TITLE 30

CORPORATIONS

CHAPTER 29

GENERAL BUSINESS CORPORATIONS

PART 2

INCORPORATION

30-29-202.  ARTICLES OF INCORPORATION. (a) The articles of incorporation must set forth:

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

(2)  The number of shares the corporation is authorized to issue;

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

(4)  The name and address of each incorporator.

(b)  The articles of incorporation may set forth:

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

(2)  Provisions not inconsistent with law regarding:

(i)   The purpose or purposes for which the corporation is organized;

(ii)  Managing the business and regulating the affairs of the corporation;

(iii) Defining, limiting and regulating the powers of the corporation, its board of directors, and shareholders;

(iv)  A par value for authorized shares or classes of shares; or

(v)   The imposition of interest holder liability on shareholders;

(3)  Any provision that under this chapter is required or permitted to be set forth in the bylaws;

(4)  A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:

(i)   The amount of a financial benefit received by a director to which the director is not entitled;

(ii)  An intentional infliction of harm on the corporation or the shareholders;

(iii) A violation of section 30-29-832, Idaho Code; or

(iv)  An intentional violation of criminal law;

(5)  A provision permitting or making obligatory indemnification of a director for liability, as defined in section 30-29-850(3), Idaho Code, to any person for any action taken, or any failure to take any action, as a director, except liability for:

(i)   Receipt of a financial benefit to which the director is not entitled;

(ii)  An intentional infliction of harm on the corporation or its shareholders;

(iii) A violation of section 30-29-832, Idaho Code; or

(iv)  An intentional violation of criminal law; and

(6)  A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one (1) or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that any application of such a provision to an officer or a related person of that officer also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the same procedures as are set forth in section 30-29-862, Idaho Code; and may be limited by the authorizing action of the board.

(c)  The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

(d)  Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 30-29-120(d), Idaho Code.

(e)  As used in this section, "related person" has the meaning specified in section 30-29-860, Idaho Code.

History:

[30-29-202, added 2015, ch. 243, sec. 57, p. 905; am. 2019, ch. 90, sec. 16, p. 239.]