasury shares of the corporation that are cancelled shall be treated
 35    as authorized but unissued shares.
                                                                        
 36        SECTION 9.  That Section 30-1-640, Idaho Code, be, and the same is  hereby
 37    amended to read as follows:
                                                                        
 38        30-1-640.  DISTRIBUTIONS  TO  SHAREHOLDERS.  (1)  A board of directors may
 39    authorize and the corporation may make distributions to its shareholders  sub-
 40    ject  to  restriction  by  the articles of incorporation and the limitation in
 41    subsection (3) of this section.
 42        (2)  If the board of directors does not fix the record date for  determin-
 43    ing  shareholders  entitled to a distribution, other than one involving a pur-
 44    chase, redemption or other acquisition of the corporation's shares, it is  the
 45    date the board of directors authorizes the distribution.
 46        (3)  No distribution may be made if, after giving it effect:
 47        (a)  The corporation would not be able to pay its debts as they become due
 48        in the usual course of business; or
 49        (b)  The  corporation's  total  assets  would  be less than the sum of its
 50        total liabilities plus, unless the articles of incorporation permit other-
 51        wise, the amount that would be needed, if the corporation were to be  dis-
                                                                        
                                           14
                                                                        
  1        solved at the time of the distribution, to satisfy the preferential rights
  2        upon dissolution of shareholders whose preferential rights are superior to
  3        those receiving the distribution.
  4        (4)  The  board  of directors may base a determination that a distribution
  5    is not prohibited under subsection (3) of this  section  either  on  financial
  6    statements  prepared  on the basis of accounting practices and principles that
  7    are reasonable in the circumstances or on a fair  valuation  or  other  method
  8    that is reasonable in the circumstances.
  9        (5)  Except as provided in subsection (7) of this section, the effect of a
 10    distribution under subsection (3) of this section is measured:
 11        (a)  In the case of distribution by purchase, redemption or other acquisi-
 12        tion of the corporation's shares, as of the earlier of:
 13             (i)   The  date money or other property is transferred or debt incur-
 14             red by the corporation, or
 15             (ii)  The date the  shareholder  ceases  to  be  a  shareholder  with
 16             respect to the acquired shares;
 17        (b)  In the case of any other distribution of indebtedness, as of the date
 18        the indebtedness is distributed; and
 19        (c)  In all other cases, as of:
 20             (i)   The  date  the distribution is authorized if the payment occurs
 21             within one hundred twenty (120) days after the date of authorization,
 22             or
 23             (ii)  The date the payment is made if it occurs more than one hundred
 24             twenty (120) days after the date of authorization.
 25        (6)  A corporation's indebtedness to a shareholder incurred by reason of a
 26    distribution made in accordance with  this  section  is  at  parity  with  the
 27    corporation's  indebtedness  to its general, unsecured creditors except to the
 28    extent subordinated by agreement.
 29        (7)  Indebtedness of a corporation, including  indebtedness  issued  as  a
 30    distribution,  is  not  considered  a liability for purposes of determinations
 31    under subsection (3) of this section if its  terms  provide  that  payment  of
 32    principal  and  interest  are made only if and to the extent that payment of a
 33    distribution to shareholders could then be made under  this  section.  If  the
 34    indebtedness  is issued as a distribution, each payment of principal or inter-
 35    est is treated as a distribution, the effect of which is measured on the  date
 36    the payment is actually made.
 37        (8)  This  section  shall  not apply to distributions in liquidation under
 38    part 14 of this chapter.
                                                                        
 39        SECTION 10.  That Section 30-1-702, Idaho Code, be, and the same is hereby
 40    amended to read as follows:
                                                                        
 41        30-1-702.  SPECIAL MEETING. (1) A corporation shall hold a special meeting
 42    of shareholders:
 43        (a)  On call of its board of directors or the person or persons authorized
 44        to do so by the articles of incorporation or bylaws; or
 45        (b)  If the holders of at least twenty percent  (20%)  of  all  the  votes
 46        entitled to be cast on any issue proposed to be considered at the proposed
 47        special  meeting sign, date and deliver to the corporation's secretary one
 48        (1) or more written demands for the meeting describing the purpose or pur-
 49        poses for which it is to be held, provided that the articles of incorpora-
 50        tion may fix a lower percentage or a higher percentage not exceeding thir-
 51        ty-three and one-third percent (33 1/3%) of all the votes entitled  to  be
 52        cast  on any issue proposed to be considered. Unless otherwise provided in
 53        the articles of incorporation, a written demand for a special meeting  may
                                                                        
                                           15
                                                                        
  1        be  revoked  by a writing to that effect received by the corporation prior
  2        to the receipt by the corporation  of  demands  sufficient  in  number  to
  3        require the holding of a special meeting.
  4        (2)  If  not  otherwise  fixed  under  section 30-1-703 or 30-1-707, Idaho
  5    Code, the record date for determining shareholders entitled to demand  a  spe-
  6    cial meeting is the date the first shareholder signs the demand.
  7        (3)  Special shareholders' meetings may be held in or out of this state at
  8    the  place  stated  in or fixed in accordance with the bylaws.  If no place is
  9    stated or fixed in accordance with the bylaws, special meetings shall be  held
 10    at the corporation's principal office.
 11        (4)  Only business within the purpose or purposes described in the meeting
 12    notice required by section 30-1-705(3), Idaho Code, may be conducted at a spe-
 13    cial shareholders' meeting.
                                                                        
 14        SECTION 11.  That Section 30-1-704, Idaho Code, be, and the same is hereby
 15    amended to read as follows:
                                                                        
 16        30-1-704.  ACTION  WITHOUT  MEETING.  (1)  Action required or permitted by
 17    this chapter to be taken at a shareholders' meeting may  be  taken  without  a
 18    meeting if the action is taken by all the shareholders entitled to vote on the
 19    action. The action must be evidenced by one (1) or more written consents bear-
 20    ing  the  date of signature and describing the action taken, signed by all the
 21    shareholders entitled to vote on the action, and delivered to the  corporation
 22    for inclusion in the minutes or filing with the corporate records.
 23        (2)  If  not  otherwise  fixed  under  section 30-1-703 or 30-1-707, Idaho
 24    Code, the record date for determining shareholders  entitled  to  take  action
 25    without  a  meeting  is the date the first shareholder signs the consent under
 26    subsection (1) of this section. No written consent shall be effective to  take
 27    the corporate action referred to therein unless, within sixty (60) days of the
 28    earliest  date appearing on a consent delivered to the corporation in the man-
 29    ner required by this section, written  consents  signed  by  all  shareholders
 30    entitled to vote on the action are received by the corporation. A written con-
 31    sent  may  be  revoked by a writing to that effect received by the corporation
 32    prior to the receipt by the corporation of unrevoked written  consents  suffi-
 33    cient in number to take corporate action.
 34        (3)  A  consent signed under this section has the effect of a meeting vote
 35    and may be described as such in any document.
 36        (4)  If this chapter requires that notice of proposed action be  given  to
 37    nonvoting  shareholders  and the action is to be taken by unanimous consent of
 38    the voting shareholders, the corporation must give its nonvoting  shareholders
 39    written notice of the proposed action at least ten (10) days before the action
 40    is  taken.   The  notice  must  contain or be accompanied by the same material
 41    that, under this chapter, would have been required to  be  sent  to  nonvoting
 42    shareholders  in  a  notice of meeting at which the proposed action would have
 43    been submitted to the shareholders for action.
                                                                        
 44        SECTION 12.  That Part 7, Chapter 1, Title 30, Idaho  Code,  be,  and  the
 45    same  is  hereby amended by the addition thereto of a NEW SECTION, to be known
 46    and designated as Section 30-1-708, Idaho Code, and to read as follows:
                                                                        
 47        30-1-708.  CONDUCT OF THE MEETING. (1) At each meeting of shareholders,  a
 48    chair  shall  preside.  The chair shall be appointed as provided in the bylaws
 49    or, in the absence of such provision, by the board.
 50        (2)  The chair, unless the bylaws provide otherwise, shall  determine  the
 51    order of business and shall establish rules for the conduct of the meeting.
                                                                        
                                           16
                                                                        
  1        (3)  The  rules adopted for, and the conduct of, the meeting shall be fair
  2    to shareholders.
  3        (4)  The chair of the meeting shall announce at the meeting when the polls
  4    close for each matter voted upon. If no announcement is made, the polls  shall
  5    be  deemed to have closed upon the final adjournment of the meeting. After the
  6    polls close, no ballots, proxies or  votes  nor  any  revocations  or  changes
  7    thereto may be accepted.
                                                                        
  8        SECTION 13.  That Section 30-1-722, Idaho Code, be, and the same is hereby
  9    amended to read as follows:
                                                                        
 10        30-1-722.  PROXIES.  (1) A shareholder may vote his shares in person or by
 11    proxy. The following shall constitute valid means by which a  shareholder  may
 12    authorize another person to act as proxy:
 13        (a)  A  shareholder  may  execute  a writing authorizing another person or
 14        persons to act for such shareholder as  proxy.  Execution  may  be  accom-
 15        plished  by  the  shareholder,  or  such shareholder's authorized officer,
 16        director, employee or agent, signing such writing or causing such person's
 17        signature to be affixed to such writing by any reasonable means including,
 18        but not limited to, facsimile signature.
 19        (b)  A shareholder may authorize another person or persons to act for such
 20        shareholder as proxy by transmitting or authorizing the transmission of  a
 21        telegram,  cablegram or other means of electronic transmission to the per-
 22        son who will be the holder of the proxy or to a proxy  solicitation  firm,
 23        proxy support service organization or similar agent duly authorized by the
 24        person  who  will be the holder of the proxy to receive such transmission,
 25        provided that any such telegram, cablegram or other  means  of  electronic
 26        transmission  must  either set forth or be submitted with information from
 27        which it can be determined that the telegram,  cablegram  or  other  elec-
 28        tronic transmission was authorized by the shareholder. If it is determined
 29        that  such  telegram, cablegram or other electronic transmission is valid,
 30        the inspectors or, if there are no inspectors, such other  persons  making
 31        that determination, shall specify the information upon which they relied.
 32        (c)  Any  copy, facsimile telecommunication or other reliable reproduction
 33        of the writing or transmission created pursuant to paragraph (a) or (b) of
 34        this subsection may be substituted or used in lieu of the original writing
 35        or transmission for any and all purposes for which the original writing or
 36        transmission could be used, provided that such copy, facsimile  telecommu-
 37        nication  or  other  reproduction shall be a complete reproduction for the
 38        entire original writing or transmission.
 39        (2)  A shareholder or his agent or attorney-in-fact may appoint a proxy to
 40    vote or otherwise act for the shareholder by signing an appointment  form,  or
 41    by  an  electronic transmission. An electronic transmission must contain or be
 42    accompanied by information from which  one  can  reasonably  verify  that  the
 43    shareholder,  the  shareholder's  agent, or the shareholder's attorney-in-fact
 44    authorized the transmission.
 45        (3)  An appointment of a proxy is effective when a signed appointment form
 46    or an electronic transmission of the appointment is received by the  secretary
 47    inspector  of election or other the officer or agent of the corporation autho-
 48    rized to tabulate votes. An appointment is valid for eleven (11) months unless
 49    a longer period is expressly provided in the writing or transmission  executed
 50    pursuant to subsection (1) of this section appointment form.
 51        (34)  An appointment of a proxy is revocable by the shareholder unless the
 52    writing  or  transmission  executed pursuant to subsection (1) of this section
 53    conspicuously appointment form or electronic transmission states  that  it  is
                                                                        
                                           17
                                                                        
  1    irrevocable and the appointment is coupled with an interest. Appointments cou-
  2    pled with an interest include the appointment of:
  3        (a)  A pledgee;
  4        (b)  A person who purchased or agreed to purchase the shares;
  5        (c)  A  creditor  of  the  corporation  who extended it credit under terms
  6        requiring the appointment;
  7        (d)  An employee of the corporation whose employment contract requires the
  8        appointment; or
  9        (e)  A party to a voting agreement created under section  30-1-731,  Idaho
 10        Code.
 11        (45)  The  death  or incapacity of the shareholder appointing a proxy does
 12    not affect the right of the corporation to accept the proxy's authority unless
 13    notice of the death or incapacity is received by the  secretary  inspector  of
 14    election  or other the officer or agent of the corporation authorized to tabu-
 15    late votes before the proxy exercises his authority under the appointment.
 16        (56)  An appointment made irrevocable under subsection (34) of  this  sec-
 17    tion is revoked when the interest with which it is coupled is extinguished.
 18        (67)  A  transferee for value of shares subject to an irrevocable appoint-
 19    ment may revoke the appointment if he did not know of its  existence  when  he
 20    acquired  the  shares and the existence of the irrevocable appointment was not
 21    noted conspicuously on the certificate  representing  the  shares  or  on  the
 22    information statement for shares without certificates.
 23        (78)  Subject  to section 30-1-724, Idaho Code, and to any express limita-
 24    tion on the proxy's authority appearing on the face of the writing  or  trans-
 25    mission  executed  pursuant  to  subsection  (1) of this section stated in the
 26    appointment form or electronic transmission,  a  corporation  is  entitled  to
 27    accept the proxy's vote or other action as that of the shareholder authorizing
 28    the person to act as proxy making the appointment.
                                                                        
 29        SECTION 14.  That Section 30-1-724, Idaho Code, be, and the same is hereby
 30    amended to read as follows:
                                                                        
 31        30-1-724.  CORPORATION'S  ACCEPTANCE OF VOTES. (1) If the name signed on a
 32    vote, consent, waiver or proxy appointment corresponds to the name of a share-
 33    holder, the corporation if acting in good faith  is  entitled  to  accept  the
 34    vote,  consent,  waiver  or proxy appointment and give it effect as the act of
 35    the shareholder.
 36        (2)  If the name signed on a vote, consent, waiver  or  proxy  appointment
 37    does  not correspond to the name of its shareholder, the corporation if acting
 38    in good faith is nevertheless entitled to accept the vote, consent, waiver  or
 39    proxy appointment and give it effect as the act of the shareholder if:
 40        (a)  The  shareholder is an entity and the name signed purports to be that
 41        of an officer or agent of the entity;
 42        (b)  The name signed purports to be that of  an  administrator,  executor,
 43        guardian  or conservator representing the shareholder and, if the corpora-
 44        tion  requests, evidence of fiduciary status acceptable to the corporation
 45        has been presented with respect to the  vote,  consent,  waiver  or  proxy
 46        appointment;
 47        (c)  The name signed purports to be that of a receiver or trustee in bank-
 48        ruptcy  of  the  shareholder and, if the corporation requests, evidence of
 49        this status acceptable to the corporation has been presented with  respect
 50        to the vote, consent, waiver or proxy appointment;
 51        (d)  The  name  signed purports to be that of a pledgee, beneficial owner,
 52        or attorney-in-fact of the shareholder and, if the  corporation  requests,
 53        evidence  acceptable  to  the  corporation of the signatory's authority to
                                                                        
                                           18
                                                                        
  1        sign for the shareholder has been presented with respect to the vote, con-
  2        sent, waiver or proxy appointment;
  3        (e)  Two (2) or more persons are the shareholder as cotenants or  fiducia-
  4        ries  and  the  name signed purports to be the name or at least one (1) of
  5        the co-owners and the person signing appears to be acting on behalf of all
  6        the co-owners.
  7        (3)  The corporation is entitled to reject  a  vote,  consent,  waiver  or
  8    proxy  appointment if the secretary inspector of election or other the officer
  9    or agent of the corporation authorized  to  tabulate  votes,  acting  in  good
 10    faith,  has  reasonable basis for doubt about the validity of the signature on
 11    it or about the signatory's authority to sign for the shareholder.
 12        (4)  The corporation and its officer or agent who  accepts  or  rejects  a
 13    vote,  consent,  waiver  or  proxy appointment in good faith and in accordance
 14    with the standards of this section or section 30-1-722(2), Idaho Code, are not
 15    liable in damages to the shareholder for the consequences of the acceptance or
 16    rejection.
 17        (5)  Corporate action based on the acceptance or rejection of a vote, con-
 18    sent, waiver or proxy appointment under this section or  section  30-1-722(2),
 19    Idaho  Code,  is  valid  unless  a  court of competent jurisdiction determines
 20    otherwise.
                                                                        
 21        SECTION 15.  That Part 7, Chapter 1, Title 30, Idaho  Code,  be,  and  the
 22    same  is  hereby amended by the addition thereto of a NEW SECTION, to be known
 23    and designated as Section 30-1-729, Idaho Code, and to read as follows:
                                                                        
 24        30-1-729.  INSPECTORS OF ELECTION. (1) A  corporation  having  any  shares
 25    listed on a national securities exchange or regularly traded in a market main-
 26    tained by one (1) or more members of a national or affiliated securities asso-
 27    ciation  shall, and any other corporation may, appoint one (1) or more inspec-
 28    tors to act at a meeting of shareholders and make  a  written  report  of  the
 29    inspectors'  determinations. Each inspector shall take and sign an oath faith-
 30    fully to execute the duties of inspector with strict impartiality and  accord-
 31    ing to the best of the inspector's ability.
 32        (2)  The inspectors shall:
 33        (a)  Ascertain  the  number  of shares outstanding and the voting power of
 34        each;
 35        (b)  Determine the shares represented at a meeting;
 36        (c)  Determine the validity of proxies and ballots;
 37        (d)  Count all votes; and
 38        (e)  Determine the result.
 39        (3)  An inspector may be an officer or employee of the corporation.
                                                                        
 40        SECTION 16.  That Section 30-1-801, Idaho Code, be, and the same is hereby
 41    amended to read as follows:
                                                                        
 42        30-1-801.  REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS. (1) Except as
 43    provided in section 30-1-732, Idaho Code, each corporation must have  a  board
 44    of directors.
 45        (2)  All corporate powers shall be exercised by or under the authority of,
 46    and the business and affairs of the corporation managed by or under the direc-
 47    tion  of,  its  board of directors, subject to any limitation set forth in the
 48    articles  of  incorporation  or  in  an  agreement  authorized  under  section
 49    30-1-732, Idaho Code.
                                                                        
 50        SECTION 17.  That Section 30-1-803, Idaho Code, be, and the same is hereby
                                                                        
                                           19
                                                                        
  1    amended to read as follows:
                                                                        
  2        30-1-803.  NUMBER AND ELECTION OF DIRECTORS. (1) A board of directors must
  3    consist of one (1) or more individuals, with the number specified in or  fixed
  4    in accordance with the articles of incorporation or bylaws.
  5        (2)  If  a  board  of  directors  has power to fix or change the number of
  6    directors, the board may increase or decrease by thirty percent (30%) or  less
  7    the number of directors last approved by the shareholders, but only the share-
  8    holders  may increase or decrease by more than thirty percent (30%) the number
  9    of directors last approved by the shareholders The number of directors may  be
 10    increased  or  decreased  from  time to time by amendment to, or in the manner
 11    provided in, the articles of incorporation or the bylaws.
 12        (3)  The articles of incorporation or  bylaws  may  establish  a  variable
 13    range  for  the size of the board of directors by fixing a minimum and maximum
 14    number of directors.  If a variable range is established, the number of direc-
 15    tors may  be fixed or changed from time to time, within the minimum and  maxi-
 16    mum,  by the shareholders or the board of directors.  After shares are issued,
 17    only the shareholders may change the range for the size of the board or change
 18    from a fixed to a variable-range size board or vice versa.
 19        (4)  Directors are elected at the first annual shareholders'  meeting  and
 20    at  each annual meeting thereafter unless their terms are staggered under sec-
 21    tion 30-1-806, Idaho Code.
                                                                        
 22        SECTION 18.  That Section 30-1-806, Idaho Code, be, and the same is hereby
 23    amended to read as follows:
                                                                        
 24        30-1-806.  STAGGERED TERMS FOR DIRECTORS. If there are nine  (9)  or  more
 25    directors, tThe articles of incorporation may provide for staggering their the
 26    terms  of  directors by dividing the total number of directors into two (2) or
 27    three (3) groups, with each group containing one-half (1/2) or one-third (1/3)
 28    of the total, as near as may be. In that event, the terms of directors in  the
 29    first group expire at the first annual shareholders' meeting after their elec-
 30    tion,  the terms of the second group expire at the second annual shareholders'
 31    meeting after their election, and the terms of the third group, if any, expire
 32    at the third annual shareholders'  meeting  after  their  election.   At  each
 33    annual  shareholders' meeting held thereafter, directors shall be chosen for a
 34    term of two (2) or three (3) years, as the case may be, to succeed those whose
 35    terms expire.
                                                                        
