TITLE 30

CORPORATIONS

CHAPTER 30

IDAHO NONPROFIT CORPORATION ACT

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-704.  Class voting by members on amendments to articles. (1) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:

(a)  Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;

(b)  Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;

(c)  Increase or decrease the number of memberships authorized for that class;

(d)  Increase the number of memberships authorized for another class;

(e)  Effect an exchange, reclassification or termination of the memberships of that class; or

(f)  Authorize a new class of memberships.

(2)  The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.

(3)  If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(4)  Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(5)  A class of members of a corporation, except a religious corporation, is entitled to the voting rights granted in this section although the articles and bylaws provide that the class may not vote on the proposed amendment.

History:

[30-30-704, added 2015, ch. 243, sec. 80, p. 994.]