Corporate Bylaws - Idaho

BYLAWS OF [____________________], an Idaho corporation

A for-profit corporation organized under the Idaho Business Corporation Act, Idaho Code title 30, ch. 29 (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Idaho, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered agent in Idaho as required by the Idaho Uniform Business Organizations Code (Idaho Code § 30-21-404) and Idaho Code § 30-29-202. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered agent or registered office from time to time by delivering a statement of change to the Idaho Secretary of State for filing under Idaho Code § 30-21-407.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to Idaho Code § 30-29-701, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to Idaho Code § 30-29-702, special meetings of shareholders may be called by the Board, by the person(s) authorized by the Articles or these Bylaws, or upon the written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such other proportion, not exceeding the statutory maximum, as the Articles may provide). Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held at any place, within or without the State of Idaho, designated by the Board. If no place is designated, meetings shall be held at the corporation's principal office. Unless the Articles or these Bylaws provide otherwise, the Board may authorize shareholders and proxyholders to participate in a meeting by means of remote communication as authorized by Idaho Code § 30-29-709; a shareholder so participating is deemed present in person and may vote at the meeting.

Section 2.4 Notice of Meetings. Pursuant to Idaho Code § 30-29-705, the corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called; notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. Unless the Act or the Articles require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for notice.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws, whether before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation, as provided in Idaho Code § 30-29-706. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business, or objects to consideration of a particular matter not within the purpose stated in the notice when it is presented.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose, in accordance with Idaho Code §§ 30-29-703 and 30-29-707. If not otherwise fixed, the record date for determining shareholders entitled to notice of and to vote at a meeting is the day before the first notice is delivered to shareholders (Idaho Code § 30-29-705(d)).

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare a list of shareholders entitled to be given notice of the meeting, available for inspection as provided in Idaho Code § 30-29-720.

Section 2.8 Quorum. Pursuant to Idaho Code § 30-29-725, shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the Articles provide otherwise, shares representing a majority of the votes entitled to be cast on the matter by the voting group constitute a quorum of that voting group. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be fixed.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (Idaho Code § 30-29-721). If a quorum exists, action on a matter (other than the election of directors) is approved by a voting group if the votes cast favoring the action exceed the votes cast opposing the action, unless the Articles require a greater number of affirmative votes (Idaho Code § 30-29-725(c)). The election of directors is governed by Idaho Code § 30-29-728.

Section 2.10 Proxies. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission, in accordance with Idaho Code § 30-29-722. An appointment is valid for eleven (11) months unless a longer period is expressly provided. An appointment is revocable unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. The Articles may provide for a quorum or voting requirement for shareholders greater than that provided by the Act, subject to Idaho Code § 30-29-727.

Section 2.12 Action by Written Consent. Pursuant to Idaho Code § 30-29-704, action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all such shareholders, and delivered to the corporation for filing with the minutes or corporate records. If the Articles so provide, action may instead be taken by written consents signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to take the action at a meeting at which all shares entitled to vote were present and voted; provided that, where cumulative voting for directors is authorized, directors may not be elected by less-than-unanimous written consent. No less-than-unanimous written consent is effective unless, within sixty (60) days of the earliest date a delivered signed consent was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless the Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, or place is announced at the meeting before adjournment, except that notice must be given to shareholders entitled to vote as of a new record date if a new record date is or must be fixed under Idaho Code § 30-29-707, as provided in Idaho Code § 30-29-705(e).

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Idaho Code § 30-29-801, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to Idaho Code § 30-29-803, the Board shall consist of one (1) or more directors, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of Idaho or shareholders of the corporation unless the Articles or these Bylaws so require (Idaho Code § 30-29-802).

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under Idaho Code § 30-29-806. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death (Idaho Code § 30-29-805).

Section 3.4 Resignation. A director may resign at any time by delivering written notice to the Board, its presiding officer, or the corporation, in accordance with Idaho Code § 30-29-807. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 3.5 Removal. The shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause, in accordance with Idaho Code § 30-29-808. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Pursuant to Idaho Code § 30-29-810, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Idaho, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide (Idaho Code §§ 30-29-820, 30-29-822).

Section 3.8 Special Meetings. Pursuant to Idaho Code § 30-29-820, special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors]. Special meetings may be held within or without the State of Idaho.

Section 3.9 Notice of Special Meetings. Unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but the notice need not describe the purpose, in accordance with Idaho Code § 30-29-822. Notice may be waived as provided in Idaho Code § 30-29-823; a director's attendance at or participation in a meeting waives any required notice unless, at the beginning of the meeting or promptly upon arrival, the director objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to Idaho Code § 30-29-824, unless the Articles or these Bylaws provide for a greater or fewer number, a quorum of the Board consists of a majority of the number of directors specified in or fixed in accordance with the Articles or these Bylaws. A quorum may not consist of fewer than one-third (1/3) of the specified or fixed number of directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to Idaho Code § 30-29-820, unless the Articles or these Bylaws provide otherwise, the Board may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to Idaho Code § 30-29-821, unless the Articles or these Bylaws provide otherwise, action required or permitted to be taken at a Board meeting may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. Action taken under this Section is effective when the last director signs the consent, unless the consent specifies a different effective date, and has the same effect as action taken at a meeting.

