Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Idaho

At a glance

Requirements one by one

Meeting classification and notice

Under § 30-30-612(1), a meeting with its time and place fixed by the board or bylaws is regular; other board meetings are special. Section 30-30-614(4) gives the presiding officer, president, or 20 percent of sitting directors the default power to call and give notice. Regular meetings need no notice by default. A special meeting ordinarily requires at least two days' notice to each director of the date, time, and place, without a statement of purpose.

Waiver and remote attendance

Section 30-30-615 permits a director to waive notice before, during, or after a meeting in a signed writing filed with the minutes or corporate records. Attendance also waives notice unless the director objects on arrival or before a vote on an improperly noticed matter and does not then vote for or assent to the challenged action. Under § 30-30-612(3), simultaneous hearing among all participating directors makes remote participation count as presence unless the articles or bylaws provide otherwise.

Quorum and voting

Section 30-30-616(1) ordinarily counts a majority of directors in office immediately before a meeting. Articles or bylaws may vary that quorum, but the minimum is the greater of one-third of directors in office or two directors. When quorum exists at the vote, a majority of directors present acts unless the Act or governing documents demand more. The board-vote provision counts present directors and supplies no proxy procedure.

What trips people up

Section 30-30-614(3) requires seven days' written notice to each director before a corporation without members votes to remove a director or approve a matter that members would have approved if the corporation had members. The director may instead waive notice under § 30-30-615. The seven-day rule applies to these matters even if the meeting is otherwise regular.

Common questions

Who calls the first board meeting? If the articles name initial directors, § 30-30-205(1)(a) places the organizational meeting at the call of a majority of those directors. If the articles do not name them, a majority of incorporators calls the organizational meeting to elect directors.

Can emergency bylaws change board meeting procedure? Section 30-30-207 permits directors, unless the articles provide otherwise, to adopt temporary rules on calling meetings or quorum when a catastrophic event prevents a quorum from readily assembling.

Statutes and sources

• Idaho Code § 30-30-205, current official text accessed September 30, 2026.
• Idaho Code § 30-30-207, current official text accessed September 30, 2026.
• Idaho Code § 30-30-612, current official text accessed September 30, 2026.
• Idaho Code § 30-30-614, current official text accessed September 30, 2026.
• Idaho Code § 30-30-615, current official text accessed September 30, 2026.
• Idaho Code § 30-30-616, current official text accessed September 30, 2026.