TITLE 30

CORPORATIONS

CHAPTER 29

GENERAL BUSINESS CORPORATIONS

PART 7

SHAREHOLDERS

30-29-725.  QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation provide otherwise, shares representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. If the provisions of this chapter require a particular quorum for a specified action, the articles of incorporation may not provide for a lower quorum.

(b)  Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.

(c)  If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation require a greater number of affirmative votes.

(d)  An amendment of the articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 30-29-727, Idaho Code.

(e)  The election of directors is governed by section 30-29-728, Idaho Code.

(f)  If a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in section 30-29-1004(c), Idaho Code, for amendments of the articles of incorporation shall apply to that provision.

History:

[30-29-725, added 2015, ch. 243, sec. 62, p. 922; am. 2019, ch. 90, sec. 57, p. 261.]