 36        SECTION 19.  That Section 30-1-809, Idaho Code, be, and the same is hereby
 37    amended to read as follows:
                                                                        
 38        30-1-809.  REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING. (1) The Idaho dis-
 39    trict court of the county where a corporation's principal office, or, if  none
 40    in  this state, its registered office, is located may remove a director of the
 41    corporation from office in a proceeding commenced either by or in the right of
 42    the corporation or by its shareholders holding at least ten percent  (10%)  of
 43    the outstanding shares of any class if the court finds that:
 44        (a)  The  director  engaged  in  fraudulent or dishonest conduct, or gross
 45        abuse of authority or discretion, with respect to the corporation  or  its
 46        shareholders,  grossly  abused  the position of director, or intentionally
 47        inflicted harm on the corporation; and
 48        (b)  Considering the director's course of conduct and  the  inadequacy  of
 49        other available remedies, rRemoval is would be in the best interest of the
 50        corporation.
                                                                        
                                           20
                                                                        
  1        (2)  A  shareholder  proceeding on behalf of the corporation under subsec-
  2    tion (1) of this section shall comply with all the  requirements  of  sections
  3    30-1-741 through 30-1-747, Idaho Code, except section 30-1-741(1), Idaho Code.
  4        (3)  The  court,  that removes a in addition to removing the director, may
  5    bar the director from reelection for a period prescribed by the court.
  6        (34)  If shareholders commence a proceeding under subsection (1)  of  this
  7    section,  they  shall  make  the corporation a party defendant Nothing in this
  8    section limits the equitable powers of the court to order other relief.
                                                                        
  9        SECTION 20.  That Section 30-1-821, Idaho Code, be, and the same is hereby
 10    amended to read as follows:
                                                                        
 11        30-1-821.  ACTION WITHOUT MEETING. (1) Unless Except to  the  extent  that
 12    the  articles of incorporation or bylaws provide otherwise require that action
 13    by the board of directors be taken at a meeting, action required or  permitted
 14    by  this  act to be taken at a by the board of directors' meeting may be taken
 15    without a meeting if the action is taken by all members  of  the  board.   The
 16    action  must  be  evidenced  by one (1) or more written consents each director
 17    signs a consent describing the action to be taken, signed  by  each  director,
 18    and included in the minutes or filed with the corporate records reflecting the
 19    action taken and delivers it to the corporation.
 20        (2)  Action  taken under this section is effective the act of the board of
 21    directors when the last director signed the consent, unless the consent speci-
 22    fies an earlier or later effective date one (1) or more consents signed by all
 23    the directors are delivered to the corporation. The consent  may  specify  the
 24    time  at  which  the  action taken thereunder is to be effective. A director's
 25    consent may be withdrawn by a revocation signed by the director and  delivered
 26    to  the  corporation prior to delivery to the corporation of unrevoked written
 27    consents signed by all the directors.
 28        (3)  A consent signed under this section has the effect of a meeting  vote
 29    action  taken  at  a meeting of the board of directors and may be described as
 30    such in any document.
                                                                        
 31        SECTION 21.  That Section 30-1-825, Idaho Code, be, and the same is hereby
 32    amended to read as follows:
                                                                        
 33        30-1-825.  COMMITTEES. (1) Unless this chapter, the articles of incorpora-
 34    tion or the bylaws provide otherwise, a board of directors may create one  (1)
 35    or  more committees and appoint one (1) or more members of the board of direc-
 36    tors to serve on them. Each committee must have two (2) or more  members,  who
 37    serve at the pleasure of the board of directors any such committee.
 38        (2)  Unless  this chapter otherwise provides, tThe creation of a committee
 39    and appointment of members to it must be approved by the greater of:
 40        (a)  A majority of all the directors in office when the action  is  taken;
 41        or
 42        (b)  The  number of directors required by the articles of incorporation or
 43        bylaws to take action under section 30-1-824, Idaho Code.
 44        (3)  Sections 30-1-820 through 30-1-824, Idaho Code,  which  govern  meet-
 45    ings,  action  without  meetings,  notice and waiver of notice, and quorum and
 46    voting requirements of the board of directors, apply both to committees of the
 47    board and to their members. as well.
 48        (4)  To the extent specified by the board of directors or in the  articles
 49    of  incorporation  or bylaws, each committee may exercise the authority powers
 50    of the board of directors under section 30-1-801, Idaho Code.
 51        (5)  A committee may not, however:
                                                                        
                                           21
                                                                        
  1        (a)  Authorize or approve distributions, except according to a formula  or
  2        method, or within limits, prescribed by the board of directors;
  3        (b)  Approve  or propose to shareholders action that this chapter requires
  4        be approved by shareholders;
  5        (c)  Fill vacancies on the board of directors or,  subject  to  subsection
  6        (7) of this section, on any of its committees; or
  7        (d)  Amend  articles of incorporation pursuant to section 30-1-1002, Idaho
  8        Code;
  9        (e)  Adopt, amend or repeal bylaws.;
 10        (f)  Approve a plan of merger not requiring shareholder approval;
 11        (g)  Authorize or approve reacquisition of shares, except according  to  a
 12        formula or method prescribed by the board of directors; or
 13        (h)  Authorize  or  approve  the  issuance or sale or contract for sale of
 14        shares, or determine the designation and relative rights, preferences  and
 15        limitations  of  a  class  or  series  of shares, except that the board of
 16        directors may authorize a committee, or a senior executive officer of  the
 17        corporation,  to  do so within limits specifically prescribed by the board
 18        of directors.
 19        (6)  The creation of, delegation of authority to, or action by a committee
 20    does not alone constitute compliance by a director with the standards of  con-
 21    duct described in section 30-1-830, Idaho Code.
 22        (7)  The  board  of  directors  may  appoint  one (1) or more directors as
 23    alternate members of any committee to replace any absent or disqualified  mem-
 24    ber  during  the  member's absence or disqualification. Unless the articles of
 25    incorporation or the bylaws or the resolution creating the  committee  provide
 26    otherwise,  in  the  event of the absence or disqualification of a member of a
 27    committee, the member or members present at any meeting and  not  disqualified
 28    from  voting, unanimously, may appoint another director to act in place of the
 29    absent or disqualified member.
                                                                        
 30        SECTION 22.  That Section 30-1-830, Idaho Code, be, and the same is hereby
 31    amended to read as follows:
                                                                        
 32        30-1-830.  GENERAL STANDARDS FOR DIRECTORS. (1) A director shall discharge
 33    his Each member of the board of directors, when discharging the duties as of a
 34    director, including his duties as a member of a committee shall act:
 35        (a)  In good faith; and
 36        (b)  With the care an ordinarily prudent person in a like  position  would
 37        exercise under similar circumstances; and
 38        (c)  In  a  manner  he  the director reasonably believes to be in the best
 39        interests of the corporation.
 40        (2)  The members of the board of directors or a committee  of  the  board,
 41    when  becoming  informed  in connection with their decision-making function or
 42    devoting attention to their oversight function, shall discharge  their  duties
 43    with the care that a person in a like position would reasonably believe appro-
 44    priate under similar circumstances.
 45        (3)  In  discharging  board  or  committee duties a director, who does not
 46    have knowledge that makes reliance unwarranted, is entitled  to  rely  on  the
 47    performance  by any of the persons specified in subsection (5)(a) or (5)(c) of
 48    this section to whom the board may have delegated, formally or  informally  by
 49    course  of  conduct,  the  authority or duty to perform one (1) or more of the
 50    board's functions that are delegable under applicable law.
 51        (4)  In discharging his board or committee duties a director, who does not
 52    have knowledge that makes reliance unwarranted, is entitled to rely on  infor-
 53    mation,  opinions,  reports  or statements, including financial statements and
                                                                        
                                           22
                                                                        
  1    other financial data, if prepared or presented by any of the persons specified
  2    in subsection (5) of this section.
  3        (5)  A director is entitled to rely, in accordance with subsection (3)  or
  4    (4) of this section, on:
  5        (a)  One  (1)  or  more  officers or employees of the corporation whom the
  6        director reasonably believes to be reliable and competent in  the  matters
  7        presented  functions  performed  or  the  information, opinion, reports or
  8        statements provided;
  9        (b)  Legal counsel, public accountants, or other persons retained  by  the
 10        corporation  as to matters involving skills or expertise the director rea-
 11        sonably believes are matters:
 12             (i)   Wwithin the particular person's professional or  expert  compe-
 13             tence; or
 14             (ii)  As to which the particular person merits confidence; or
 15        (c)  A committee of the board of directors of which he the director is not
 16        a  member  if the director reasonably believes the committee merits confi-
 17        dence.
 18        (3)  A director is not acting in good faith if he has knowledge concerning
 19    the matter in question that makes reliance otherwise permitted  by  subsection
 20    (2) of this section unwarranted.
 21        (4)  A  director  is not liable for any action taken as a director, or any
 22    failure to take any action, if he performed the duties of his office  in  com-
 23    pliance with this section.
                                                                        
 24        SECTION  23.  That  Part  8,  Chapter 1, Title 30, Idaho Code, be, and the
 25    same is hereby amended by the addition thereto of a NEW SECTION, to  be  known
 26    and designated as Section 30-1-831, Idaho Code, and to read as follows:
                                                                        
 27        30-1-831.  STANDARDS  OF LIABILITY FOR DIRECTORS. (1) A director shall not
 28    be liable to the corporation or its shareholders for any decision to  take  or
 29    not  to  take action, or any failure to take any action, as a director, unless
 30    the party asserting liability in a proceeding establishes that:
 31        (a)  Any provision in the articles of incorporation authorized by  section
 32        30-1-202(2)(d),   Idaho  Code,  or  the  protection  afforded  by  section
 33        30-1-861, Idaho Code, for action taken in compliance with section 30-1-862
 34        or 30-1-863, Idaho Code, if interposed as a bar to the proceeding  by  the
 35        director, does not preclude liability; and
 36        (b)  The challenged conduct consisted or was the result of:
 37             (i)   Action not in good faith; or
 38             (ii)  A decision:
 39                  (A)  Which  the director did not reasonably believe to be in the
 40                  best interests of the corporation; or
 41                  (B)  As to which the director was not informed to an extent  the
 42                  director  reasonably  believed appropriate in the circumstances;
 43                  or
 44             (iii) A lack of objectivity due to the  director's  familial,  finan-
 45             cial, or business relationship with, or a lack of independence due to
 46             the  director's  domination  or  control  by, another person having a
 47             material interest in the challenged conduct:
 48                  (A)  Which relationship or which  domination  or  control  could
 49                  reasonably  be expected to have affected the director's judgment
 50                  respecting the challenged conduct in a  manner  adverse  to  the
 51                  corporation; and
 52                  (B)  After  a  reasonable  expectation  to  such effect has been
 53                  established, the director shall not have  established  that  the
                                                                        
                                           23
                                                                        
  1                  challenged conduct was reasonably believed by the director to be
  2                  in the best interests of the corporation; or
  3             (iv)  A  sustained  failure  of the director to be informed about the
  4             business and affairs of the corporation, or other material failure of
  5             the director to discharge the oversight function; or
  6             (v)   Receipt of a financial benefit to which the  director  was  not
  7             entitled  or any other breach of the director's duties to deal fairly
  8             with the corporation and its shareholders that  is  actionable  under
  9             applicable law.
 10        (2)  The party seeking to hold the director liable:
 11        (a)  For money damages, shall also have the burden of establishing that:
 12             (i)   Harm  to the corporation or its shareholders has been suffered;
 13             and
 14             (ii)  The harm suffered was  proximately  caused  by  the  director's
 15             challenged conduct; or
 16        (b)  For  other  money  payment under a legal remedy, such as compensation
 17        for the unauthorized use of corporate assets,  shall  also  have  whatever
 18        persuasion  burden  may be called for to establish that the payment sought
 19        is appropriate in the circumstances; or
 20        (c)  For other money payment under an equitable  remedy,  such  as  profit
 21        recovery  by  or disgorgement to the corporation, shall also have whatever
 22        persuasion burden may be called for to establish that the equitable remedy
 23        sought is appropriate in the circumstances.
 24        (3)  Nothing contained in this section shall:
 25        (a)  In any instance where fairness is at issue, such as consideration  of
 26        the   fairness   of   a  transaction  to  the  corporation  under  section
 27        30-1-861(2)(c), Idaho Code, alter the burden of proving the fact  or  lack
 28        of fairness otherwise applicable;
 29        (b)  Alter  the fact or lack of liability of a director under another sec-
 30        tion of this chapter, such as the provisions governing the consequences of
 31        an  unlawful  distribution  under  section  30-1-833,  Idaho  Code,  or  a
 32        transactional interest under section 30-1-861, Idaho Code; or
 33        (c)  Affect any rights to which the corporation or a  shareholder  may  be
 34        entitled under another statute of this state or the United States.
                                                                        
 35        SECTION 24.  That Section 30-1-833, Idaho Code, be, and the same is hereby
 36    amended to read as follows:
                                                                        
 37        30-1-833.  DIRECTORS' LIABILITY FOR UNLAWFUL DISTRIBUTIONS. (1) A director
 38    who  votes  for or assents to a distribution made in violation of in excess of
 39    what  may  be  authorized  and  made  pursuant  to  section   30-1-640(1)   or
 40    30-1-1409(1),  Idaho Code, or the articles of incorporation is personally lia-
 41    ble to the corporation for the amount of the distribution  that  exceeds  what
 42    could   have   been  distributed  without  violating  section  30-1-640(1)  or
 43    30-1-1409(1), Idaho Code,  or the articles of incorporation if  it  is  estab-
 44    lished that he did not perform his duties in compliance if the party asserting
 45    liability  establishes that when taking the action the director did not comply
 46    with section 30-1-830, Idaho Code. In any proceeding commenced under this sec-
 47    tion, a director has all of the defenses ordinarily available to a director.
 48        (2)  A director held liable under subsection (1) of this  section  for  an
 49    unlawful distribution is entitled to: contribution;
 50        (a)  Contribution  fFrom  every  other  director  who could be held liable
 51        under subsection (1) of this section for the unlawful distribution; and
 52        (b)  Recoupment fFrom each shareholder for of the pro rata portion of  the
 53        amount  of  the unlawful distribution the shareholder accepted knowing the
                                                                        
                                           24
                                                                        
  1        distribution was made in violation of section 30-1-640(1) or 30-1-1409(1),
  2        Idaho Code, or the articles of incorporation.
  3        (3)  A proceeding under this section to enforce:
  4        (a)  The liability of a director under subsection (1) of this  section  is
  5        barred unless it is commenced within three two (32) years after the date:
  6             (i)   Oon  which  the  effect  of the distribution was measured under
  7             section 30-1-640(5) or (7), Idaho Code; or
  8             (ii)  As of which the violation of section 30-1-640(1),  Idaho  Code,
  9             occurred  as  the  consequence  of  disregard of a restriction in the
 10             articles of incorporation; or
 11             (iii) On which the distribution of assets to shareholders under  sec-
 12             tion 30-1-1409(1), Idaho Code, was made; or
 13        (b)  Contribution  or  recoupment  under subsection (2) of this section is
 14        barred unless it is commenced within one (1) year after the  liability  of
 15        the  claimant  has  been  finally adjudicated under subsection (1) of this
 16        section.
                                                                        
 17        SECTION 25.  That Section 30-1-840, Idaho Code, be, and the same is hereby
 18    amended to read as follows:
                                                                        
 19        30-1-840.  REQUIRED OFFICERS OFFICES. (1) A corporation has  the  officers
 20    offices described in its bylaws or appointed designated by the board of direc-
 21    tors in accordance with the bylaws.
 22        (2)  A duly appointed The board of directors may elect individuals to fill
 23    one  (1) or more offices of the corporation. An officer may appoint one (1) or
 24    more officers or assistant officers if authorized by the bylaws or  the  board
 25    of directors.
 26        (3)  The bylaws or the board of directors shall delegate assign to one (1)
 27    of the officers responsibility for preparing the minutes of the directors' and
 28    shareholders'  meetings  and for maintaining and authenticating the records of
 29    the corporation required to be kept under sections 30-1-1601(1) and (2), Idaho
 30    Code.
 31        (4)  The same individual may simultaneously hold more than one (1)  office
 32    in a corporation.
                                                                        
 33        SECTION 26.  That Section 30-1-842, Idaho Code, be, and the same is hereby
 34    amended to read as follows:
                                                                        
 35        30-1-842.  STANDARDS OF CONDUCT FOR OFFICERS. (1) An officer, with discre-
 36    tionary  authority  shall  discharge his duties under that authority when per-
 37    forming in such capacity, shall act:
 38        (a)  In good faith;
 39        (b)  With the care an ordinarily prudent that a person in a like  position
 40        would reasonably exercise under similar circumstances; and
 41        (c)  In  a  manner  he  the  officer reasonably believes to be in the best
 42        interests of the corporation.
 43        (2)  In discharging his those duties an officer, who does not have  knowl-
 44    edge  that  makes  reliance  unwarranted, is entitled to rely on: information,
 45    opinions, reports or statements,  including  financial  statements  and  other
 46    financial data, if prepared or presented by:
 47        (a)  The  performance of properly delegated responsibilities by one (1) or
 48        more employees of the corporation whom the officer reasonably believes  to
 49        be reliable and competent in performing the responsibilities delegated; or
 50        (b)  Information,  opinions,  reports  or  statements, including financial
 51        statements and other financial data, prepared or presented by oOne (1)  or
                                                                        
                                           25
                                                                        
  1        more  officers or employees of the corporation whom the officer reasonably
  2        believes to be reliable and competent in the matters presented; or by
  3        (b)  Llegal counsel, public accountants or other persons retained  by  the
  4        corporation as to matters involving skill or expertise the officer reason-
  5        ably believes are matters:
  6             (i)   Wwithin  the  particular person's professional or expert compe-
  7             tence; or
  8             (ii)  As to which the particular person merits confidence.
  9        (3)  An officer is not acting in good faith if he has knowledge concerning
 10    the matter in question that makes reliance otherwise permitted  by  subsection
 11    (2) of this section unwarranted.
 12        (4)  An  officer  is  shall not be liable to the corporation or its share-
 13    holders for any decision to take or not to take action taken as an officer, or
 14    any failure to take any action, as an officer, if he performed the  duties  of
 15    his the office are performed in compliance with this section. Whether an offi-
 16    cer  who does not comply with this section shall have liability will depend in
 17    such instance  on  applicable  law,  including  those  principles  of  section
 18    30-1-831, Idaho Code, that have relevance.
                                                                        
 19        SECTION 27.  That Section 30-1-843, Idaho Code, be, and the same is hereby
 20    amended to read as follows:
                                                                        
 21        30-1-843.  RESIGNATION  AND REMOVAL OF OFFICERS. (1) An officer may resign
 22    at any time by delivering notice to the corporation. A resignation  is  effec-
 23    tive  when  the notice is delivered unless the notice specifies a later effec-
 24    tive date time. If a resignation is made effective at a later  date  time  and
 25    the  corporation board or the appointing officer  accepts the future effective
 26    date time, its the board of directors or the appointing officer may  fill  the
 27    pending  vacancy  before  the effective date time if the board of directors or
 28    the appointing  officer provides that the successor does not take office until
 29    the effective date time.
 30        (2)  A board of directors An officer may remove any officer be removed  at
 31    any time with or without cause by:
 32        (a)  The board of directors;
 33        (b)  The  officer  who  appointed  such  officer, unless the bylaws or the
 34        board of directors provide otherwise; or
 35        (c)  Any other officer if authorized by the bylaws or the board of  direc-
 36        tors.
 37        (3)  In  this  section,  "appointing officer" means the officer, including
 38    any successor to that officer, who appointed the officer  resigning  or  being
 39    removed.
                                                                        
 40        SECTION 28.  That Section 30-1-858, Idaho Code, be, and the same is hereby
 41    amended to read as follows:
                                                                        
 42        30-1-858.  VARIATION BY CORPORATE ACTION -- APPLICATION OF INDEMNIFICATION
 43    PROVISIONS.  (1) A corporation may, by a provision in its articles of incorpo-
 44    ration or bylaws or in a resolution approved by  its  board  of  directors  or
 45    shareholders, obligate itself in advance of the act or omission giving rise to
 46    a  proceeding  to provide indemnification in accordance with section 30-1-851,
 47    Idaho Code, or advance funds to pay for or reimburse  expenses  in  accordance
 48    with  section  30-1-853,  Idaho  Code.  Any such obligatory provision shall be
 49    deemed to satisfy the requirements for authorization referred  to  in  section
 50    30-1-853(3), Idaho Code, and in section 30-1-855(3), Idaho Code. Any such pro-
 51    vision  that obligates the corporation to provide indemnification to the full-
                                                                        