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, in accordance with Idaho Code § 30-29-811.

Section 3.14 Standards of Conduct. Each director shall discharge the director's duties as a director, based on facts then known to the director, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation, in accordance with Idaho Code §§ 30-29-830 and 30-29-831.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Idaho Code § 30-29-825, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more directors to serve on them. The creation of a committee and appointment of members to it must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under Idaho Code § 30-29-824.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, each committee may exercise the authority of the Board. A committee may not, however: (a) authorize or approve distributions, except according to a formula or method prescribed by the Board; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or any committee; (d) adopt, amend, or repeal these Bylaws; (e) approve a plan of merger not requiring shareholder approval; (f) authorize or approve reacquisition of shares (except according to a formula or method prescribed by the Board); or (g) authorize or approve the issuance or sale, or contract for sale, of shares (except within limits prescribed by the Board), all as provided in Idaho Code § 30-29-825.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Idaho Code § 30-29-840, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to Idaho Code § 30-29-843, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective time. The Board may remove any officer at any time with or without cause. Appointment of an officer does not itself create contract rights (Idaho Code § 30-29-844).

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign. The duties of the Secretary include responsibility for preparing minutes and authenticating records under Idaho Code § 30-29-841.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Authority. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, consistent with Idaho Code § 30-29-841. Each officer shall discharge the officer's duties in accordance with the standards of conduct in Idaho Code § 30-29-842.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by the Act. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Idaho, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with Idaho Code § 30-29-625. Each certificate shall be signed (either manually or in facsimile) by the officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate, in accordance with Idaho Code § 30-29-626.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by Idaho Code § 30-29-627. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Permissible Indemnification of Directors. To the fullest extent authorized by Idaho Code § 30-29-851, and except as that section otherwise limits, the corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (a) the individual conducted himself or herself in good faith; (b) the individual reasonably believed (i) in the case of conduct in an official capacity, that the conduct was in the best interests of the corporation, and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful; or if the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the Articles as authorized by the Act. The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, determine that the director did not meet the relevant standard of conduct.

Section 7.2 Limitations on Indemnification. As required by Idaho Code § 30-29-851, unless ordered by a court under Idaho Code § 30-29-854, the corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the relevant standard of conduct; or (b) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity.

Section 7.3 Mandatory Indemnification. The corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred in connection with the proceeding, in accordance with Idaho Code § 30-29-852.

Section 7.4 Advance for Expenses. Pursuant to Idaho Code § 30-29-853, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the director is a director if the director delivers to the corporation: (a) a written affirmation of the director's good-faith belief that the director has met the relevant standard of conduct described in Idaho Code § 30-29-851 (or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles authorized by the Act); and (b) the director's written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under § 30-29-852 and it is ultimately determined under § 30-29-854 or § 30-29-855 that the director has not met the relevant standard of conduct. The undertaking must be an unlimited general obligation of the director, need not be secured, and may be accepted without reference to the financial ability of the director to make repayment.

Section 7.5 Determination and Authorization. A determination that indemnification of a director is permissible, and any authorization of indemnification or advance for expenses, shall be made in the manner specified in Idaho Code § 30-29-855, including by the disinterested directors, by a committee of disinterested directors, by special legal counsel, or by the shareholders (excluding shares owned by or voted under the control of a non-disinterested director).

Section 7.6 Indemnification of Officers. Pursuant to Idaho Code § 30-29-856, the corporation shall indemnify and may advance expenses to an officer of the corporation who is a party to a proceeding because the individual is an officer to the same extent as a director, and may indemnify and advance expenses to an officer to a greater extent if not inconsistent with public policy and provided for by the Articles, these Bylaws, a resolution of the Board or shareholders, or contract.

Section 7.7 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation against liability asserted against or incurred by the individual in that capacity, whether or not the corporation would have the power to indemnify the individual against the same liability under this Article, in accordance with Idaho Code § 30-29-857.

