TITLE 30

CORPORATIONS

CHAPTER 30

IDAHO NONPROFIT CORPORATION ACT

PART 2

INCORPORATION

30-30-202.  ARTICLES OF INCORPORATION. (1) The articles of incorporation must set forth:

(a)  A corporate name for the corporation that satisfies the requirements of sections 30-21-301 and 30-21-302(a), Idaho Code;

(b)  The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

(c)  The names and addresses of the individuals who are to serve as the initial directors;

(d)  The information required by section 30-21-404(a), Idaho Code;

(e)  The name and address of each incorporator;

(f)  Whether or not the corporation will have members; and

(g)  Provisions not inconsistent with law regarding the distribution of assets on dissolution.

(2)  The articles of incorporation may set forth:

(a)  Provisions not inconsistent with law regarding:

(i)   Managing and regulating the affairs of the corporation;

(ii)  Defining, limiting and regulating the powers of the corporation, its board of directors, and members or any class of members; and

(iii) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members.

(b)  Any provision that under this act is required or permitted to be set forth in the bylaws.

(3)  The articles of incorporation need not set forth any of the corporation powers enumerated in this act.

(4)  The articles of incorporation may authorize assessments to be levied upon all members or classes of membership alike, or upon the outstanding shares of stock of the corporation that issues shares of stock instead of memberships pursuant to its articles of incorporation, or in different amounts or proportions or upon a different basis upon different members or classes of membership, and may exempt some members or classes of membership from assessments. The articles of incorporation may fix the amount and method of collection of assessments, or may authorize the board of directors to fix the amount thereof, from time to time, and may make them payable at such times or intervals, and upon such notice and by such methods as the directors may prescribe. Assessments may be made enforceable by civil action or by the forfeiture of membership, or both, or by the sale of shares of the capital stock of a stockholder in a corporation that issues shares of stock instead of memberships, when authorized by the articles of incorporation of said corporation, upon notice given in writing twenty (20) days before commencement of such action or such forfeiture. If the articles of incorporation so provide, assessments may be secured by a lien upon real property to which membership rights are appurtenant, if appropriate, or upon the shares of stock of a stockholder or shareholder corporation, when authorized by its articles of incorporation.

History:

[30-30-202, added 2015, ch. 243, sec. 75, p. 971; am. 2018, ch. 28, sec. 2, p. 52.]