                                           26
                                                                        
  1    est extent permitted by law shall be deemed to  obligate  the  corporation  to
  2    advance  funds  to  pay  for  or reimburse expenses in accordance with section
  3    30-1-853, Idaho Code, to the fullest extent permitted by law, unless the  pro-
  4    vision specifically provides otherwise.
  5        (2)  Any  provision  pursuant  to subsection (1) of this section shall not
  6    obligate the corporation to indemnify or advance expenses to a director  of  a
  7    predecessor of the corporation, pertaining to conduct with respect to the pre-
  8    decessor, unless otherwise specifically provided. Any provision for indemnifi-
  9    cation  or advance for expenses in the articles of incorporation, bylaws, or a
 10    resolution of the board of directors or shareholders of a predecessor  of  the
 11    corporation  in a merger or in a contract to which the predecessor is a party,
 12    existing at the time the merger takes effect, shall  be  governed  by  section
 13    30-1-11067(1)(cd), Idaho Code.
 14        (3)  A  corporation  may, by a provision in its articles of incorporation,
 15    limit any of the rights to indemnification or advance for expenses created  by
 16    or  pursuant  to this part, other than the rights to mandatory indemnification
 17    under section 30-1-852, Idaho Code, and to court-ordered  indemnification  and
 18    advance for expenses under section 30-1-854, Idaho Code.
 19        (4)  Sections  30-1-850  through  30-1-859,  Idaho  Code,  do  not limit a
 20    corporation's power to pay or reimburse expenses incurred by a director or  an
 21    officer  in  connection  with his appearance as a witness in a proceeding at a
 22    time when he is not a party.
 23        (5)  Sections 30-1-850 through  30-1-859,  Idaho  Code,  do  not  limit  a
 24    corporation's  power  to indemnify, advance expenses to or provide or maintain
 25    insurance on behalf of an employee or agent.
                                                                        
 26        SECTION 29.  That Chapter 1, Title 30, Idaho Code, be,  and  the  same  is
 27    hereby  amended  by the addition thereto of a NEW PART, to be known and desig-
 28    nated as Part 9, Chapter 1, Title 30, Idaho Code, and to read as follows:
                                                                        
 29                                       PART 9.
 30                                    DOMESTICATION
                                                                        
 31        30-1-901.  EXCLUDED TRANSACTIONS. This part may not be used  to  effect  a
 32    transaction that:
 33        (1)  Is  addressed  in  chapter  28, title 41, Idaho Code, and purports to
 34    convert an insurer company organized on the mutual principle to one  organized
 35    on a stock-share basis; or
 36        (2)  Is  addressed  in  chapter  3,  title 41, Idaho Code, and purports to
 37    change the domicile of an insurance company.
                                                                        
 38        30-1-902.  REQUIRED APPROVALS. If a foreign business corporation  may  not
 39    be  a  party  to  a  merger  without the approval of the attorney general, the
 40    department of finance, the department of insurance, the public utility commis-
 41    sion or another governmental agency, the corporation shall not be a party to a
 42    transaction under this part without the prior approval of that agency.
                                                                        
 43        30-1-903 -- 30-1-919.  RESERVED.
                                                                        
 44        30-1-920.  DOMESTICATION. (1) A foreign business corporation may become  a
 45    domestic  business  corporation  only if the domestication is permitted by the
 46    organic law of the foreign corporation.
 47        (2)  If any debt security, note or similar evidence  of  indebtedness  for
 48    money  borrowed,  whether  secured  or  unsecured,  or a contract of any kind,
 49    issued, incurred or executed by a domestic  business  corporation  before  the
                                                                        
                                           27
                                                                        
  1    effective  date  of  this act contains a provision applying to a merger of the
  2    corporation and the document does not refer to a domestication of the corpora-
  3    tion, the provision shall be deemed to apply to a domestication of the  corpo-
  4    ration until such time as the provision is amended subsequent to that date.
                                                                        
  5        30-1-921.  RESERVED.
                                                                        
  6        30-1-922.  ARTICLES  OF  DOMESTICATION.  (1)  After the domestication of a
  7    foreign business corporation has been authorized as required by  the  laws  of
  8    the  foreign  jurisdiction, articles of domestication shall be executed by any
  9    officer or other duly authorized representative. The articles shall set forth:
 10        (a)  The name of the corporation immediately  before  the  filing  of  the
 11        articles of domestication and, if that name is unavailable for use in this
 12        state or the corporation desires to change its name in connection with the
 13        domestication, a name that satisfies the requirements of section 30-1-401,
 14        Idaho Code;
 15        (b)  The  jurisdiction  of  incorporation  of  the corporation immediately
 16        before the filing of the articles of domestication and the date the corpo-
 17        ration was incorporated in that jurisdiction; and
 18        (c)  A statement that the domestication of the corporation in  this  state
 19        was  duly  authorized as required by the laws of the jurisdiction in which
 20        the corporation was incorporated immediately before its  domestication  in
 21        this state.
 22        (2)  The  articles of domestication shall either contain all of the provi-
 23    sions that section 30-1-202(1), Idaho Code, requires to be set forth in  arti-
 24    cles   of   incorporation  and  any  other  desired  provisions  that  section
 25    30-1-202(2), Idaho Code, permits to be included in articles of  incorporation,
 26    or  shall  have attached articles of incorporation. In either case, provisions
 27    that would not be required to be included in restated articles  of  incorpora-
 28    tion may be omitted.
 29        (3)  The  articles of domestication shall be delivered to the secretary of
 30    state for filing, and shall take effect at the effective time provided in sec-
 31    tion 30-1-123, Idaho Code.
 32        (4)  If the foreign corporation is authorized to transact business in this
 33    state under part 15 of this chapter, its certificate  of  authority  shall  be
 34    cancelled automatically on the effective date of its domestication.
                                                                        
 35        30-1-923.  RESERVED.
                                                                        
 36        30-1-924.  EFFECT  OF DOMESTICATION. (1) When domestication becomes effec-
 37    tive:
 38        (a)  The title to all real and personal property, both tangible and intan-
 39        gible, of the corporation remains in the corporation without reversion  or
 40        impairment;
 41        (b)  The liabilities of the corporation remain the liabilities of the cor-
 42        poration;
 43        (c)  An  action  or  proceeding  pending against the corporation continues
 44        against the corporation as if the domestication had not occurred;
 45        (d)  The articles of  domestication,  or  the  articles  of  incorporation
 46        attached  to  the  articles  of  domestication, constitute the articles of
 47        incorporation of a foreign corporation domesticating in this state;
 48        (e)  The shares of the corporation are  reclassified  into  shares,  other
 49        securities,  obligations, rights to acquire shares or other securities, or
 50        into  cash  or  other  property  in  accordance  with  the  terms  of  the
 51        domestication, and the shareholders are entitled only to the  rights  pro-
                                                                        
                                           28
                                                                        
  1        vided  by  those terms and to any appraisal rights they may have under the
  2        organic law of the domesticating corporation; and
  3        (f)  The corporation is deemed to:
  4             (i)   Be incorporated under and subject to the  organic  law  of  the
  5             domesticated corporation for all purposes;
  6             (ii)  Be   the   same   corporation   without   interruption  as  the
  7             domesticating corporation; and
  8             (iii) Have been incorporated on the date the  domesticating  corpora-
  9             tion was originally incorporated.
 10        (2)  The owner liability of a shareholder in a foreign corporation that is
 11    domesticated in this state shall be as follows:
 12        (a)  The  domestication  does  not discharge any owner liability under the
 13        laws of the foreign jurisdiction to the extent any  such  owner  liability
 14        arose before the effective time of the articles of domestication.
 15        (b)  The  shareholder shall not have owner liability under the laws of the
 16        foreign jurisdiction for any debt, obligation or liability of the corpora-
 17        tion  that  arises  after  the  effective  time   of   the   articles   of
 18        domestication.
 19        (c)  The provisions of the laws of the foreign jurisdiction shall continue
 20        to  apply  to the collection or discharge of any owner liability preserved
 21        by subsection (2)(a) of this section, as  if  the  domestication  had  not
 22        occurred.
 23        (d)  The shareholder shall have whatever rights of contribution from other
 24        shareholders  as are provided by the laws of the foreign jurisdiction with
 25        respect to any owner liability preserved by subsection (2)(a) of this sec-
 26        tion, as if the domestication had not occurred.
 27        (3)  A shareholder who becomes subject to owner liability for some or  all
 28    of the debts, obligations or liabilities of the corporation as a result of its
 29    domestication  in  this state shall have owner liability only for those debts,
 30    obligations or liabilities of the corporation that arise after  the  effective
 31    time of the articles of domestication.
                                                                        
 32        30-1-925 -- 30-1-956.  RESERVED.
                                                                        
 33        SECTION  30.  That  Section  30-1-1001,  Idaho  Code,  be, and the same is
 34    hereby amended to read as follows:
                                                                        
 35        30-1-1001.  AUTHORITY TO AMEND ARTICLES OF INCORPORATION. (1)  A  corpora-
 36    tion  may  amend  its articles of incorporation at any time to add or change a
 37    provision that is required or permitted in the articles of incorporation or to
 38    delete a provision not required in the articles of  incorporation.  Whether  a
 39    provision  is required or permitted in the articles of incorporation is deter-
 40    mined as of the effective date of the amendment or to delete a provision  that
 41    is not required to be contained in the articles of incorporation.
 42        (2)  A  shareholder  of  the  corporation  does not have a vested property
 43    right resulting from any provision in the articles of incorporation, including
 44    provisions relating to management, control, capital structure, dividend, enti-
 45    tlement, or purpose or duration of the corporation.
                                                                        
 46        SECTION 31.  That Section 30-1-1002, Idaho  Code,  be,  and  the  same  is
 47    hereby amended to read as follows:
                                                                        
 48        30-1-10025.  AMENDMENT  BY  BOARD  OF  DIRECTORS.  Unless  the articles of
 49    incorporation provide otherwise, a corporation's board of directors may  adopt
 50    one  (1)  or  more  amendments  to the corporation's articles of incorporation
                                                                        
                                           29
                                                                        
  1    without shareholder action approval:
  2        (1)  To extend the duration of the corporation if it was incorporated at a
  3    time when limited duration was required by law;
  4        (2)  To delete the names and addresses of the initial directors;
  5        (3)  To delete the name and address of the  initial  registered  agent  or
  6    registered  office, if a statement of change is on file or if an annual report
  7    has been filed with the secretary of state;
  8        (4)  If the corporation has only one (1) class of shares outstanding:
  9        (a)  To change each issued and unissued authorized share of an outstanding
 10        the class into a greater number of whole shares  if  the  corporation  has
 11        only shares of that class; outstanding; or
 12        (b)  To  increase  the  number  of  authorized  shares of the class to the
 13        extent necessary to permit the issuance of shares as a share dividend;
 14        (5)  To change the corporate name  by substituting the word "corporation,"
 15    "incorporated," "company," "limited," or  the  abbreviation  "corp.,"  "inc.,"
 16    "co.,"  or  "ltd.," for a similar word or abbreviation in the name, or by add-
 17    ing, deleting or changing a geographical attribution for the name;
 18        (6)  To reduce the number of reflect a  reduction  in  authorized  shares,
 19    solely  as a result of a cancellation of treasury shares the operation of sec-
 20    tion 30-1-631(2), Idaho Code, when the corporation has acquired its own shares
 21    and the articles of incorporation prohibit the reissue of the acquired shares;
 22        (7)  To delete a class of shares from the articles of incorporation, as  a
 23    result  of the operation of section 30-1-631(2), Idaho Code, when there are no
 24    remaining shares of the class because the corporation has acquired all  shares
 25    of  the  class  and  the articles of incorporation prohibit the reissue of the
 26    acquired shares; or
 27        (78)   To make any other change expressly permitted by this  chapter  sec-
 28    tion  30-1-602(1)  or  (2),  Idaho Code, to be made without shareholder action
 29    approval.
                                                                        
 30        SECTION 32.  That Section 30-1-1003, Idaho  Code,  be,  and  the  same  is
 31    hereby amended to read as follows:
                                                                        
 32        30-1-1003.  AMENDMENT  BY BOARD OF DIRECTORS AND SHAREHOLDERS. If a corpo-
 33    ration has issued shares, an amendment to the articles of incorporation  shall
 34    be adopted in the following manner:
 35        (1)  A  corporation's  The proposed amendment must be adopted by the board
 36    of directors. may propose one (1) or more amendments to the articles of incor-
 37    poration for submission to the shareholders.
 38        (2)  For the Except as  provided  in  sections  30-1-1005,  30-1-1007  and
 39    30-1-1008, Idaho Code, after adopting the proposed amendment: to be adopted:
 40        (a)  Tthe  board  of  directors must recommend submit the amendment to the
 41        shareholders for their approval. The board of directors must also transmit
 42        to the shareholders a recommendation that  the  shareholders  approve  the
 43        amendment,  unless the board of directors determines makes a determination
 44        that because of conflicts of interest or other  special  circumstances  it
 45        should  not  make no such a recommendation, and communicates in which case
 46        the basis for its determination board of directors must  transmit  to  the
 47        shareholders with the amendment; and the basis for that determination.
 48        (b)  The  shareholders  entitled to vote on the amendment must approve the
 49        amendment as provided in subsection (5) of this section.
 50        (3)  The board of directors may condition its submission of  the  proposed
 51    amendment to the shareholders on any basis.
 52        (4)  If  the amendment is required to be approved by the shareholders, and
 53    the approval is to be given at a meeting, tThe corporation shall  must  notify
                                                                        
                                           30
                                                                        
  1    each  shareholder, whether or not entitled to vote, of the proposed meeting of
  2    shareholders' meeting in  accordance with  section  30-1-705,  Idaho  Code  at
  3    which  the  amendment  is  to be submitted for approval. The notice of meeting
  4    must also state that the purpose, or one (1) of the purposes, of  the  meeting
  5    is  to consider the proposed amendment and must contain or be accompanied by a
  6    copy or summary of the amendment.
  7        (5)  Unless this chapter, the articles of incorporation, or the  board  of
  8    directors,  acting  pursuant  to  subsection  (3)  of this section, requires a
  9    greater vote or a vote by voting groups, the amendment to be adopted  must  be
 10    approved by:
 11        (a)  A  greater  number of shares to be present, approval of the amendment
 12        requires the approval of the shareholders at a meeting at which  a  quorum
 13        consisting  of at least a majority of the votes entitled to be cast on the
 14        amendment exists, and, if any class or series of  shares  is  entitled  to
 15        vote  as  a separate group on the amendment, except as provided in section
 16        30-1-1004(3), Idaho Code, the approval of each such separate voting  group
 17        at  a meeting at which a quorum of the voting group consisting of at least
 18        a majority of the votes entitled to be cast on the amendment by any voting
 19        group with respect to which the amendment would create dissenters' rights;
 20        and
 21        (b)  The votes required by sections 30-1-725 and 30-1-726, Idaho Code,  by
 22        every  other  voting  group  entitled to vote on the amendment that voting
 23        group exists.
                                                                        
 24        SECTION 33.  That Section 30-1-1004, Idaho  Code,  be,  and  the  same  is
 25    hereby amended to read as follows:
                                                                        
 26        30-1-1004.  VOTING  ON  AMENDMENTS  BY  VOTING GROUPS. Except as otherwise
 27    provided in the articles of incorporation:
 28        (1)  If a corporation has more than one (1) class of  shares  outstanding,
 29    tThe holders of the outstanding shares of a class, whether voting or nonvoting
 30    in  whole  or  in  part,  are  entitled to vote as a separate voting group, if
 31    shareholder voting is otherwise required by this chapter, on a proposed amend-
 32    ment to the articles of incorporation if the amendment would:
 33        (a)  Increase or decrease the aggregate number of authorized shares of the
 34        class;
 35        (b)  Effect an exchange or reclassification of all or part of  the  shares
 36        of the class into shares of another class;
 37        (c)  Effect  an  exchange  or  reclassification,  or  create  the right of
 38        exchange, of all or part of the shares of another class into shares of the
 39        class;
 40        (d)  Change the designation, rights, preferences or limitations of all  or
 41        part of the shares of the class;
 42        (e)  Change the shares of all or part of the class into a different number
 43        of shares of the same class;
 44        (f)  Create  a  new  class  of  shares  having  rights or preferences with
 45        respect to distributions or to dissolution that  are  prior,  superior  or
 46        substantially equal to the shares of the class;
 47        (g)  Increase  the  rights,  preferences or number of authorized shares of
 48        any class that, after giving effect to the amendment, have rights or pref-
 49        erences with respect to distributions or to dissolution  that  are  prior,
 50        superior or substantially equal to the shares of the class;
 51        (h)  Limit  or  deny  an  existing  preemptive right of all or part of the
 52        shares of the class; or
 53        (i)  Cancel or otherwise affect rights to distributions or dividends  that
                                                                        
                                           31
                                                                        
  1        have  accumulated  but  not yet been declared authorized on all or part of
  2        the shares of the class.
  3        (2)  If a proposed amendment would affect a series of a class of shares in
  4    one (1) or more of the ways described in subsection (1) of this  section,  the
  5    shares  of  that series are entitled to vote as a separate voting group on the
  6    proposed amendment.
  7        (3)  If a proposed amendment that entitles the holders of two (2) or  more
  8    classes  or series of shares to vote as separate voting groups under this sec-
  9    tion would affect those two (2) or more classes or series in  the  same  or  a
 10    substantially  similar way, the holders of shares of all the classes or series
 11    so affected must vote together as a single voting group on the proposed amend-
 12    ment, unless otherwise provided in the articles of incorporation  or  required
 13    by the board of directors.
 14        (4)  A  class or series of shares is entitled to the voting rights granted
 15    by this section although the articles of incorporation provide that the shares
 16    are nonvoting shares.
                                                                        
 17        SECTION 34.  That Section 30-1-1005, Idaho  Code,  be,  and  the  same  is
 18    hereby amended to read as follows:
                                                                        
 19        30-1-10052.  AMENDMENT BEFORE ISSUANCE OF SHARES. If a corporation has not
 20    yet  issued shares, its board of directors, or its incorporators or if  it has
 21    no  board  of  directors,  may  adopt  one  (1)  or  more  amendments  to  the
 22    corporation's articles of incorporation.
                                                                        
 23        SECTION 35.  That Section 30-1-1006, Idaho  Code,  be,  and  the  same  is
 24    hereby amended to read as follows:
                                                                        
 25        30-1-1006.  ARTICLES  OF  AMENDMENT.  A  corporation amending its After an
 26    amendment to the articles of incorporation has been adopted  and  approved  in
 27    the  manner required by this chapter and by the articles of incorporation, the
 28    corporation shall deliver to the secretary of state  for  filing  articles  of
 29    amendment, setting which shall set forth:
 30        (1)  The name of the corporation;
 31        (2)  The text of each amendment adopted;
 32        (3)  If  an  amendment provides for an exchange, reclassification, or can-
 33    cellation of issued shares, provisions for implementing the amendment  if  not
 34    contained in the amendment itself;
 35        (4)  The date of each amendment's adoption; and
 36        (5)  If an amendment:
 37        (a)  Wwas  adopted  by  the  incorporators  or  board of directors without
 38        shareholder action approval, a statement to that effect that the amendment
 39        was duly approved by the incorporators or by the board  of  directors,  as
 40        the  case  may  be, and that shareholder action approval was not required;
 41        and
 42        (6b)  If an amendment was approved Required approval by the shareholders:,
 43        a statement that the amendment was duly approved by  the  shareholders  in
 44        the  manner required by this chapter and by the articles of incorporation;
 45        or
 46        (c)  Is being filed pursuant to section  30-1-120(11)(e),  Idaho  Code,  a
 47        statement to that effect.
 48        (a)  The  designation, number of outstanding shares, number of votes enti-
 49        tled to be cast by each voting group entitled to vote  separately  on  the
 50        amendment,  and  number  of votes of each voting group indisputably repre-
 51        sented at the meeting; and
                                                                        
