2005 Idaho Code - 30-3-14 — JUDICIAL RELIEF

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-14.  JUDICIAL RELIEF. (1) If for any reason it is impractical or
impossible for any corporation to call or conduct a meeting of its members,
delegates or directors, or otherwise obtain their consent, in the manner
prescribed by its articles, bylaws or this act, then upon petition of a
director, officer, delegate, or member, the district court may order that such
a meeting be called or that a written ballot or other form of obtaining the
vote of members, delegates or directors be authorized, in such a manner as the
court finds fair and equitable under the circumstances.
    (2)  The court shall, in an order issued pursuant to this section, provide
for a method of notice reasonably designed to give actual notice to all
persons who would be entitled to notice of a meeting held pursuant to the
articles, bylaws and this act, whether or not the method results in actual
notice to all such persons or conforms to the notice requirements that would
otherwise apply. In a proceeding under this section the court may determine
who the members or directors are.
    (3)  The order issued pursuant to this section may dispense with any
requirements relating to the holding of or voting at meetings or obtaining
votes, including any requirement as to quorums or as to the number or
percentage of votes needed for approval, that would otherwise be imposed by
the articles, bylaws or this act.
    (4)  Whenever practical, any order issued pursuant to this section shall
limit the subject matter of meetings or other forms of consent authorized to
items, including amendments to the articles or bylaws, the resolution of which
will or may enable the corporation to continue managing its affairs without
further resort to this section; provided however, that an order under this
section may also authorize the obtaining of whatever votes and approvals are
necessary for the dissolution, merger or sale of assets.
    (5)  Any meeting or other method of obtaining the vote of members,
delegates or directors conducted pursuant to an order issued under this
section, and that complies with all the provisions of such order, is for all
purposes a valid meeting or vote, as the case may be, and shall have the same
force and effect as if it complied with every requirement imposed by the
articles, bylaws and this act.
    (6)  Any member of a cooperative association that provides electric
service may apply to the district court of the county where the member's
service entrance is located for a determination that the cooperative
association's charges for electric service to that member are fair, just and
reasonable and are not discriminatory or preferential. In the event that the
court determines that the rate is not fair, just and reasonable or is
discriminatory or preferential, the court shall remand the matter to the
cooperative association to alter or amend the rate in conformance with the
standards set forth herein.