Section 7.8 Obligatory Indemnification; Non-Exclusivity. Pursuant to Idaho Code § 30-29-858, the corporation may, by a provision in the Articles or these Bylaws or in a resolution or contract approved by the Board or shareholders, obligate itself in advance to provide indemnification in accordance with § 30-29-851 or to advance expenses in accordance with § 30-29-853. The indemnification and advancement of expenses provided by this Article are not exclusive of any other rights to which a person may be entitled, consistent with Idaho Code § 30-29-859, and continue as to a person who has ceased to serve in the capacity that gave rise to the right and inure to the benefit of the person's heirs, executors, and administrators.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of Idaho Code § 30-29-640.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in Idaho Code § 30-29-640.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with Idaho Code § 30-29-707. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to Idaho Code § 30-29-1601, the corporation shall maintain as permanent records: its Articles as currently in effect; these Bylaws as currently in effect; all written communications within the past three (3) years to shareholders generally; minutes of all meetings of, and records of all actions taken without a meeting by, its shareholders, the Board, and Board committees; a list of the names and business addresses of its current directors and officers; and its most recent annual report delivered to the Idaho Secretary of State. The corporation shall also maintain its annual financial statements for the last three (3) fiscal years, appropriate accounting records, and a record of its current shareholders in alphabetical order by class or series of shares.

Section 9.2 Form and Availability of Records. The corporation shall maintain the records specified in Idaho Code § 30-29-1601 in a manner so that they may be made available for inspection within a reasonable time, and may maintain records in any form (including electronic form) capable of conversion into written form within a reasonable time.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, Idaho Code §§ 30-29-1602 to 30-29-1604, including the requirement, for certain records, of a written demand made in good faith and for a proper purpose, describing with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Annual Report. The corporation shall deliver to the Idaho Secretary of State the annual report required by Idaho Code § 30-21-213, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine, as contemplated by Idaho Code § 30-29-302. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with the Act.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Shareholders. Pursuant to Idaho Code § 30-29-1020(a), the shareholders may amend or repeal these Bylaws.

Section 11.2 Amendment by Board. Pursuant to Idaho Code § 30-29-1020(b), the Board may amend or repeal these Bylaws unless (a) the Articles, Idaho Code § 30-29-1021, or (if applicable) § 30-29-1022 reserve that power exclusively to the shareholders in whole or in part, or (b) except as provided in Idaho Code § 30-29-206(d), the shareholders, in amending, repealing, or adopting a bylaw, expressly provide that the Board may not amend, repeal, or adopt that bylaw.

Section 11.3 Initial Bylaws. The incorporators or the Board shall adopt the initial bylaws of the corporation, as provided in Idaho Code § 30-29-206.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Powers and Bylaws. Pursuant to the Act, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency resulting from a catastrophic event or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors, the relocation of the principal office, and the designation of alternative offices or alternative directors, consistent with the Act.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be the basis for imposing liability on any director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], an Idaho corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to Idaho Code §§ 30-29-205 and 30-29-206 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Idaho Business Corporation Act, Idaho Code title 30, ch. 29 (§ 30-29-101 et seq.)
• Idaho Code § 30-29-202 (registered agent); Idaho Uniform Business Organizations Code §§ 30-21-404, 30-21-407 (registered agent; change), § 30-21-213 (annual report)
• Idaho Code §§ 30-29-205 to 30-29-206 (organization of corporation; bylaws); § 30-29-302 (corporate seal; powers)
• Idaho Code §§ 30-29-625 to 30-29-627 (form and content of certificates; shares without certificates; restriction on transfer); § 30-29-640 (distributions to shareholders)
• Idaho Code §§ 30-29-701 to 30-29-709 (annual and special meetings; court-ordered meeting; action without meeting; notice; waiver; record dates; remote participation)
• Idaho Code §§ 30-29-720 to 30-29-728 (shareholders' list; voting entitlement; proxies; acceptance of votes; quorum and voting; greater requirements; voting for directors)
• Idaho Code §§ 30-29-801 to 30-29-811 (board: requirement and duties; qualifications; number and election; staggered terms; resignation; removal; vacancy; compensation)
• Idaho Code §§ 30-29-820 to 30-29-825 (board meetings; action without meeting; notice; waiver; quorum and voting; committees)
• Idaho Code §§ 30-29-830 to 30-29-832 (standards of conduct and liability for directors); §§ 30-29-840 to 30-29-844 (officers: officers; functions; standards of conduct; resignation and removal; contract rights)
• Idaho Code §§ 30-29-850 to 30-29-859 (indemnification): § 30-29-851 (permissible indemnification; standard of conduct); § 30-29-852 (mandatory indemnification); § 30-29-853 (advance for expenses; written affirmation and undertaking); § 30-29-854 (court-ordered indemnification and advance); § 30-29-855 (determination and authorization); § 30-29-856 (officers); § 30-29-857 (insurance); § 30-29-858 (variation by corporate action); § 30-29-859 (exclusivity)
• Idaho Code § 30-29-1020 (authority to amend bylaws); §§ 30-29-1021 to 30-29-1022 (bylaw provisions affecting director/shareholder action)
• Idaho Code § 30-29-1601 (corporate records); §§ 30-29-1602 to 30-29-1604 (inspection of records)