                                           32
                                                                        
  1        (b)  Either the total number of votes cast for and against  the  amendment
  2        by  each  voting group entitled to vote separately on the amendment or the
  3        total number of undisputed votes cast for the  amendment  by  each  voting
  4        group  and a statement that the number cast for the amendment by each vot-
  5        ing group was sufficient for approval by that voting group.
                                                                        
  6        SECTION 36.  That Section 30-1-1007, Idaho  Code,  be,  and  the  same  is
  7    hereby amended to read as follows:
                                                                        
  8        30-1-1007.  RESTATED  ARTICLES OF INCORPORATION. (1) A corporation's board
  9    of directors may restate its articles of incorporation at  anytime  any  time,
 10    with  or  without  shareholder  action approval, to consolidate all amendments
 11    into a single document.
 12        (2)  The restatement may If the restated articles include one (1) or  more
 13    new  amendments  to  the  articles.  If  the restatement includes an amendment
 14    requiring that require shareholder approval, it the amendments must be adopted
 15    and approved as provided in section 30-1-1003, Idaho Code.
 16        (3)  If the board of  directors  submits  a  restatement  for  shareholder
 17    action, the corporation shall notify each shareholder, whether or not entitled
 18    to  vote,  of  the  proposed  shareholders' meeting in accordance with section
 19    30-1-705, Idaho Code. The notice must also state that the purpose, or one  (1)
 20    of  the  purposes,  of the meeting is to consider the proposed restatement and
 21    contain or be accompanied by a copy of the  restatement  that  identifies  any
 22    amendment or other change it would make in the articles.
 23        (4)  A  corporation  restating that restates its articles of incorporation
 24    shall deliver to the secretary of state for  filing  articles  of  restatement
 25    setting  forth  the name of the corporation and the text of the restated arti-
 26    cles of incorporation together with a certificate setting forth:
 27        (a)  Whether the restatement contains an amendment to the articles requir-
 28        ing shareholder approval and, if it does not, that the board of  directors
 29        adopted the restatement;
 30        (b)  Or if the restatement contains an amendment to the articles requiring
 31        shareholder approval, the information which states that the restated arti-
 32        cles  consolidate  all  amendments  into  a  single document and, if a new
 33        amendment is included in the restated articles, which  also  includes  the
 34        statements required by under section 30-1-1006, Idaho Code.
 35        (54)  Duly adopted restated articles of incorporation supersede the origi-
 36    nal articles of incorporation and all amendments to them thereto.
 37        (65)  The  secretary  of state may certify restated articles of incorpora-
 38    tion, as the articles of incorporation currently in effect, without  including
 39    the certificate information required by subsection (43) of this section.
                                                                        
 40        SECTION  37.  That  Section  30-1-1008,  Idaho  Code,  be, and the same is
 41    hereby amended to read as follows:
                                                                        
 42        30-1-1008.  AMENDMENT PURSUANT  TO  REORGANIZATION.  (1)  A  corporation's
 43    articles of incorporation may be amended without action by the board of direc-
 44    tors  or shareholders to carry out a plan of reorganization ordered or decreed
 45    by a court of competent jurisdiction under federal statute if the articles  of
 46    incorporation  after  amendment contain only provisions  required or permitted
 47    by section 30-1-202, Idaho Code the authority of a law of the United States.
 48        (2)  The individual or individuals designated by the court  shall  deliver
 49    to the secretary of state for filing articles of amendment setting forth:
 50        (a)  The name of the corporation;
 51        (b)  The text of each amendment approved by the court;
                                                                        
                                           33
                                                                        
  1        (c)  The  date  of  the  court's order or decree approving the articles of
  2        amendment;
  3        (d)  The title of the reorganization proceeding  in  which  the  order  or
  4        decree was entered; and
  5        (e)  A  statement  that the court had jurisdiction of the proceeding under
  6        federal statute.
  7        (3)  Shareholders of a corporation undergoing reorganization do  not  have
  8    dissenters'  rights except as and to the extent provided in the reorganization
  9    plan.
 10        (4)  This section does not apply after entry of  a  final  decree  in  the
 11    reorganization  proceeding  even  though the court retains jurisdiction of the
 12    proceeding for limited purposes unrelated to consummation of  the  reorganiza-
 13    tion plan.
                                                                        
 14        SECTION  38.  That  Section  30-1-1009,  Idaho  Code,  be, and the same is
 15    hereby amended to read as follows:
                                                                        
 16        30-1-1009.  EFFECT OF AMENDMENT. An amendment to the articles of  incorpo-
 17    ration  does  not affect a cause of action existing against or in favor of the
 18    corporation, a proceeding to which the corporation is a party, or the existing
 19    rights of persons other than shareholders of  the  corporation.  An  amendment
 20    changing  a  corporation's  name  does  not  abate  a proceeding brought by or
 21    against the corporation in its former name.
                                                                        
 22        SECTION 39.  That Section 30-1-1020, Idaho  Code,  be,  and  the  same  is
 23    hereby amended to read as follows:
                                                                        
 24        30-1-1020.  AMENDMENT  BY  BOARD  OF  DIRECTORS  OR  SHAREHOLDERS.  (1)  A
 25    corporation's shareholders may amend or repeal the corporation's bylaws.
 26        (2)  A   corporation's   board  of  directors  may  amend  or  repeal  the
 27    corporation's bylaws unless:
 28        (a)  The articles of incorporation  or  this  chapter  section  30-1-1021,
 29        Idaho  Code,  reserve  this  that power exclusively to the shareholders in
 30        whole or part; or
 31        (b)  The shareholders in amending, or repealing, a particular or  adopting
 32        a  bylaw  provide  expressly  provide  that the board of directors may not
 33        amend, or repeal, or reinstate that bylaw.
 34        (2)  A corporation's shareholders may amend or  repeal  the  corporation's
 35    bylaws  even though the bylaws may also be amended or repealed by its board of
 36    directors.
                                                                        
 37        SECTION 40.  That Section 30-1-1021, Idaho  Code,  be,  and  the  same  is
 38    hereby repealed.
                                                                        
 39        SECTION  41.  That  Section  30-1-1022,  Idaho  Code,  be, and the same is
 40    hereby amended to read as follows:
                                                                        
 41        30-1-10221.  BYLAW INCREASING QUORUM OR VOTING REQUIREMENT FOR  DIRECTORS.
 42    (1)  A  bylaw  that fixes increases a greater quorum or voting requirement for
 43    the board of directors may be amended or repealed:
 44        (a)  If originally adopted by the shareholders, only by  the  shareholders
 45        unless the bylaws otherwise provide;
 46        (b)  If originally adopted by the board of directors, either by the share-
 47        holders or by the board of directors.
 48        (2)  A bylaw adopted or amended by the shareholders that fixes increases a
                                                                        
                                           34
                                                                        
  1    greater  quorum  or  voting requirement for the board of directors may provide
  2    that it may can be amended or repealed only by a specified vote of either  the
  3    shareholders or the board of directors.
  4        (3)  Action by the board of directors under subsection (1)(b) of this sec-
  5    tion  to  adopt  or  amend or repeal a bylaw that changes the quorum or voting
  6    requirement for the board of directors must meet the same  quorum  requirement
  7    and  be  adopted by the same vote required to take action under the quorum and
  8    voting requirement then in effect or proposed  to  be  adopted,  whichever  is
  9    greater.
                                                                        
 10        SECTION  42.  That  Part  11, Chapter 1, Title 30, Idaho Code, be, and the
 11    same is hereby amended by the addition thereto of a NEW SECTION, to  be  known
 12    and designated as Section 30-1-1101, Idaho Code, and to read as follows:
                                                                        
 13        30-1-1101.  DEFINITIONS. As used in this part:
 14        (1)  "Merger"  means a business combination pursuant to section 30-1-1102,
 15    Idaho Code.
 16        (2)  "Party to a merger" or "party to a share exchange" means any domestic
 17    or foreign corporation or eligible entity that will:
 18        (a)  Merge under a plan of merger;
 19        (b)  Acquire shares or eligible interests of  another  corporation  or  an
 20        eligible entity in a share exchange; or
 21        (c)  Have  all  of  its  shares or eligible interests or all of one (1) or
 22        more classes or series of its shares or eligible interests acquired  in  a
 23        share exchange.
 24        (3)  "Share  exchange"  means  a  business combination pursuant to section
 25    30-1-1103, Idaho Code.
 26        (4)  "Survivor" in a merger means the corporation or eligible entity  into
 27    which  one  (1)  or more other corporations or eligible entities are merged. A
 28    survivor of a merger may preexist the merger or be created by the merger.
                                                                        
 29        SECTION 43.  That Section 30-1-1101, Idaho  Code,  be,  and  the  same  is
 30    hereby amended to read as follows:
                                                                        
 31        30-1-11012.  MERGER.  (1)  One  (1) or more domestic business corporations
 32    may merge into another corporation or, subject to any law applicable  to  lim-
 33    ited  liability  companies,  into a limited liabililty company if the board of
 34    directors of each corporation adopts and its shareholders, if required by sec-
 35    tion 30-1-1103, Idaho Code, approve a plan of merger  with  one  (1)  or  more
 36    domestic  or  foreign business corporations or eligible entities pursuant to a
 37    plan of merger, or two (2) or more foreign business corporations  or  domestic
 38    or  foreign  eligible entities may merge into a new domestic business corpora-
 39    tion to be created in the merger in the manner provided in this part.
 40        (2)  A foreign business corporation, or a foreign eligible entity, may  be
 41    a party to a merger with a domestic business corporation, or may be created by
 42    the  terms  of the plan of merger, only if the merger is permitted by the for-
 43    eign business corporation or eligible entity. If the organic law of a domestic
 44    eligible entity does not provide procedures for the approval of  a  merger,  a
 45    plan  of  merger  may  be  adopted  and  approved, the merger effectuated, and
 46    appraisal rights exercised in accordance with the procedures in this part  and
 47    part 13 of this chapter. For the purposes of applying this part and part 13 of
 48    this chapter:
 49        (a)  The eligible entity, its members or interest holders, eligible inter-
 50        ests and organic documents taken together shall be deemed to be a domestic
 51        business  corporation, shareholders, shares and articles of incorporation,
                                                                        
                                           35
                                                                        
  1        respectively and vice versa as the context may require; and
  2        (b)  If the business and affairs of the eligible entity are managed  by  a
  3        group of persons that is not identical to the members or interest holders,
  4        that group shall be deemed to be the board of directors.
  5        (3)  The plan of merger must set forth include:
  6        (a)  The  name of each domestic or foreign business corporation or limited
  7        liability company planning to eligible entity that will merge and the name
  8        of the surviving domestic or foreign business corporation or limited  lia-
  9        bility company into which each other corporation or limited liability com-
 10        pany  plans  to  merge  eligible  entity  that will be the survivor of the
 11        merger;
 12        (b)  The terms and conditions of the merger; and
 13        (c)  The manner and basis of converting the shares of each merging  domes-
 14        tic  or  foreign business corporation or rights or securities of or inter-
 15        ests in each limited liability company  and  eligible  interests  of  each
 16        merging  domestic  or foreign eligible entity into shares, obligations, or
 17        other securities, of the surviving  or  any  other  corporation,  or  into
 18        rights or securities of or interests in the surviving or any other limited
 19        liability company, or into cash or eligible interests, obligations, rights
 20        to  acquire  shares,  other  securities or eligible interests, cash, other
 21        property in whole or part or any combination of the foregoing;
 22        (d)  The articles of incorporation of any domestic or foreign business  or
 23        nonprofit corporation, or the organic documents of any domestic or foreign
 24        unincorporated  entity,  to be created by the merger, or if a new domestic
 25        or foreign business or nonprofit corporation or unincorporated  entity  is
 26        not to be created by the merger, any amendments to the survivor's articles
 27        of incorporation or organic documents; and
 28        (e)  Any  other  provisions  required by the laws under which any party to
 29        the merger is organized or by which it is governed, or by the articles  of
 30        incorporation or organic document of any such party.
 31        (4)  Terms  of  a  plan  of merger may be made dependent upon facts objec-
 32    tively ascertainable outside the plan in accordance with section 30-1-120(11),
 33    Idaho Code.
 34        (35)  The plan of merger may set forth:
 35        (a)  Amendments to the articles of incorporation of the surviving corpora-
 36        tion; and
 37        (b)  Other provisions relating to the merger also include a provision that
 38        the plan may be amended prior to filing articles of  merger,  but  if  the
 39        shareholders  of  a domestic corporation that is a party to the merger are
 40        required or permitted to vote on the plan, the plan must provide that sub-
 41        sequent to approval of the plan by such shareholders the plan may  not  be
 42        amended to change:
 43        (a)  The amount or kind of shares or other securities, eligible interests,
 44        obligations, rights to acquire shares, other securities or eligible inter-
 45        ests,  cash, or other property to be received under the plan by the share-
 46        holders of or owners of eligible interests in any party to the merger;
 47        (b)  The articles of incorporation of any corporation, or the organic doc-
 48        uments of any unincorporated entity, that will survive or be created as  a
 49        result  of  the merger, except for changes permitted by section 30-1-1005,
 50        Idaho Code, or by comparable provisions of the organic laws  of  any  such
 51        foreign corporation or domestic or foreign unincorporated entity; or
 52        (c)  Any  of the other terms or conditions of the plan if the change would
 53        adversely affect such shareholders in any material respect.
                                                                        
 54        SECTION 44.  That Section 30-1-1102, Idaho  Code,  be,  and  the  same  is
                                                                        
                                           36
                                                                        
  1    hereby amended to read as follows:
                                                                        
  2        30-1-11023.  SHARE EXCHANGE. (1) Through a share exchange:
  3        (a)  A  domestic  corporation may acquire all of the outstanding shares of
  4        one (1) or more classes or series of shares of another domestic or foreign
  5        corporation, if the board of directors of each corporation adopts and  its
  6        shareholders,  if  required  by section 30-1-1103, Idaho Code, approve the
  7        exchange or all of the interests of one (1) or more classes or  series  of
  8        interests of a domestic or foreign eligible entity, in exchange for shares
  9        or  other  securities, interests, obligations, rights to acquire shares or
 10        other securities, cash, other property, or any combination of the  forego-
 11        ing, pursuant to a plan of share exchange; or
 12        (b)  All of the shares of one (1) or more classes or series of shares of a
 13        domestic corporation may be acquired by another domestic or foreign corpo-
 14        ration  or  eligible  entity,  in exchange for shares or other securities,
 15        interests, obligations, rights to  acquire  shares  or  other  securities,
 16        cash,  other  property, or any combination of the foregoing, pursuant to a
 17        plan of share exchange.
 18        (2)  A foreign corporation, or a domestic or foreign eligible entity,  may
 19    be  a party to a share exchange only if the share exchange is permitted by the
 20    organic law the corporation or eligible entity is organized under or by  which
 21    it is governed. If the organic law of a domestic eligible entity does not pro-
 22    vide procedures for the approval of a share exchange, a plan of share exchange
 23    may be adopted and approved, and the share exchange effectuated, in accordance
 24    with  the  procedures,  if any, for a merger. If the organic law of a domestic
 25    eligible entity does not provide procedures for the approval of either a share
 26    exchange or a merger, a plan of share exchange may be  adopted  and  approved,
 27    the  share exchange effectuated, and appraisal rights exercised, in accordance
 28    with the procedures in this part and part 13 of this chapter. For the purposes
 29    of applying this part and part 13:
 30        (a)  The eligible entity, its interest holders, interests and organic doc-
 31        uments taken together shall be deemed to be a domestic  business  corpora-
 32        tion, shareholders, shares and articles of incorporation, respectively and
 33        vice versa as the context may require; and
 34        (b)  If  the  business and affairs of the eligible entity are managed by a
 35        group of persons that is not identical to the interest holders, that group
 36        shall be deemed to be the board of directors.
 37        (23)  The plan of share exchange must set forth include:
 38        (a)  The name of the each corporation or eligible entity whose  shares  or
 39        interests  will  be  acquired and the name of the acquiring corporation or
 40        eligible entity that will acquire those shares or interests;
 41        (b)  The terms and conditions of the share exchange; and
 42        (c)  The manner and basis of exchanging the  shares  to  be  acquired  for
 43        shares,  obligations,  or  other  securities of the acquiring or any other
 44        corporation or for cash or other property in whole or part of  a  corpora-
 45        tion  or interests in an eligible entity whose shares or interests will be
 46        acquired under the share exchange into shares or other securities,  inter-
 47        ests,  obligations,  rights to acquire shares, other securities, or inter-
 48        ests, cash, other property, or any combination of the foregoing; and
 49        (d)  Any other provisions required by the laws under which  any  party  to
 50        the  share  exchange  is  organized or by the articles of incorporation or
 51        organic document of such party.
 52        (4)  Terms of a plan of share exchange may be made  dependent  upon  facts
 53    objectively   ascertainable  outside  the  plan  in  accordance  with  section
 54    30-1-120(11), Idaho Code.
                                                                        
                                           37
                                                                        
  1        (35)  The plan of exchange may set forth other provisions relating to  the
  2    exchange also include a provision that the plan may be amended prior to filing
  3    articles  of share exchange, but if the shareholders of a domestic corporation
  4    that is a party to the share exchange are required or permitted to vote on the
  5    plan, the plan must provide that subsequent to approval of the  plan  by  such
  6    shareholders the plan may not be amended to change:
  7        (a)  The  amount or kind of shares or other securities, interests, obliga-
  8        tions, rights to acquire shares, other securities or interests,  cash,  or
  9        other property to be issued by the corporation or to be received under the
 10        plan  by  the  shareholders  of or owners of interests in any party to the
 11        share exchange; or
 12        (b)  Any of the other terms or conditions of the plan if the change  would
 13        adversely affect such shareholders in any material respect.
 14        (46)  This  section  does not limit the power of a domestic corporation to
 15    acquire all or part of the shares of one (1) or  more  classes  or  series  of
 16    another  corporation through a voluntary exchange or otherwise or interests in
 17    an eligible entity in a transaction other than a share exchange.
                                                                        
 18        SECTION 45.  That Section 30-1-1103, Idaho  Code,  be,  and  the  same  is
 19    hereby amended to read as follows:
                                                                        
 20        30-1-11034.  ACTION  ON A PLAN OF MERGER OR SHARE EXCHANGE. In the case of
 21    a domestic corporation that is a party to a merger or share exchange:
 22        (1)  After adopting a The plan  of  merger  or  share  exchange,  must  be
 23    adopted  by  the  board of directors. of each corporation party to the merger,
 24    and the board of directors of the corporation whose shares will be acquired in
 25    the share exchange, shall submit the plan of merger,
 26        (2)  Eexcept as provided in subsection  (7)  of  this  section,  or  share
 27    exchange for approval by its shareholders.
 28        (2)  For a plan of merger or share exchange to be approved:
 29        (a)  The board of directors must recommend and in section 30-1-1105, Idaho
 30        Code,  after  adopting  the  plan of merger or share exchange the board of
 31        directors must submit the plan to the shareholders for their approval. The
 32        board of directors must also transmit to the shareholders a recommendation
 33        that the shareholders approve the plan,  unless  the  board  of  directors
 34        determines  makes a determination that because of conflicts of interest or
 35        other special circumstances it should not make no such  a  recommendation,
 36        and  communicates  in  which case the basis for its determination board of
 37        directors must transmit to the shareholders with the plan; and  basis  for
 38        that determination.
 39        (b)  The shareholders entitled to vote must approve the plan.
 40        (3)  The  board  of directors may condition its submission of the proposed
 41    plan of merger or share exchange to the shareholders on any basis.
 42        (4)  If the plan of merger or share exchange is required to be approved by
 43    the shareholders, and if the approval is to be given at a meeting, tThe corpo-
 44    ration shall must notify each shareholder, whether or not entitled to vote, of
 45    the proposed meeting of  shareholders'  meeting  in  accordance  with  section
 46    30-1-705,  Idaho  Code  at which the plan is to be submitted for approval. The
 47    notice must also state that the purpose, or one (1) of the  purposes,  of  the
 48    meeting  is  to consider the plan of merger or share exchange and must contain
 49    or be accompanied by a copy or summary of the plan. If the corporation  is  to
 50    be  merged  into  an existing corporation or eligible entity, the notice shall
 51    also include or be accompanied by a copy or summary of the articles of  incor-
 52    poration  or  organizational documents of that corporation or eligible entity.
 53    If the corporation is to be merged into a corporation or eligible entity  that
                                                                        
