TITLE 30

CORPORATIONS

CHAPTER 30

IDAHO NONPROFIT CORPORATION ACT

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-709.  Amendment of bylaws by directors and members. (1) Unless the articles or bylaws provide otherwise, an amendment to a corporation’s bylaws to be adopted must be approved:

(a)  By a simple majority of the board;

(b)  By the members by a simple majority of the votes cast or a majority of the voting power, whichever is less; and

(c)  In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801, Idaho Code.

(2)  If the board initiates an amendment to the bylaws or board approval is required to adopt an amendment to the bylaws, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(3)  If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(4)  If the board or the members seek to have the amendment approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

History:

[30-30-709, added 2015, ch. 243, sec. 80, p. 996.]