                                           38
                                                                        
  1    is to be created pursuant to the merger, the notice shall include or be accom-
  2    panied  by  a  copy or a summary of the articles of incorporation or organiza-
  3    tional documents of the new corporation or eligible entity.
  4        (5)  Unless this chapter, the articles of incorporation, or the  board  of
  5    directors,  acting  pursuant  to  subsection  (3)  of this section, requires a
  6    greater vote or a vote by voting groups, greater number of votes to  be  pres-
  7    ent, approval of the plan of merger or share exchange to be authorized must be
  8    approved  by  each  voting  group entitled to vote separately on the plan by a
  9    majority of all requires the approval of the  shareholders  at  a  meeting  at
 10    which  a  quorum consisting of at least a majority of the votes entitled to be
 11    cast on the plan exists, and, if any class or series of shares is entitled  to
 12    vote as a separate group on the plan of merger or share exchange, the approval
 13    of  each such separate voting group at a meeting at which a quorum of the vot-
 14    ing group consisting of at least a majority of the votes entitled to  be  cast
 15    on the merger or share exchange by that voting group is present.
 16        (6)  Separate voting by voting groups is required:
 17        (a)  On  a  plan of merger, if the plan contains a provision that, by each
 18        class or series of shares that:
 19             (i)   Are to be converted under the plan of merger into other securi-
 20             ties, interests, obligations, rights to acquire shares, other securi-
 21             ties or interests, cash, other property, or any  combination  of  the
 22             foregoing; or
 23             (ii)  Would be entitled to vote as a separate group on a provision in
 24             the  plan  that,  if contained in a proposed amendment to articles of
 25             incorporation, would require action by one (1) or more separate  vot-
 26             ing  groups  on the proposed amendment under section 30-1-1004, Idaho
 27             Code;
 28        (b)  On a plan of share  exchange  by  each  class  or  series  of  shares
 29        included  in  the exchange, with each class or series constituting a sepa-
 30        rate voting group; and
 31        (c)  On a plan of merger or share exchange, if the voting group  is  enti-
 32        tled  under  the  articles  of  incorporation to vote as a voting group to
 33        approve a plan of merger or share exchange.
 34        (7)  Action  Unless  the  articles  of  incorporation  otherwise  provide,
 35    approval by the corporation's  shareholders of the surviving corporation on  a
 36    plan of merger or share exchange is not required if:
 37        (a)  The  corporation will survive the merger or is the acquiring corpora-
 38        tion in a share exchange;
 39        (b)  Except for amendments permitted by section 30-1-1005, Idaho Code, its
 40        articles of incorporation of the surviving corporation  will  not  differ,
 41        except  for  amendments  enumerated in section 30-1-1002, Idaho Code, from
 42        articles before the merger be changed;
 43        (bc)  Each shareholder of the surviving corporation whose shares were out-
 44        standing immediately before the effective date  of  the  merger  or  share
 45        exchange will hold the same number of shares, with identical designations,
 46        preferences,  limitations,  and  relative  rights,  immediately  after the
 47        effective date of change;
 48        (c)  The number of voting shares outstanding immediately after the merger,
 49        plus the number of voting shares issuable  as  a  result  of  the  merger,
 50        either  by  the  conversion of securities issued pursuant to the merger or
 51        the exercise of rights and warrants issued pursuant to  the  merger,  will
 52        not  exceed  by  more than twenty percent (20%) the total number of voting
 53        shares of the surviving corporation  outstanding  immediately  before  the
 54        merger; and
 55        (d)  The  number of participating shares outstanding immediately after the
                                                                        
                                           39
                                                                        
  1        merger, plus the number of participating shares issuable as  a  result  of
  2        the  merger, either by the conversion of securities issued pursuant to the
  3        merger or the exercise of rights  and  warrants  issued  pursuant  to  the
  4        merger,  will not exceed by more than twenty  percent (20%) the total num-
  5        ber of participating shares outstanding immediately before the merger  The
  6        issuance  in  the  merger  or share exchange of shares or other securities
  7        convertible into or rights exercisable for shares does not require a  vote
  8        under section 30-1-621(6), Idaho Code.
  9        (8)  As used in subsection (7) of this section:
 10        (a)  "Participating  shares"  means  shares  that entitle their holders to
 11        participate without limitation in distributions.
 12        (b)  "Voting shares" means shares  that  entitle  their  holders  to  vote
 13        unconditionally in election of directors.
 14        (9)  After  a  merger  or  share  exchange  is authorized, and at any time
 15    before articles of merger or share exchange are filed, the planned  merger  or
 16    share  exchange  may  be abandoned, subject to any contractual rights, without
 17    further shareholder action, in accordance with the procedure set forth in  the
 18    plan  of  merger  or  share  exchange  or, if none is set forth, in the manner
 19    determined by the board of directors If as a  result  of  a  merger  or  share
 20    exchange  one  (1) or more shareholders of a domestic corporation would become
 21    subject to owner liability for the debts, obligations or  liabilities  of  any
 22    other person or entity, approval of the plan of merger or share exchange shall
 23    require the execution, by each such shareholder, of a separate written consent
 24    to become subject to such owner liability.
                                                                        
 25        SECTION  46.  That  Section  30-1-1104,  Idaho  Code,  be, and the same is
 26    hereby amended to read as follows:
                                                                        
 27        30-1-11045.  MERGER OF BETWEEN PARENT AND SUBSIDIARY OR BETWEEN SUBSIDIAR-
 28    IES. (1) A domestic parent corporation owning that owns shares of  a  domestic
 29    or  foreign corporation that carry at least ninety percent (90%) of the voting
 30    power of each class and series of the outstanding shares of each  class  of  a
 31    the  subsidiary  corporation  that  have voting power may merge the subsidiary
 32    into itself without approval of the shareholders of the parent or subsidiary.
 33        (2)  The or into another such subsidiary,  without  the  approval  of  the
 34    board of directors of the parent shall adopt a plan of merger that sets forth:
 35        (a)  The names of the parent and subsidiary; and
 36        (b)  The  manner and basis of converting the shares or shareholders of the
 37        subsidiary into shares, obligations or other securities of the  parent  or
 38        any other corporation or into cash or other property in whole or part.
 39        (3)  The  parent  shall  mail  a copy of the plan of merger to each share-
 40    holder of the subsidiary who does not waive the mailing requirement  in  writ-
 41    ing.
 42        (4)  The  parent  may  not  deliver articles of merger to the secretary of
 43    state for filing until at least thirty (30) days after the date  it  mailed  a
 44    copy  of  the plan of merger to each shareholder of the subsidiary who did not
 45    waive the mailing requirement.
 46        (5)  Articles of merger under this section may not contain  amendments  to
 47    unless  the  articles  of  incorporation of the parent corporation, except for
 48    amendments enumerated in section 30-1-1002, Idaho Code any of the corporations
 49    otherwise provide, and unless, in the case of a foreign  subsidiary,  approval
 50    by the subsidiary's board of directors or shareholders is required by the laws
 51    under which the subsidiary is organized.
 52        (2)  If  under  subsection (1) of this section approval of a merger by the
 53    subsidiary's shareholders is  not  required,  the  parent  corporation  shall,
                                                                        
                                           40
                                                                        
  1    within  ten  (10)  days after the effective date of the merger, notify each of
  2    the subsidiary's shareholders that the merger has become effective.
  3        (3)  Except as provided in subsections (1) and  (2)  of  this  section,  a
  4    merger  between  a parent and a subsidiary shall be governed by the provisions
  5    of part 11 of this chapter applicable to mergers generally.
                                                                        
  6        SECTION 47.  That Section 30-1-1105, Idaho  Code,  be,  and  the  same  is
  7    hereby amended to read as follows:
                                                                        
  8        30-1-11056.  ARTICLES  OF  MERGER  OR  SHARE EXCHANGE. (1) After a plan of
  9    merger or share exchange is approved by the shareholders, or  adopted  by  the
 10    board  of  directors if shareholder approval is not required, the surviving or
 11    acquiring corporation shall deliver to the secretary of state for  filing  has
 12    been  adopted  and approved as required by this chapter, articles of merger or
 13    share exchange setting shall be executed on behalf of each party to the merger
 14    or share exchange by any officer or other duly authorized representative.  The
 15    articles shall set forth:
 16        (a)  The names of the parties to the merger or share exchange;
 17        (b)  If  the  articles  of  incorporation  of the survivor of a merger are
 18        amended, or if a new corporation is created as a result of a  merger,  the
 19        amendments  to the survivor's articles of incorporation or the articles of
 20        incorporation of the new corporation;
 21        (c)  If tThe plan of merger or share exchange;
 22        (b)  If shareholder required approval was not required by the shareholders
 23        of a domestic corporation  that  was  a  party  to  the  merger  or  share
 24        exchange,  a statement that the plan was duly approved by the shareholders
 25        and, if voting by any separate voting group was  required,  by  each  such
 26        separate  voting  group,  in  the  manner required by this chapter and the
 27        articles of incorporation;
 28        (d)  If the plan of merger or share exchange did not require  approval  by
 29        the  shareholders of a domestic corporation that was a party to the merger
 30        or share exchange, a statement to that effect; and
 31        (ce)   If approval of the shareholders of one  (1)  or  more  corporations
 32        party to the merger or share exchange was required:
 33             (i)   The  designation,  number  of outstanding shares, and number of
 34             votes entitled to be cast by each voting group entitled to vote sepa-
 35             rately on the plan as to each corporation; and
 36             (ii)  Either the total number of votes cast for and against the  plan
 37             by  each  voting group entitled to vote separately on the plan or the
 38             total number of undisputed votes cast for the plan separately by each
 39             voting group and a statement that the number cast  for  the  plan  by
 40             each voting group was sufficient for approval by that voting group As
 41             to  each  foreign  corporation or eligible entity that was a party to
 42             the merger or share exchange, a statement that the  participation  of
 43             the  foreign  corporation  or  eligible entity was duly authorized as
 44             required by the organic law of the corporation or eligible entity.
 45        (2)  A Articles of merger or share exchange takes effect upon  the  effec-
 46    tive  date of the articles of shall be delivered to the secretary of state for
 47    filing by the survivor of the merger or the acquiring corporation in  a  share
 48    exchange,  and  shall  take  effect  at the effective time provided in section
 49    30-1-123, Idaho Code. Articles of merger or share exchange  filed  under  this
 50    section  may be combined with any filing required under the organic law of any
 51    domestic eligible entity involved in the transaction if  the  combined  filing
 52    satisfies the requirements of both this section and the other organic law.
                                                                        
                                           41
                                                                        
  1        SECTION  48.  That  Section  30-1-1106,  Idaho  Code,  be, and the same is
  2    hereby amended to read as follows:
                                                                        
  3        30-1-11067.  EFFECT OF MERGER OR SHARE EXCHANGE. (1) When a  merger  takes
  4    effect becomes effective:
  5        (a)  Every  other  corporation  or  limited liability company party to the
  6        merger merges into the surviving corporation or limited liability  company
  7        and  The  corporation or eligible entity that is designated in the plan of
  8        merger as the survivor continues or comes into existence, as the case  may
  9        be;
 10        (b)  Tthe  separate  existence  of  every corporation or limited liability
 11        company except the surviving corporation or limited liability company eli-
 12        gible entity that is merged into the survivor ceases;
 13        (bc)  The title to all real estate and other All property  owned  by,  and
 14        every  contract  right possessed by, each corporation or limited liability
 15        company party to eligible entity that merges into the merger  survivor  is
 16        vested  in the surviving corporation or limited liability company survivor
 17        without reversion or impairment;
 18        (cd)  The surviving corporation or limited liability company has aAll lia-
 19        bilities of each corporation or limited liability  company  party  to  the
 20        merger  eligible entity that is merged into the survivor are vested in the
 21        survivor;
 22        (de)  A proceeding pending against any corporation  or  limited  liability
 23        company  party  to  the  merger  may be continued as if the merger did not
 24        occur or the surviving corporation or limited  liability  company  may  be
 25        substituted  in  the  proceeding  for the corporation or limited liability
 26        company The name of the survivor may, but need not be, substituted in  any
 27        pending  proceeding for the name of any party to the merger whose separate
 28        existence ceased in the merger;
 29        (ef)  The articles of incorporation or organic documents of the  surviving
 30        corporation  survivor  are  amended  to the extent provided in the plan of
 31        merger; and
 32        (g)  The articles of incorporation or organic documents of a survivor that
 33        is created by the merger become effective; and
 34        (fh)  The shares of each corporation or rights or securities of or that is
 35        a party to the merger, and the interests in each limited liability company
 36        an eligible entity that is a party to the a merger, that are  to  be  con-
 37        verted  under  the plan of merger into shares, eligible interests, obliga-
 38        tions, or other rights to acquire securities,  of  the  surviving  or  any
 39        other  corporation  or  into  rights or securities, of or interests in any
 40        limited liability company or into cash, or other property, or any combina-
 41        tion of the foregoing, are converted, and the former holders of  the  such
 42        shares  or rights or securities or eligible interests are entitled only to
 43        the rights provided to them in the articles plan of merger or to their any
 44        rights they may have under part 13 of this chapter or under any law appli-
 45        cable to limited liability companies  the  organic  law  of  the  eligible
 46        entity.
 47        (2)  When  a  share exchange takes effect becomes effective, the shares of
 48    each acquired domestic corporation are exchanged as provided in the plan,  and
 49    the  former holders of the shares that are to be exchanged for shares or other
 50    securities, interests, obligations, rights to acquire shares or other  securi-
 51    ties,  cash, other property, or any combination of the foregoing, are entitled
 52    only to the exchange rights provided to them in the articles   plan  of  share
 53    exchange or to their any rights they may have under part 13 of this chapter.
 54        (3)  A  person  who  becomes subject to owner liability for some or all of
                                                                        
                                           42
                                                                        
  1    the debts, obligations or liabilities of any entity as a result of a merger or
  2    share exchange shall have owner liability only to the extent provided  in  the
  3    organic  law  of the entity and only for those debts, obligations and liabili-
  4    ties that arise after the effective time of the articles of  merger  or  share
  5    exchange.
  6        (4)  Upon  merger  becoming effective, a foreign corporation, or a foreign
  7    eligible entity, that is the survivor of the merger is deemed to:
  8        (a)  Appoint the secretary of state as its agent for service of process in
  9        a proceeding to enforce the rights of shareholders of each domestic corpo-
 10        ration that is party to the merger who exercise appraisal rights; and
 11        (b)  Agree that it will promptly pay the amount, if  any,  to  which  such
 12        shareholders are entitled under part 13 of this chapter.
 13        (5)  The  effect of a merger or share exchange on the owner liability of a
 14    person who had owner liability for some or all of the  debts,  obligations  or
 15    liabilities of a party to the merger or share exchange shall be as follows:
 16        (a)  The  merger  or share exchange does not discharge any owner liability
 17        under the organic law of the entity in which the person was a  shareholder
 18        or interest holder to the extent any such owner liability arose before the
 19        effective time of the articles of merger or share exchange.
 20        (b)  The  person  shall  not have owner liability under the organic law of
 21        the entity in which the person was a shareholder or interest holder  prior
 22        to the merger or share exchange for any debt, obligation or liability that
 23        arises  after  the  effective  time  of  the  articles  of merger or share
 24        exchange.
 25        (c)  The provisions of the organic law of any entity for which the  person
 26        had  owner liability before the merger or share exchange shall continue to
 27        apply to the collection or discharge of any owner liability  preserved  by
 28        paragraph  (a)  of this subsection, as if the merger or share exchange had
 29        not occurred.
 30        (d)  The person shall have whatever rights of contribution from other per-
 31        sons as are provided by the organic law of the entity for which the person
 32        had owner liability with respect to any owner liability preserved by para-
 33        graph (a) of this subsection, as if the merger or share exchange  had  not
 34        occurred.
                                                                        
 35        SECTION  49.  That  Section  30-1-1107,  Idaho  Code,  be, and the same is
 36    hereby repealed.
                                                                        
 37        SECTION 50.  That Part 11, Chapter 1, Title 30, Idaho Code,  be,  and  the
 38    same  is  hereby amended by the addition thereto of a NEW SECTION, to be known
 39    and designated as Section 30-1-1108, Idaho Code, and to read as follows:
                                                                        
 40        30-1-1108.  ABANDONMENT OF A MERGER OR SHARE EXCHANGE. (1)  Unless  other-
 41    wise provided in a plan of merger or share exchange or in the laws under which
 42    a  foreign  business corporation or a domestic or foreign eligible entity that
 43    is a party to a merger or a share exchange is organized or by which it is gov-
 44    erned, after the plan has been adopted and approved as required by this  part,
 45    and  at  any time before the merger or share exchange has become effective, it
 46    may be abandoned by a domestic business corporation that is  a  party  thereto
 47    without action by its shareholders in accordance with any procedures set forth
 48    in  the  plan  of  merger  or share exchange or, if no such procedures are set
 49    forth in the plan, in the manner determined by the board of directors, subject
 50    to any contractual rights of other parties to the merger or share exchange.
 51        (2)  If a merger or share exchange is abandoned under  subsection  (1)  of
 52    this  section  after articles of merger or share exchange have been filed with
                                                                        
                                           43
                                                                        
  1    the secretary of state but before the merger  or  share  exchange  has  become
  2    effective, a statement that the merger or share exchange has been abandoned in
  3    accordance  with  this section, executed on behalf of a party to the merger or
  4    share exchange by an officer or other duly authorized representative, shall be
  5    delivered to the secretary of state for filing prior to the effective date  of
  6    the merger or share exchange. Upon filing, the statement shall take effect and
  7    the  merger  or  share exchange shall be deemed abandoned and shall not become
  8    effective.
                                                                        
  9        SECTION 51.  That the Heading for Part 12,  Chapter  1,  Title  30,  Idaho
 10    Code, be, and the same is hereby amended to read as follows:
                                                                        
 11                                       PART 12.
 12                              SALE DISPOSITION OF ASSETS
                                                                        
 13        SECTION  52.  That  Section  30-1-1201,  Idaho  Code,  be, and the same is
 14    hereby amended to read as follows:
                                                                        
 15        30-1-1201.  SALE DISPOSITION OF ASSETS IN REGULAR COURSE OF  BUSINESS  AND
 16    MORTGAGE  OF  ASSETS  NOT  REQUIRING  SHAREHOLDER APPROVAL. No approval of the
 17    shareholders of a corporation is required, unless the articles  of  incorpora-
 18    tion otherwise provide:
 19        (1)  A  corporation may, on the terms and conditions and for the consider-
 20    ation determined by the board of directors:
 21        (a)  Sell To sell, lease, exchange, or otherwise dispose of  all  any,  or
 22        substantially  all,  of its property the corporation's assets in the usual
 23        and regular course of business;
 24        (b2)  To mMortgage, pledge, dedicate to  the  repayment  of  indebtedness,
 25    whether  with  or  without  recourse,  or otherwise encumber any or all of its
 26    property the corporation's assets, whether or not in  the  usual  and  regular
 27    course of business; or
 28        (c3)  To  tTransfer any or all of its property the corporation's assets to
 29    a corporation one (1) or more corporations or eligible entities all the shares
 30    or interests of which are owned by the corporation.; or
 31        (24)  Unless the articles of incorporation require  it,  approval  by  the
 32    shareholders  of  a transaction described in subsection (1) of this section is
 33    not required To distribute assets pro rata to the holders of one (1)  or  more
 34    classes or series of the corporation's shares.
                                                                        
 35        SECTION  53.  That  Section  30-1-1202,  Idaho  Code,  be, and the same is
 36    hereby amended to read as follows:
                                                                        
 37        30-1-1202.  SALE OF ASSETS OTHER THAN IN REGULAR COURSE OF BUSINESS SHARE-
 38    HOLDER APPROVAL OF CERTAIN DISPOSITIONS. (1)  A  corporation  may  sell  sale,
 39    lease,  exchange  or  otherwise  dispose  of all, or substantially all, of its
 40    property, with or without the good will, otherwise than in the usual and regu-
 41    lar course of business, on the terms and conditions and for the  consideration
 42    determined  by  the  corporation's board of directors, if other disposition of
 43    assets, other than a disposition described in section 30-1-1201,  Idaho  Code,
 44    requires  approval  of the corporation's shareholders if the disposition would
 45    leave the corporation without a significant continuing business activity. If a
 46    corporation retains a business activity that represented at least  twenty-five
 47    percent (25%) of total assets at the end of the most recently completed fiscal
 48    year,  and  twenty-five  percent (25%) of either income from continuing opera-
 49    tions before taxes or revenues from  continuing  operations  for  that  fiscal
                                                                        
                                           44
                                                                        
  1    year,  in  each case of the corporation and its subsidiaries on a consolidated
  2    basis, the corporation will conclusively be deemed to have retained a signifi-
  3    cant continuing business activity.
  4        (2)  A disposition that requires approval of the shareholders  under  sub-
  5    section (1) of this section shall be initiated by a resolution by the board of
  6    directors proposes and its authorizing the disposition. After adoption of such
  7    a  resolution, the board of directors shall submit the proposed disposition to
  8    the shareholders for their approval. The board of directors shall also  trans-
  9    mit  to  the  shareholders  a recommendation that the shareholders approve the
 10    proposed transaction. disposition,
 11        (2)  For a transaction to be authorized:
 12        (a)  The board of directors must recommend the proposed transaction to the
 13        shareholders unless the board of directors determines makes  a  determina-
 14        tion  that  because  of  a  conflicts of interest or other special circum-
 15        stances it should not make no such a recommendation, and communicates  the
 16        basis  for  its  determination  in which case the board of directors shall
 17        transmit to the shareholders with the submission of the proposed  transac-
 18        tion; and
 19        (b)  The  shareholders  entitled  to vote must approve the transaction the
 20        basis for that determination.
 21        (3)  The board of directors may condition its submission of a  disposition
 22    to  the proposed transaction shareholders under subsection (1) of this section
 23    on any basis.
 24        (4)  If a disposition is required to be approved by the shareholders under
 25    subsection (1) of this section, and if the approval is to be given at a  meet-
 26    ing,  tThe  corporation shall notify each shareholder, whether or not entitled
 27    to vote, of the proposed shareholders'  meeting  in  accordance  with  section
 28    30-1-705, Idaho Code. The notice must also of shareholders at which the dispo-
 29    sition  is  to be submitted for approval. The notice shall state that the pur-
 30    pose, or one (1) of the purposes, of the meeting  is  to  consider  the  sale,
 31    lease,  exchange  or other disposition of all, or substantially all, the prop-
 32    erty of the corporation and contain or be accompanied by and shall  contain  a
 33    description of the transaction disposition, including the terms and conditions
 34    thereof and the consideration to be received by the corporation.
 35        (5)  Unless  the articles of incorporation or the board of directors, act-
 36    ing pursuant to subsection (3) of this section, require a greater  vote  or  a
 37    vote  by  voting  groups, the transaction to be authorized must be approved by
 38    greater number of votes to be present, the approval of a  disposition  by  the
 39    shareholders  shall  require  the approval of the shareholders at a meeting at
 40    which a quorum consisting of at least a majority of all the votes entitled  to
 41    be cast on the transaction disposition exists.
 42        (6)  After  a  sale,  lease,  exchange or other disposition of property is
 43    authorized, the transaction has been approved by the shareholders  under  sub-
 44    section  (2)  of this section, and at any time before the disposition has been
 45    consummated, it may be abandoned by the  corporation  without  action  by  the
 46    shareholders,  subject  to any contractual rights, without further shareholder
 47    action of other parties to the disposition.
 48        (7)  A transaction that constitutes a distribution is governed by  section
 49    30-1-640,  Idaho Code, and not disposition of assets in the course of dissolu-
 50    tion under part 14 of this chapter is not governed by this section.
 51        (8)  The assets of a direct or indirect consolidated subsidiary  shall  be
 52    deemed the assets of the parent corporation for the purposes of this section.
                                                                        
 53        SECTION  54.  That  the  Heading  for  Part 13, Chapter 1, Title 30, Idaho
 54    Code, be, and the same is hereby amended to read as follows:
                                                                        
                                           45
                                                                        
  1                                       PART 13.
  2                             DISSENTERS' APPRAISAL RIGHTS
                                                                        
  3        SECTION 55.  That Section 30-1-1301, Idaho  Code,  be,  and  the  same  is
  4    hereby amended to read as follows:
                                                                        
  5        30-1-1301.  DEFINITIONS. In this part:
  6        (1)  "Affiliate"  means  a  person that directly or indirectly through one
  7    (1) or more intermediaries controls, is controlled by, or is under common con-
  8    trol with another person or is a senior executive  thereof.  For  purposes  of
  9    section  30-1-1302(2)(d), Idaho Code, a person is deemed to be an affiliate of
 10    its senior executives.
 11        (2)  "Beneficial shareholder" means a person who is the  beneficial  owner
 12    of  shares  held  in  a voting trust or by a nominee on the beneficial owner's
 13    behalf.
 14        (3)  "Corporation" means the issuer of the  shares  held  by  a  dissenter
 15    before  the corporate action, or shareholder demanding appraisal and, for mat-
 16    ters covered in sections 30-1-1322 through 30-1-1331, Idaho Code, includes the
 17    surviving or acquiring corporation by entity in a merger. or share exchange of
 18    that issuer.
 19        (2)  "Dissenter" means a shareholder who is entitled to dissent from  cor-
 20    porate  action  under  section  30-1-1302,  Idaho Code, and who exercises that
 21    right when and in the manner required by sections 30-1-1320 through 30-1-1328,
 22    Idaho Code.
 23        (34)  "Fair value," with respect to a dissenter's shares, means the  value
 24    of the corporation's shares determined:
 25        (a)  Iimmediately before the effectuation of the corporate action to which
 26        the dissenter shareholder objects, excluding any appreciation or deprecia-
 27        tion  in  anticipation  of  the corporate action unless exclusion would be
 28        inequitable;
 29        (b)  Using customary and current valuation concepts and techniques  gener-
 30        ally  employed  for  similar  businesses in the context of the transaction
 31        requiring appraisal; and
 32        (c)  Without discounting for lack  of  marketability  or  minority  status
 33        except, if appropriate, for amendments to the articles pursuant to section
 34        30-1-1302(1)(e), Idaho Code.
 35        (45)  "Interest"  means  interest from the effective date of the corporate
 36    action until the date of payment, at the average rate currently  paid  by  the
 37    corporation  on  its  principal bank loans or, if none, at a rate that is fair
 38    and equitable under all the circumstances of interest  on  judgments  in  this
 39    state on the effective date of the corporate action.
 40        (6)  "Preferred  shares"  means  a class or series of shares whose holders
 41    have preference over any other class or series with respect to distributions.
 42        (57)  "Record shareholder" means the person in whose name shares are  reg-
 43    istered in the records of the corporation or the beneficial owner of shares to
 44    the  extent  of the rights granted by a nominee certificate on file with a the
 45    corporation.
 46        (68)  "Beneficial shareholder" means the person who is a beneficial  owner
 47    of  shares  held  in  a voting trust or by a nominee as the record shareholder
 48    "Senior executive" means the chief executive officer, chief operating officer,
 49    chief financial officer, and anyone in charge of a principal business unit  or
 50    function.
 51        (79)  "Shareholder" means the both a record shareholder or the and a bene-
 52    ficial shareholder.
                                                                        
                                           46
                                                                        
  1        SECTION  56.  That  Section  30-1-1302,  Idaho  Code,  be, and the same is
  2    hereby amended to read as follows:
                                                                        
  3        30-1-1302.  RIGHT TO DISSENT APPRAISAL. (1) A shareholder is  entitled  to
  4    dissent  from appraisal rights, and to obtain payment of the fair value of his
  5    that shareholder's shares, in the event of, any  of  the  following  corporate
  6    actions:
  7        (a)  Consummation of a plan of merger to which the corporation is a party:
  8             (i)   If  shareholder  approval is required for the merger by section
  9             30-1-11034, Idaho Code, or the  articles  of  incorporation  and  the
 10             shareholder  is entitled to vote on the merger, except that appraisal
 11             rights shall not be available to any shareholder of  the  corporation
 12             with respect to shares of any class or series that remain outstanding
 13             after consummation of the merger; or
 14             (ii)  If the corporation is a subsidiary that is merged with its par-
 15             ent  under  and  the  merger is governed by section 30-1-11045, Idaho
 16             Code;
 17        (b)  Consummation of a plan of share exchange to which the corporation  is
 18        a  party  as  the corporation whose shares will be acquired, if the share-
 19        holder is entitled to vote on the plan  exchange,  except  that  appraisal
 20        rights  shall  not be available to any shareholder of the corporation with
 21        respect to any class or series of shares of the corporation  that  is  not
 22        exchanged;
 23        (c)  Consummation  of  a sale or exchange of all, or substantially all, of
 24        the property of the corporation other than in the usual and regular course
 25        of business disposition of assets pursuant  to  section  30-1-1202,  Idaho
 26        Code,  if  the  shareholder  is  entitled to vote on the sale or exchange,
 27        including a sale in dissolution, but not  including  a  sale  pursuant  to
 28        court order or a sale for cash pursuant to a plan by which all or substan-
 29        tially  all  of  the  net  proceeds of the sale will be distributed to the
 30        shareholders within one (1) year after the date of sale disposition;
 31        (d)  An amendment of the articles of incorporation with respect to a class
 32        or series of shares  that  materially  and  adversely  affects  rights  in
 33        respect of a dissenter's shares because it:
 34             (i)   Alters or abolishes a preferential right of the shares;
 35             (ii)  Creates,  alters or abolishes a right in respect of redemption,
 36             including a provision respecting a sinking fund for the redemption or
 37             repurchase, of the shares;
 38             (iii) Alters or abolishes a preemptive right of  the  holder  of  the
 39             shares to acquire shares or other securities;
 40             (iv)  Excludes  or limits the right of the shares to vote on any mat-
 41             ter, or to cumulate  votes,  other  than  a  limitation  by  dilution
 42             through  issuance  of  shares or other securities with similar voting
 43             rights; or
 44             (v)   Rreduces the number of shares of a class or series owned by the
 45             shareholder to a fraction of a share if the corporation has the obli-
 46             gation or right to repurchase the fractional share so created; is  to
 47             be acquired for cash under section 30-1-604, Idaho Code; or
 48        (e)  Any  corporate  action  taken  pursuant  to  a shareholder vote other
 49        amendment to the articles of incorporation, merger, share exchange or dis-
 50        position of assets to the extent provided by the  articles  of  incorpora-
 51        tion,  bylaws,  or  a  resolution of the board of directors. provides that
 52        voting or nonvoting shareholders are entitled to dissent and  obtain  pay-
 53        ment for their shares.
 54        (2)  Notwithstanding  subsection  (1) of this section, the availability of
                                                                        
                                           47
                                                                        
  1    appraisal rights under subsections (1)(a), (b), (c) and (d) shall  be  limited
  2    in accordance with the following provisions:
  3        (a)  Appraisal  rights shall not be available for the holders of shares of
  4        any class or series of shares which are:
  5             (i)   Listed on the New York stock exchange  or  the  American  stock
  6             exchange  or  designated  as  a national market system security on an
  7             interdealer quotation system by the national association  of  securi-
  8             ties dealers, inc.; or
  9             (ii)  Not  so  listed  or  designated, but have at least two thousand
 10             (2,000) shareholders and the outstanding  shares  of  such  class  or
 11             series  have  a  market  value  of  at  least  twenty million dollars
 12             ($20,000,000), exclusive of the value of such shares held by its sub-
 13             sidiaries, senior executives, directors and  beneficial  shareholders
 14             owning more than ten percent (10%) of such shares.
 15        (b)  The  applicability  of  subsection  (2)(a)  of  this section shall be
 16        determined as of:
 17             (i)   The record date fixed to determine the shareholders entitled to
 18             receive notice of, and vote at, the meeting of  shareholders  to  act
 19             upon the corporate action requiring appraisal rights; or
 20             (ii)  The  day  before the effective date of such corporate action if
 21             there is no meeting of shareholders.
 22        (c)  Subsection (2)(a)  of  this  section  shall  not  be  applicable  and
 23        appraisal  rights  shall  be  available pursuant to subsection (1) of this
 24        section for the holders of any class or series of shares who are  required
 25        by  the terms of the corporate action requiring appraisal rights to accept
 26        for such shares anything other than cash or shares of  any  class  or  any
 27        series  of shares of any corporation, or any other proprietary interest of
 28        any other entity, that satisfies the standards  set  forth  in  subsection
 29        (2)(a) of this section at the time the corporate action becomes effective.
 30        (d)  Subsection  (2)(a)  of  this  section  shall  not  be  applicable and
 31        appraisal rights shall be available pursuant to  subsection  (1)  of  this
 32        section for the holders of any class or series of shares where:
 33             (i)   Any  of  the  shares  or  assets  of  the corporation are being
 34             acquired or converted, whether by merger, share  exchange  or  other-
 35             wise,  pursuant to the corporate action by a person, or by an affili-
 36             ate of a person, who:
 37                  (A)  Is, or at any time in the one (1) year  period  immediately
 38                  preceding  approval  by  the board of directors of the corporate
 39                  action requiring appraisal rights was, the beneficial  owner  of
 40                  twenty percent (20%) or more of the voting power of the corpora-
 41                  tion, excluding any shares acquired pursuant to an offer for all
 42                  shares having voting power if such offer was made within one (1)
 43                  year  prior  to  the corporate action requiring appraisal rights
 44                  for consideration of the same kind and of a value  equal  to  or
 45                  less than that paid in connection with the corporate action; or
 46                  (B)  Directly  or  indirectly has, or at any time in the one (1)
 47                  year period immediately  preceding  approval  by  the  board  of
 48                  directors  of  the corporation of the corporate action requiring
 49                  appraisal rights had, the power, contractually or otherwise,  to
 50                  cause  the  appointment or election of twenty-five percent (25%)
 51                  or more of the directors to the board of directors of the corpo-
 52                  ration; or
 53             (ii)  Any of the shares  or  assets  of  the  corporation  are  being
 54             acquired  or  converted,  whether by merger, share exchange or other-
 55             wise, pursuant to such corporate action by a person, or by an affili-
                                                                        
                                           48
                                                                        
  1             ate of a person, who is, or at any time in the one  (1)  year  period
  2             immediately  preceding approval by the board of directors of the cor-
  3             porate action requiring appraisal rights was, a senior  executive  or
  4             director  of  the  corporation or a senior executive of any affiliate
  5             thereof, and that senior executive or director  will  receive,  as  a
  6             result  of  the  corporate  action, a financial benefit not generally
  7             available to other shareholders as such, other than:
  8                  (A)  Employment,  consulting,  retirement  or  similar  benefits
  9                  established separately and not as part of or in contemplation of
 10                  the corporate action; or
 11                  (B)  Employment,  consulting,  retirement  or  similar  benefits
 12                  established in contemplation of, or as part  of,  the  corporate
 13                  action  that  are  not more favorable than those existing before
 14                  the corporate action or,  if  more  favorable,  that  have  been
 15                  approved  on  behalf of the corporation in the same manner as is
 16                  provided in section 30-1-862, Idaho Code; or
 17                  (C)  In the case of a director of the corporation who  will,  in
 18                  the  corporate action, become a director of the acquiring entity
 19                  in the corporate action or one (1) of its affiliates, rights and
 20                  benefits as a director that are provided on the  same  basis  as
 21                  those afforded by the acquiring entity generally to other direc-
 22                  tors of such entity or such affiliate.
 23        (e)  For  the purposes of subsection (2)(d) of this section only, the term
 24        "beneficial owner" means any person who, directly or  indirectly,  through
 25        any contract, arrangement, or understanding, other than a revocable proxy,
 26        has  or shares the power to vote, or to direct the voting of, shares, pro-
 27        vided that a member of a national securities exchange shall not be  deemed
 28        to  be  a beneficial owner of securities held directly or indirectly by it
 29        on behalf of another person solely  because  such  member  is  the  record
 30        holder  of such securities if the member is precluded by the rules of such
 31        exchange from voting without instruction on contested matters  or  matters
 32        that  may  affect substantially the rights or privileges of the holders of
 33        the securities to be voted. When two (2) or  more  persons  agree  to  act
 34        together  for  the purpose of voting their shares of the corporation, each
 35        member of the group formed thereby shall be deemed to have acquired  bene-
 36        ficial  ownership,  as of the date of such agreement, of all voting shares
 37        of the corporation beneficially owned by any member of the group.
 38        (3)  Notwithstanding any other provision of this section, the articles  of
 39    incorporation as originally filed or any amendment thereto may limit or elimi-
 40    nate  appraisal  rights  for  any class or series of preferred shares, but any
 41    such limitation or elimination contained in an amendment to  the  articles  of
 42    incorporation  that  limits  or  eliminates  appraisal  rights for any of such
 43    shares that are outstanding immediately prior to the effective  date  of  such
 44    amendment  or  that  the  corporation  is  or may be required to issue or sell
 45    thereafter pursuant to any conversion, exchange or other right existing  imme-
 46    diately  before  the  effective  date of such amendment shall not apply to any
 47    corporate action that becomes effective within one (1) year of  that  date  if
 48    such action would otherwise afford appraisal rights.
 49        (4)  A  shareholder  entitled to dissent and obtain payment for his shares
 50    appraisal rights under this part may not challenge the a  completed  corporate
 51    action  creating  his  entitlement unless the action is unlawful or fraudulent
 52    with respect to the shareholder or the corporation for which appraisal  rights
 53    are available unless such corporate action:
 54        (a)  Was  not  effectuated in accordance with the applicable provisions of
 55        part 10, 11 or 12 of this chapter or the corporation's articles of  incor-
                                                                        
                                           49
                                                                        
  1        poration,  bylaws or board of directors' resolution authorizing the corpo-
  2        rate action; or
  3        (b)  Was procured as a result of fraud or material misrepresentation.
  4        (3)  This section does not apply to the holders of shares of any class  or
  5    series  if  the shares of the class or series are redeemable securities issued
  6    by a registered investment company as defined pursuant to the investment  com-
  7    pany act of 1940 (15 U.S.C. 80a-15 U.S.C. 80a-64).
  8        (4)  Unless  the  articles  of  incorporation  of  the corporation provide
  9    otherwise, this section does not apply to the holders of shares of a class  or
 10    series  if  the  shares  of  the class or series were registered on a national
 11    securities exchange, were  listed  on  the  national  market  systems  of  the
 12    national  association of securities dealers automated quotation system or were
 13    held of record by at least two thousand (2,000) shareholders on the date fixed
 14    to determine the shareholders entitled  to  vote  on  the  proposed  corporate
 15    action.
                                                                        
 16        SECTION  57.  That  Section  30-1-1303,  Idaho  Code,  be, and the same is
 17    hereby amended to read as follows:
                                                                        
 18        30-1-1303.  DISSENT ASSERTION OF RIGHTS BY NOMINEES AND BENEFICIAL OWNERS.
 19    (1) A record shareholder may assert dissenters' appraisal rights as  to  fewer
 20    than  all the shares registered in his the record shareholder's name but owned
 21    by a beneficial shareholder only if he dissents the record shareholder objects
 22    with respect to all shares beneficially of the class or series  owned  by  any
 23    one  (1)  person  the  beneficial  shareholder and notifies the corporation in
 24    writing of the name and address of each person beneficial shareholder on whose
 25    behalf he asserts dissenters' appraisal rights are being asserted.  The rights
 26    of a partial dissenter record shareholder who  asserts  appraisal  rights  for
 27    only  part of the shares held of record in the record shareholder's name under
 28    this subsection are shall be determined as if the shares as to which  he  dis-
 29    sents  the  record  shareholder objects and his the record shareholder's other
 30    shares were registered in the names of different record shareholders.
 31        (2)  A beneficial shareholder may assert dissenters' appraisal  rights  as
 32    to shares held on his behalf of the shareholder only if such shareholder:
 33        (a)  He  sSubmits to the corporation the record shareholder's written con-
 34        sent to the dissent not later than the  time  the  beneficial  shareholder
 35        asserts  dissenters'  assertion  of  such  rights  no  later than the date
 36        referred to in section 30-1-1322(2)(b)(ii), Idaho Code; and
 37        (b)  He dDoes so with respect to all shares of which he is  the  class  or
 38        series  that are beneficially owned by the beneficial shareholder. or over
 39        which he has power to direct the vote.
                                                                        
 40        SECTION 58.  That Section 30-1-1320, Idaho  Code,  be,  and  the  same  is
 41    hereby amended to read as follows:
                                                                        
 42        30-1-1320.  NOTICE OF DISSENTERS' APPRAISAL RIGHTS. (1) If proposed corpo-
 43    rate   action   creating   dissenters'   rights  under  described  in  section
 44    30-1-1302(1), Idaho Code, is to be submitted to  a  vote  at  a  shareholders'
 45    meeting, the meeting notice must state that the corporation has concluded that
 46    shareholders  are,  are not or may be entitled to assert dissenters' appraisal
 47    rights under this part. and be accompanied by  If  the  corporation  concludes
 48    that appraisal rights are or may be available, a copy of this part must accom-
 49    pany the meeting notice sent to those record shareholders entitled to exercise
 50    appraisal rights.
 51        (2)  If  corporate  action  creating  dissenters' rights under In a merger
                                                                        
                                           50
                                                                        
  1    pursuant to section 30-1-1302105, Idaho Code,  is  taken  without  a  vote  of
  2    shareholders,   the parent corporation shall must notify in writing all record
  3    shareholders  of  the  subsidiary  who  are  entitled  to  assert  dissenters'
  4    appraisal rights that the  corporate  action  was  taken  and  send  them  the
  5    dissenters'  notice became effective. Such notice must be sent within ten (10)
  6    days after the corporate action became effective  and  include  the  materials
  7    described in section 30-1-1322, Idaho Code.
                                                                        
  8        SECTION  59.  That  Section  30-1-1321,  Idaho  Code,  be, and the same is
  9    hereby amended to read as follows:
                                                                        
 10        30-1-1321.  NOTICE OF INTENT TO DEMAND PAYMENT. (1) If proposed  corporate
 11    action   creating   dissenters'   requiring  appraisal  rights  under  section
 12    30-1-1302, Idaho Code, is submitted to a vote at a  shareholders'  meeting,  a
 13    shareholder  who wishes to assert dissenters' appraisal rights with respect to
 14    any class or series of shares:
 15        (a)  Must deliver to the corporation before  the  vote  is  taken  written
 16        notice of his the shareholder's intent to demand payment for his shares if
 17        the proposed action is effectuated; and
 18        (b)  Must  not vote, his shares or cause or permit to be voted, any shares
 19        of such class or series in favor of the proposed action.
 20        (2)  A shareholder who does not satisfy the requirements of subsection (1)
 21    of this section is not entitled to payment for his shares under this part.
                                                                        
 22        SECTION 60.  That Section 30-1-1322, Idaho  Code,  be,  and  the  same  is
 23    hereby amended to read as follows:
                                                                        
 24        30-1-1322.  DISSENTERS'  APPRAISAL NOTICE AND FORM. (1) If proposed corpo-
 25    rate action creating dissenters'  requiring  appraisal  rights  under  section
 26    30-1-1302, Idaho Code, is authorized at a shareholders' meeting becomes effec-
 27    tive,  the  corporation  shall  must  deliver  a written dissenters' appraisal
 28    notice and form required by subsection (2)(a) of this section  to  all  share-
 29    holders  who  satisfied  the requirements of section 30-1-1321, Idaho Code. In
 30    the case of a merger under section 30-1-1105,  Idaho  Code,  the  parent  must
 31    deliver a written appraisal notice and form to all record shareholders who may
 32    be entitled to assert appraisal rights.
 33        (2)  The  dissenters'  appraisal  notice  must be sent no earlier than the
 34    date the corporate action became effective and no later  than  ten  (10)  days
 35    after the corporate action was taken, such date and must:
 36        (a)  State  where  the payment demand must be sent and where and when cer-
 37        tificates for certificated shares must be deposited;
 38        (b)  Inform holders of uncertificated shares to what  extent  transfer  of
 39        the shares will be restricted after the payment demand is received;
 40        (c)  Supply  a form for demanding payment that includes specifies the date
 41        of the first announcement to news media or to shareholders of the  princi-
 42        pal  terms  of  the proposed corporate action and requires that the person
 43        shareholder asserting dissenters' appraisal rights to certify:
 44             (i)   Wwhether or not he acquired beneficial ownership of  the  those
 45             shares  for  which  appraisal rights are asserted was acquired before
 46             that date; and
 47             (ii)  That the shareholder did not vote for the transaction;
 48        (b)  State:
 49             (i)   Where the form must be sent and where certificates for certifi-
 50             cated shares must be deposited and the date by which  those  certifi-
 51             cates  must be deposited, which date may not be earlier than the date
                                                                        
                                           51
                                                                        
  1             for receiving the required form under subsection (2)(b)(ii)  of  this
  2             section;
  3             (dii)  Set a A date by which the corporation must receive the payment
  4             demand  form, which date may not be fewer than thirty forty (340) nor
  5             more than sixty (60) days after the date  the  appraisal  notice  and
  6             form  in  subsection  (1) of this section is delivered; are sent, and
  7             state that the shareholder shall have  waived  the  right  to  demand
  8             appraisal  with  respect to the shares unless the form is received by
  9             the corporation by such specified date;
 10             (iii) The corporation's estimate of the fair value of the shares;
 11             (iv)  That, if requested in writing, the corporation will provide, to
 12             the shareholders so requesting, within ten (10) days after  the  date
 13             specified  in  subsection  (2)(b)(ii)  of  this section the number of
 14             shareholders who return the forms by the specified date and the total
 15             number of shares owned by them; and
 16             (v)   The  date  by  which  the  notice  to  withdraw  under  section
 17             30-1-1323, Idaho Code, must be received, which date  must  be  within
 18             twenty (20) days after the date specified in subsection (2)(b)(ii) of
 19             this section; and
 20        (ec)  Be accompanied by a copy of this part.
                                                                        
 21        SECTION  61.  That  Section  30-1-1323,  Idaho  Code,  be, and the same is
 22    hereby amended to read as follows:
                                                                        
 23        30-1-1323.  DUTY TO DEMAND PAYMENT PERFECTION OF RIGHTS -- RIGHT TO  WITH-
 24    DRAW.  (1)  A  shareholder sent a dissenters' who receives notice described in
 25    pursuant to  section  30-1-1322,  Idaho  Code,  and  who  wishes  to  exercise
 26    appraisal rights must demand payment, certify on the form sent by the corpora-
 27    tion whether he the beneficial owner of such shares acquired beneficial owner-
 28    ship of the shares before the date required to be set forth in the dissenters'
 29    notice pursuant to section 30-1-1322(2)(ca), Idaho Code., and, with respect to
 30    any  certificated  shares,  If a shareholder fails to make this certification,
 31    the corporation may elect to treat the shareholder's shares as  after-acquired
 32    shares  under  section  30-1-1325,  Idaho Code. In addition, a shareholder who
 33    wishes to exercise appraisal rights must execute and return the form  and,  in
 34    the case of certificated shares, deposit his the shareholder's certificates in
 35    accordance  with the terms of the notice by the date referred to in the notice
 36    pursuant to section 30-1-1322(2)(b)(ii), Idaho Code. Once a shareholder depos-
 37    its that shareholder's certificates or, in the case of uncertificated  shares,
 38    returns  the  executed  forms,  that  shareholder loses all rights as a share-
 39    holder, unless the shareholder withdraws pursuant to subsection  (2)  of  this
 40    section.
 41        (2)  The shareholder who demands payment and, with respect to any certifi-
 42    cated  shares,  deposits  his  share certificates under subsection (1) of this
 43    section retains all other rights of a shareholder until these rights are  can-
 44    celled  or  modified  by  the taking of the proposed corporate action A share-
 45    holder who has complied with subsection (1) of this section  may  nevertheless
 46    decline  to  exercise appraisal rights and withdraw from the appraisal process
 47    by so notifying the corporation in writing  by  the  date  set  forth  in  the
 48    appraisal  notice pursuant to section 30-1-1322(2)(b)(v), Idaho Code. A share-
 49    holder who fails to so withdraw from the appraisal process may not  thereafter
 50    withdraw without the corporation's written consent.
 51        (3)  A  shareholder  who does not demand payment or execute and return the
 52    form and, in the case of certificated shares, deposit his  that  shareholder's
 53    share  certificates  where  required,  each  by  the  date  set  forth  in the
                                                                        
                                           52
                                                                        
  1    dissenters' notice described in section 30-1-1322(2), Idaho Code, is shall not
  2    be entitled to payment for his shares under this part.
                                                                        
  3        SECTION 62.  That Section 30-1-1324, Idaho  Code,  be,  and  the  same  is
  4    hereby repealed.
                                                                        
  5        SECTION  63.  That  Section  30-1-1325,  Idaho  Code,  be, and the same is
  6    hereby amended to read as follows:
                                                                        
  7        30-1-13254.  PAYMENT. (1) Except as provided in section 30-1-13275,  Idaho
  8    Code,  as soon as the proposed corporate action is taken, or upon receipt of a
  9    payment demand within thirty (30) days after  the  form  required  by  section
 10    30-1-1322(2)(b)(ii),  Idaho  Code, is due, the corporation shall pay each dis-
 11    senter in cash to those shareholders who complied with  section  30-1-1323(1),
 12    Idaho  Code,  the amount the corporation estimates to be the fair value of his
 13    their shares, plus accrued interest.
 14        (2)  The payment to each shareholder pursuant to subsection  (1)  of  this
 15    section must be accompanied by:
 16        (a)  The corporation's Financial statements of the corporation that issued
 17        the shares to be appraised, consisting of a balance sheet as of the end of
 18        a  fiscal year ending not more than sixteen (16) months before the date of
 19        payment, an income statement for that year,  a  statement  of  changes  in
 20        shareholders'  equity  for  that  year,  and  the latest available interim
 21        financial statements, if any;
 22        (b)  A statement of the corporation's estimate of the fair  value  of  the
 23        shares,  which  estimate  must  equal or exceed the corporation's estimate
 24        given pursuant to section 30-1-1322(2)(b)(iii), Idaho Code; and
 25        (c)  An explanation of how the interest was calculated;
 26        (d)  A statement of the dissenter's that shareholders described in subsec-
 27        tion (1) of this section have the right to demand  further  payment  under
 28        section 30-1-13286,  Idaho Code;, and
 29        (e)  A  copy  of  that  if  any shareholder does not do so within the time
 30        period specified  therein,  such  shareholder  shall  be  deemed  to  have
 31        accepted  such  payment  in full satisfaction of the corporation's obliga-
 32        tions under this part.
                                                                        
 33        SECTION 64.  That Section 30-1-1326, Idaho  Code,  be,  and  the  same  is
 34    hereby repealed.
                                                                        
 35        SECTION  65.  That  Section  30-1-1327,  Idaho  Code,  be, and the same is
 36    hereby amended to read as follows:
                                                                        
 37        30-1-13275.  AFTER-ACQUIRED SHARES. (1) A corporation may elect  to  with-
 38    hold  payment  required  by  section  30-1-13254, Idaho Code, from a dissenter
 39    unless he was  the  any  shareholder  who  did  not  certify  that  beneficial
 40    ownership  of  the  all of the shareholder's shares for which appraisal rights
 41    are asserted was acquired  before  the  date  set  forth  in  the  dissenters'
 42    appraisal  notice  as  the  date of the first announcement to news media or to
 43    shareholders of the terms of the proposed corporate action  sent  pursuant  to
 44    section 30-1-1322(2)(a), Idaho Code.
 45        (2)  To  the  extent If the corporation elects elected to withhold payment
 46    under subsection (1) of this section,  after  taking  the  proposed  corporate
 47    action, it shall estimate the fair value of the shares, plus accrued interest,
 48    and  shall  pay  this amount to each dissenter who agrees to accept it in full
 49    satisfaction of his demand. The corporation shall send with its offer a state-
                                                                        
                                           53
                                                                        
  1    ment of its estimate of the fair value of the shares, an  explanation  of  how
  2    the  interest  was  calculated,  and  a  statement of the dissenter's right to
  3    demand payment under section 30-1-1328, Idaho Code it must, within thirty (30)
  4    days after the form required by section 30-1-1322(2)(b)(ii),  Idaho  Code,  is
  5    due,  notify all shareholders who are described in subsection (1) of this sec-
  6    tion:
  7        (a)  Of the information required by section 30-1-1324(2)(a), Idaho Code;
  8        (b)  Of the corporation's estimate  of  fair  value  pursuant  to  section
  9        39-1-1324(2)(b), Idaho Code;
 10        (c)  That  they  may accept the corporation's estimate of fair value, plus
 11        interest, in full satisfaction of their demands or demand appraisal  under
 12        section 30-1-1326, Idaho Code;
 13        (d)  That  those shareholders who wish to accept such offer must so notify
 14        the corporation of their acceptance  of  the  corporation's  offer  within
 15        thirty (30) days after receiving the offer; and
 16        (e)  That  those  shareholders  who  do  not  satisfy the requirements for
 17        demanding appraisal under section 30-1-1326, Idaho Code, shall  be  deemed
 18        to have accepted the corporation's offer.
 19        (3)  Within  ten  (10)  days  after receiving the shareholder's acceptance
 20    pursuant to subsection (2) of this section, the corporation must pay  in  cash
 21    the  amount  it offered under subsection (2)(b) of this section to each share-
 22    holder who agreed to accept the corporation's offer in  full  satisfaction  of
 23    the shareholder's demand.
 24        (4)  Within  forty (40) days after sending the notice described in subsec-
 25    tion (2) of this section, the corporation must  pay  in  cash  the  amount  it
 26    offered  to  pay  under  subsection (2)(b) of this section to each shareholder
 27    described in subsection (2)(e) of this section.
                                                                        
 28        SECTION 66.  That Section 30-1-1328, Idaho  Code,  be,  and  the  same  is
 29    hereby amended to read as follows:
                                                                        
 30        30-1-13286.  PROCEDURE  IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER.
 31    (1) A dissenter may shareholder paid  pursuant  to  section  30-1-1324,  Idaho
 32    Code,  who is dissatisfied with the amount of the payment must notify the cor-
 33    poration in writing of his own that shareholder's estimate of the  fair  value
 34    of  his  the shares and amount of interest due, and demand payment of his that
 35    estimate plus interest, less any payment under section 30-1-13254, Idaho Code,
 36    or reject the corporation's offer under section  30-1-1327,  Idaho  Code,  and
 37    demand payment of the fair value of his shares and interest due, if:
 38        (a)  The  dissenter believes that the amount paid under section 30-1-1325,
 39        Idaho Code, or offered under section 30-1-1327, Idaho Code, is  less  than
 40        the  fair value of his shares or that the interest due is incorrectly cal-
 41        culated;
 42        (b)  The corporation fails to make payment under section 30-1-1325,  Idaho
 43        Code, within sixty (60) days after the date set for demanding payment; or
 44        (c)  The  corporation, having failed to take the proposed action, does not
 45        return the deposited certificates or  release  the  transfer  restrictions
 46        imposed on uncertificated shares within sixty (60) days after the date set
 47        for  demanding  payment.  A  shareholder  offered  payment  under  section
 48        30-1-1325, Idaho Code, who is dissatisfied with that offer must reject the
 49        offer  and demand payment of the shareholder's stated estimate of the fair
 50        value of the shares plus interest.
 51        (2)  A dissenter waives his right to demand  payment  under  this  section
 52    unless  he notifies shareholder who fails to notify the corporation in writing
 53    of  his that shareholder's demand in writing  to  be  paid  the  shareholder's
                                                                        
                                           54
                                                                        
  1    stated  estimate  of the fair value plus interest under subsection (1) of this
  2    section within thirty (30) days after receiving the corporation's made payment
  3    or offered offer  of  payment  for  his  shares  under  section  30-1-1324  or
  4    30-1-1325,  Idaho Code, respectively, waives the right to demand payment under
  5    this section and shall be entitled only to the payment made or offered  pursu-
  6    ant to those respective sections.
                                                                        
  7        SECTION  67.  That  Section  30-1-1330,  Idaho  Code,  be, and the same is
  8    hereby amended to read as follows:
                                                                        
  9        30-1-1330.  COURT ACTION. TO DETERMINE SHARE VALUE. (1) If  a  shareholder
 10    makes  demand  for payment under section 30-1-13286, Idaho Code, which remains
 11    unsettled, the corporation shall commence a proceeding within sixty (60)  days
 12    after  receiving  the  payment  demand and petition the court to determine the
 13    fair value of the shares and accrued interest. If  the  corporation  does  not
 14    commence  the  proceeding within the sixty-day period, it shall pay in cash to
 15    each dissenter whose demand remains unsettled shareholder the amount  demanded
 16    pursuant to section 31-1-1326, Idaho Code, plus interest.
 17        (2)  The  corporation  shall commence the proceeding in the Idaho district
 18    appropriate court of the county where a the  corporation's  principal  office,
 19    or,  if  none, in this state, its registered office, in this state is located.
 20    If the corporation is a foreign corporation without  a  registered  office  in
 21    this state, it shall commence the proceeding in the county in this state where
 22    the  principal  office or registered office of the domestic corporation merged
 23    with or whose shares were acquired by the foreign corporation was  located  at
 24    the time of the transaction.
 25        (3)  The  corporation  shall  make all dissenters shareholders, whether or
 26    not residents of this state, whose demands remain  unsettled  parties  to  the
 27    proceeding,  as  in  an  action  against their shares, and all parties must be
 28    served with a copy of the petition. Nonresidents may be served  by  registered
 29    or certified mail or by publication as provided by law.
 30        (4)  The  jurisdiction  of  the court in which the proceeding is commenced
 31    under subsection (2) of this section is plenary and exclusive. The  court  may
 32    appoint  one  (1) or more persons as appraisers to receive evidence and recom-
 33    mend a decision on the question of fair value. The appraisers shall  have  the
 34    powers  described in the order appointing them, or in any amendment to it. The
 35    dissenters shareholders demanding appraisal rights are entitled  to  the  same
 36    discovery  rights  as  parties  in  other civil proceedings. There shall be no
 37    right to a jury trial.
 38        (5)  Each dissenter shareholder made a party to the proceeding is entitled
 39    to judgment:
 40        (a)  For the amount, if any, by which the court finds the  fair  value  of
 41        his  the  shareholder's  shares, plus interest, exceeds the amount paid by
 42        the corporation to the shareholder for such shares; or
 43        (b)  For the fair value, plus accrued interest, of his after-acquired  the
 44        shareholder's shares for which the corporation elected to withhold payment
 45        under section 30-1-13275, Idaho Code.
                                                                        
 46        SECTION  68.  That  Section  30-1-1331,  Idaho  Code,  be, and the same is
 47    hereby amended to read as follows:
                                                                        
 48        30-1-1331.  COURT COSTS AND COUNSEL FEES. (1) The court  in  an  appraisal
 49    proceeding  commenced under section 30-1-1330, Idaho Code, shall determine all
 50    costs of the proceeding, including the reasonable compensation and expenses of
 51    appraisers appointed by the court. The court shall assess  the  costs  against
                                                                        
                                           55
                                                                        
  1    the corporation, except that the court may assess costs against all or some of
  2    the  dissenters  shareholders  demanding appraisal, in amounts the court finds
  3    equitable, to the extent the court  finds  the  dissenters  such  shareholders
  4    acted  arbitrarily,  vexatiously,  or  not  in good faith in demanding payment
  5    under section 30-1-1328, Idaho Code with respect to  the  rights  provided  by
  6    this part.
  7        (2)  The  court  in  an  appraisal proceeding may also assess the fees and
  8    expenses of counsel and experts for the respective  parties,  in  amounts  the
  9    court finds equitable:
 10        (a)  Against  the corporation and in favor of any or all dissenters share-
 11        holders demanding appraisal if the court finds  the  corporation  did  not
 12        substantially  comply with the requirements of sections 30-1-1320, through
 13        30-1-13282,  30-1-1324 or 30-1-1325, Idaho Code; or
 14        (b)  Against either the corporation or a dissenter  shareholder  demanding
 15        appraisal,  in favor of any other party, if the court finds that the party
 16        against whom  the  fees  and  expenses  are  assessed  acted  arbitrarily,
 17        vexatiously,  or  not in good faith with respect to the rights provided by
 18        this part.
 19        (3)  If the court in an appraisal proceeding finds that  the  services  of
 20    counsel  for  any  dissenter  shareholder were of substantial benefit to other
 21    dissenters shareholders similarly situated, and that the fees for  those  ser-
 22    vices  should  not be assessed against the corporation, the court may award to
 23    these such counsel reasonable fees to be paid out of the  amounts  awarded  to
 24    dissenters shareholders who were benefited.
 25        (4)  To the extent the corporation fails to make a required payment pursu-
 26    ant  to section 30-1-1324, 30-1-1325 or 30-1-1326, Idaho Code, the shareholder
 27    may sue directly for the amount owed and, to the extent successful,  shall  be
 28    entitled  to  recover from the corporation all costs and expenses of the suit,
 29    including counsel fees.
                                                                        
 30        SECTION 69.  That Section 30-1-1402, Idaho  Code,  be,  and  the  same  is
 31    hereby amended to read as follows:
                                                                        
 32        30-1-1402.  DISSOLUTION  BY  BOARD  OF  DIRECTORS  AND SHAREHOLDERS. (1) A
 33    corporation's board of directors may propose dissolution for submission to the
 34    shareholders.
 35        (2)  For a proposal to dissolve to be adopted:
 36        (a)  The board of directors must recommend dissolution to the shareholders
 37        unless the board of directors determines  that  because  of  conflicts  of
 38        interest  or  other special circumstances it should make no recommendation
 39        and communicates the basis for its determination to the shareholders; and
 40        (b)  The shareholders entitled to vote must approve the proposal  to  dis-
 41        solve as provided in subsection (5) of this section.
 42        (3)  The  board  of directors may condition its submission of the proposal
 43    for dissolution on any basis.
 44        (4)  The corporation shall notify each shareholder, whether or  not  enti-
 45    tled  to  vote, of the proposed shareholders' meeting. in accordance with sec-
 46    tion 30-1-705, Idaho Code. The notice must also state that the purpose, or one
 47    (1) of the purposes, of the meeting is to consider dissolving the corporation.
 48        (5)  Unless the articles of incorporation or the board of directors,  act-
 49    ing  pursuant  to  subsection  (3)  of this section, require a greater vote, a
 50    greater number of shares to be present, or a vote by voting  groups,  adoption
 51    of  the  proposal  to dissolve to be adopted must be approved by a majority of
 52    all shall require the approval of the shareholders at a  meeting  at  which  a
 53    quorum  consisting  of at least a majority of the votes entitled to be cast on
                                                                        
                                           56
                                                                        
  1    that proposal exists.
                                                                        
  2        SECTION 70.  That Section 30-1-1403, Idaho  Code,  be,  and  the  same  is
  3    hereby amended to read as follows:
                                                                        
  4        30-1-1403.  ARTICLES  OF DISSOLUTION. (1) At any time after dissolution is
  5    authorized, the corporation may dissolve by delivering  to  the  secretary  of
  6    state for filing articles of dissolution setting forth:
  7        (a)  The name of the corporation;
  8        (b)  The date dissolution was authorized; and
  9        (c)  If dissolution was approved by the shareholders:
 10             (i)   The number of votes entitled to be cast on the proposal to dis-
 11             solve, and
 12             (ii)  Either  the total number of votes cast for and against dissolu-
 13             tion or the total number of undisputed votes cast for dissolution and
 14             a statement that the number cast for dissolution was  sufficient  for
 15             approval;
 16        (d)  If  voting by voting groups was required, the information required by
 17        paragraph (c) of this subsection must be separately provided for each vot-
 18        ing group entitled to vote separately on the plan to dissolve, a statement
 19        that the proposal to dissolve was duly approved by the shareholders in the
 20        manner required by this chapter and by the articles of incorporation.
 21        (2)  A corporation is dissolved upon the effective date of its articles of
 22    dissolution.
 23        (3)  For purposes of this part, "dissolved corporation" means  a  corpora-
 24    tion  whose  articles of dissolution have become effective and includes a suc-
 25    cessor entity to which the remaining assets of the corporation are transferred
 26    subject to its liabilities for purposes of liquidation.
                                                                        
 27        SECTION 71.  That Section 30-1-1404, Idaho  Code,  be,  and  the  same  is
 28    hereby amended to read as follows:
                                                                        
 29        30-1-1404.  REVOCATION  OF  DISSOLUTION.  (1) A corporation may revoke its
 30    dissolution within one hundred twenty (120) days of its effective date.
 31        (2)  Revocation of dissolution must be authorized in the  same  manner  as
 32    the  dissolution was authorized unless that authorization permitted revocation
 33    by action of the board of directors alone, in which event the board of  direc-
 34    tors may revoke the dissolution without shareholder action.
 35        (3)  After  the  revocation  of dissolution is authorized, the corporation
 36    may revoke the dissolution by delivering to the secretary of state for  filing
 37    articles of revocation of dissolution, together with a copy of its articles of
 38    dissolution, that set forth:
 39        (a)  The name of the corporation;
 40        (b)  The effective date of the dissolution that was revoked;
 41        (c)  The date that the revocation of dissolution was authorized;
 42        (d)  If  the corporation's board of directors or incorporators revoked the
 43        dissolution, a statement to that effect;
 44        (e)  If the corporation's board of directors revoked a dissolution  autho-
 45        rized  by  the  shareholders, a statement that revocation was permitted by
 46        action by the board of directors alone pursuant to that authorization; and
 47        (f)  If shareholder action was required to  revoke  the  dissolution,  the
 48        information required by section 30-1-1403(1)(c), or (d), Idaho Code.
 49        (4)  Revocation of dissolution is effective upon the effective date of the
 50    articles of revocation of dissolution.
 51        (5)  When  the  revocation of dissolution is effective, it relates back to
                                                                        
                                           57
                                                                        
  1    and takes effect as of the effective date of the dissolution and the  corpora-
  2    tion resumes carrying on its business as if dissolution had never occurred.
                                                                        
  3        SECTION  72.  That  Section  30-1-1406,  Idaho  Code,  be, and the same is
  4    hereby amended to read as follows:
                                                                        
  5        30-1-1406.  KNOWN CLAIMS AGAINST DISSOLVED CORPORATION.  (1)  A  dissolved
  6    corporation may dispose of the known claims against it by following the proce-
  7    dure described in this section notifying its known claimants in writing of the
  8    dissolution at any time after its effective date.
  9        (2)  The dissolved corporation shall notify its known claimants in writing
 10    of  the  dissolution at any time after its effective date.  The written notice
 11    must:
 12        (a)  Describe information that must be included in a claim;
 13        (b)  Provide a mailing address where a claim may be sent;
 14        (c)  State the deadline, which may not be fewer than  one  hundred  twenty
 15        (120)  days  from  the  effective date of the written notice, by which the
 16        dissolved corporation must receive the claim; and
 17        (d)  State that the claim will be barred if not received by the deadline.
 18        (3)  A claim against the dissolved corporation is barred:
 19        (a)  If a claimant who was given written notice under  subsection  (2)  of
 20        this  section  does  not deliver the claim to the dissolved corporation by
 21        the deadline; or
 22        (b)  If a claimant whose claim was rejected by the  dissolved  corporation
 23        does  not  commence  a  proceeding to enforce the claim within ninety (90)
 24        days from the effective date of the rejection notice.
 25        (4)  For purposes of this section, "claim" does not include  a  contingent
 26    liability  or  a claim based on an event occurring after the effective date of
 27    dissolution.
                                                                        
 28        SECTION 73.  That Section 30-1-1407, Idaho  Code,  be,  and  the  same  is
 29    hereby amended to read as follows:
                                                                        
 30        30-1-1407.  UNKNOWN OTHER CLAIMS AGAINST DISSOLVED CORPORATION. (1) A dis-
 31    solved corporation may also publish notice of its dissolution and request that
 32    persons  with  claims against the dissolved corporation present them in accor-
 33    dance with the notice.
 34        (2)  The notice must:
 35        (a)  Be published one (1) time in a newspaper of  general  circulation  in
 36        the  county where the dissolved corporation's principal office or, if none
 37        in this state, its registered office is or was last located;
 38        (b)  Describe the information that must be included in a claim and provide
 39        a mailing address where the claim may be sent; and
 40        (c)  State that a claim against the dissolved corporation will  be  barred
 41        unless a proceeding to enforce the claim is commenced within two (2) years
 42        after the publication of the notice.
 43        (3)  If  the  dissolved corporation publishes a newspaper notice in accor-
 44    dance with subsection (2) of this section, the claim of each of the  following
 45    claimants  is barred unless the claimant commences a proceeding to enforce the
 46    claim against the dissolved corporation within two (2) years after the  publi-
 47    cation date of the newspaper notice:
 48        (a)  A claimant who did was not receive given written notice under section
 49        30-1-1406, Idaho Code;
 50        (b)  A  claimant  whose claim was timely sent to the dissolved corporation
 51        but not acted on;
                                                                        
                                           58
                                                                        
  1        (c)  A claimant whose claim is contingent or based on an  event  occurring
  2        after the effective date of dissolution.
  3        (4)  A  claim  that is not barred by section 30-1-1406(3) or 30-1-1407(3),
  4    Idaho Code, may be enforced: under this section:
  5        (a)  Against the dissolved corporation, to the extent of its undistributed
  6        assets; or
  7        (b)  Except as provided in  section  30-1-1408(4),  Idaho  Code,  iIf  the
  8        assets  have been distributed in liquidation, against a shareholder of the
  9        dissolved corporation to the extent of  his  the  shareholder's  pro  rata
 10        share  of  the claim or the corporate assets distributed to him the share-
 11        holder in liquidation, whichever is less, but a shareholder's  total  lia-
 12        bility  for  all claims under this section may not exceed the total amount
 13        of assets distributed to him the shareholder.
                                                                        
 14        SECTION 74.  That Part 14, Chapter 1, Title 30, Idaho Code,  be,  and  the
 15    same  is  hereby amended by the addition thereto of a NEW SECTION, to be known
 16    and designated as Section 30-1-1408, Idaho Code, and to read as follows:
                                                                        
 17        30-1-1408.  COURT PROCEEDING. (1) A dissolved corporation  that  has  pub-
 18    lished  a  notice under section 30-1-1407, Idaho Code, may file an application
 19    with the appropriate court of the county  where  the  dissolved  corporation's
 20    principal office, or, if none in this state, its registered office, is located
 21    for a determination of the amount and form of security to be provided for pay-
 22    ment  of  claims  that  are contingent or have not been made known to the dis-
 23    solved corporation or that are based on an event occurring after the effective
 24    date of dissolution but that, based on the facts known to the dissolved corpo-
 25    ration, are reasonably estimated to arise after the effective date of dissolu-
 26    tion. Provision need not be made for any claim that is or is reasonably antic-
 27    ipated to be barred under section 30-1-1407(3), Idaho Code.
 28        (2)  Within ten (10) days after the filing of the application,  notice  of
 29    the  proceeding  shall  be given by the dissolved corporation to each claimant
 30    holding a contingent claim whose contingent claim is shown on the  records  of
 31    the dissolved corporation.
 32        (3)  The  court may appoint a guardian ad litem to represent all claimants
 33    whose identities are unknown in any proceeding brought under this section. The
 34    reasonable fees and expenses of such guardian, including all reasonable expert
 35    witness fees, shall be paid by the dissolved corporation.
 36        (4)  Provision by the dissolved corporation for security in the amount and
 37    the form ordered by the court under subsection (1) of this section, shall sat-
 38    isfy the dissolved corporation's obligations with respect to claims  that  are
 39    contingent, have not been made known to the dissolved corporation or are based
 40    on an event occurring after the effective date of dissolution, and such claims
 41    may not be enforced against a shareholder who received assets in liquidation.
                                                                        
 42        SECTION  75.  That  Part  14, Chapter 1, Title 30, Idaho Code, be, and the
 43    same is hereby amended by the addition thereto of a NEW SECTION, to  be  known
 44    and designated as Section 30-1-1409, Idaho Code, and to read as follows:
                                                                        
 45        30-1-1409.  DIRECTOR  DUTIES. (1) Directors shall cause the dissolved cor-
 46    poration to discharge or make reasonable provision for the payment  of  claims
 47    and  make  distributions  of assets to shareholders after payment or provision
 48    for claims.
 49        (2)  Directors of a dissolved  corporation  which  has  been  disposed  of
 50    claims  under section 30-1-1406, 30-1-1407 or 30-1-1408, Idaho Code, shall not
 51    be liable for breach of subsection (1) of this section, with respect to claims
                                                                        
                                           59
                                                                        
  1    against the dissolved corporation that are barred or satisfied  under  section
  2    30-1-1406, 30-1-1407 or 30-1-1408, Idaho Code.
                                                                        
  3        SECTION  76.  That  Section  30-1-1601,  Idaho  Code,  be, and the same is
  4    hereby amended to read as follows:
                                                                        
  5        30-1-1601.  CORPORATE RECORDS. (1) A corporation shall keep  as  permanent
  6    records  minutes of all meetings of its shareholders and board of directors, a
  7    record of all actions taken by the shareholders or board of directors  without
  8    a  meeting,  and  a record of all actions taken by a committee of the board of
  9    directors in place of the board of directors on behalf of the corporation.
 10        (2)  A corporation shall maintain appropriate accounting records.
 11        (3)  A corporation or its agent shall maintain  a  record  of  its  share-
 12    holders,  in  a  form  that  permits  preparation  of  a list of the names and
 13    addresses of all shareholders, in alphabetical order by class of shares  show-
 14    ing the number and class of shares held by each.
 15        (4)  A  corporation  shall  maintain  its  records  in  written form or in
 16    another form capable of conversion into written form within a reasonable time.
 17        (5)  A corporation shall keep a copy of the following records at its prin-
 18    cipal office:
 19        (a)  Its articles or restated articles of incorporation,  and  all  amend-
 20        ments  to  them  currently  in  effect,  and  any  notices to shareholders
 21        referred to in section 30-1-120(11)(e), Idaho  Code,  regarding  facts  on
 22        which a filed document is dependent;
 23        (b)  Its bylaws or restated bylaws and all amendments to them currently in
 24        effect;
 25        (c)  Resolutions  adopted  by  its  board of directors creating one (1) or
 26        more classes or series of shares, and fixing their relative rights,  pref-
 27        erences,  and  limitations, if shares issued pursuant to those resolutions
 28        are outstanding;
 29        (d)  The minutes of all shareholders' meetings, and records of all  action
 30        taken by shareholders without a meeting, for the past three (3) years;
 31        (e)  All  written communications to shareholders generally within the past
 32        three (3) years, including the financial statements furnished for the past
 33        three (3) years under section 30-1-1620, Idaho Code; and
 34        (f)  A list of the names and business addresses of its  current  directors
 35        and officers; and
 36        (g)  Its  most  recent  annual  report delivered to the secretary of state
 37        under section 30-1-1622, Idaho Code.
                                                                        
 38        SECTION 77.  That Section 30-1-1603, Idaho  Code,  be,  and  the  same  is
 39    hereby amended to read as follows:
                                                                        
 40        30-1-1603.  SCOPE OF INSPECTION RIGHT. (1) A shareholder's agent or attor-
 41    ney  has  the  same inspection and copying rights as the shareholder he repre-
 42    sents represented.
 43        (2)  The right to  copy  records  under  section  30-1-1602,  Idaho  Code,
 44    includes,  if  reasonable,  the  right to receive copies made by photographic,
 45    xerographic, or other means, including copies through an electronic  transmis-
 46    sion if available and so requested by the shareholder.
 47        (3)  The corporation may impose a reasonable charge, covering the costs of
 48    labor  and  material, for copies of any documents provided to the shareholder.
 49    The charge may not exceed the estimated cost of production or reproduction  of
 50    the records.
 51        (4)  The corporation may comply at its expense with a shareholder's demand
                                                                        
                                           60
                                                                        
  1    to  inspect  the  record  of shareholders under section 30-1-1602(2)(c), Idaho
  2    Code, by providing him the shareholder with a list of  shareholders  that  was
  3    compiled no earlier than the date of the shareholder's demand.
  4        (4)  The corporation may impose a reasonable charge, covering the costs of
  5    labor  and  material, for copies of any documents provided to the shareholder.
  6    The charge may not exceed the estimated cost of  production,  reproduction  or
  7    transmission of the records.
                                                                        
  8        SECTION  78.  That  Part  16, Chapter 1, Title 30, Idaho Code, be, and the
  9    same is hereby amended by the addition thereto of a NEW SECTION, to  be  known
 10    and designated as Section 30-1-1605, Idaho Code, and to read as follows:
                                                                        
 11        30-1-1605.  INSPECTION OF RECORDS BY DIRECTORS. (1) A director of a corpo-
 12    ration is entitled to inspect and copy the books, records and documents of the
 13    corporation  at  any  reasonable  time to the extent reasonably related to the
 14    performance of the director's duties as a director, including duties as a mem-
 15    ber of a committee, but not for any other purpose or in any manner that  would
 16    violate any duty to the corporation.
 17        (2)  The appropriate court of the county where the corporation's principal
 18    office,  or if none in this state, its registered office, is located may order
 19    inspection  and  copying  of  the  books,  records  and   documents   at   the
 20    corporation's  expense,  upon  application  of a director who has been refused
 21    such inspection rights, unless the corporation establishes that  the  director
 22    is  not  entitled  to  such  inspection  rights. The court shall dispose of an
 23    application under this subsection on an expedited basis.
 24        (3)  If an order is issued, the court may  include  provisions  protecting
 25    the  corporation  from  undue  burden or expense, and prohibiting the director
 26    from using information obtained upon exercise of the inspection  rights  in  a
 27    manner  that  would  violate a duty to the corporation, and may also order the
 28    corporation to reimburse the director for the director's costs, including rea-
 29    sonable counsel fees, incurred in connection with the application.
                                                                        
 30        SECTION 79.  That Part 16, Chapter 1, Title 30, Idaho Code,  be,  and  the
 31    same  is  hereby amended by the addition thereto of a NEW SECTION, to be known
 32    and designated as Section 30-1-1606, Idaho Code, and to read as follows:
                                                                        
 33        30-1-1606.  EXCEPTION  TO  NOTICE  REQUIREMENT.  (1)  Whenever  notice  is
 34    required to be given under any provision of this chapter to  any  shareholder,
 35    such notice shall not be required to be given if:
 36        (a)  Notice  of  two  (2)  consecutive annual meetings, and all notices of
 37        meetings during the period between such two (2) consecutive  annual  meet-
 38        ings,  have been sent to such shareholder at such shareholder's address as
 39        shown  on  the  records  of  the  corporation  and  have   been   returned
 40        undeliverable; or
 41        (b)  All,  but  not less than two (2), payments of dividends on securities
 42        during a twelve (12) month period, or two (2) consecutive payments of div-
 43        idends on securities during a period of more than twelve (12) months, have
 44        been sent to such shareholder at such shareholder's address  as  shown  on
 45        the records of the corporation and have been returned undeliverable.
 46        (2)  If  any  such  shareholder shall deliver to the corporation a written
 47    notice setting forth such shareholder's then-current address, the  requirement
 48    that notice be given to such shareholder shall be reinstated.

Statement of Purpose / Fiscal Impact


                      STATEMENT OF PURPOSE
                            RS 13802

This legislation has been prepared by the Committee to Revise the Idaho
Corporate Code (the "Committee"), under the auspices of the State Bar's
Business and Corporate Law Section.  The charge to the committee was to
review the Idaho Business Corporation Act for the purpose of developing
proposals to the Idaho Legislature for amendments to bring the Act into
conformity with the most current draft of the Revised Model Business
Corporation Act, as amended to date and published by the Committee on
Corporate Law of the Section of Corporation, Banking and Business Law of
the American Bar Association (the "ABA Committee"). 

The legislature completely revised Idaho's business corporation laws in
1997 based on recommendations of the Committee with the adoption of the
Model Act; subsequently a number of changes have been made to the Model
Act.  The State Bar and the Committee recognize the need to keep up in
the rapidly changing area of business organization law.  One of the
reasons for the Legislature's adoption of the Model Act in 1997 was to
take advantage of the benefits from substantial uniformity with the
statutes of other states, including our neighboring states of Montana,
Oregon, Utah and Wyoming, each of which now follows the Model Act closely
enough to be said to have adopted it.  Many of the amendments proposed
in this report are designed to maintain this uniformity.

The Committee has limited this project to the subject of business
corporations and has not involved itself directly with nonprofit
corporations, professional corporations, limited liability companies, and
the several forms of partnerships or any other "specialty areas" of
business organization law.  Some of those other forms of business
associations do become involved, however, in parts of the proposed
legislation.  In its numerous and sometimes lengthy deliberations, the
Committee tried to come up with amendments which strike a balance between
the legitimate needs for flexibility and ease of operations for
corporations, on the one hand, and protection of the rights of
shareholders and creditors, on the other hand.
                                 
                                 

                          FISCAL NOTE
                                
There should be no fiscal impact to the general fund.
     
     

Contact:  Paul Street    331-4381
          Committee to Revise the Idaho Corporate Code
          Woody Richards 385-5451
          BMC West


STATEMENT OF PURPOSE/FISCAL NOTE                    H 671