2005 Idaho Code - 30-3-61 — CORPORATION\'S ACCEPTANCE OF VOTES

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-61.  CORPORATION'S ACCEPTANCE OF VOTES. (1) If the name signed on a
vote, consent, waiver or proxy appointment corresponds to the name of a
member, the corporation, if acting in good faith, is entitled to accept the
vote, consent, waiver or proxy appointment and give it effect as the act of
the member.
    (2)  If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the record name of a member, the corporation, if acting
in good faith, is nevertheless entitled to accept the vote, consent, waiver or
proxy appointment and give it effect as the act of the member if:
    (a)  The member is an entity and the name signed purports to be that of an
    officer or agent of the entity.
    (b)  The name signed purports to be that of an attorney-in-fact of the
    member and if the corporation requests, evidence acceptable to the
    corporation of the signatory's authority to sign for the member has been
    presented with respect to the vote, consent, waiver or proxy appointment;
    (c)  Two (2) or more persons hold the membership as cotenants or
    fiduciaries and the name signed purports to be the name of at least one
    (1) of the coholders and the person signing appears to be acting on behalf
    of all the coholders; and
    (d)  If:
         (i)   The name signed purports to be that of an administrator,
         executor, guardian or conservator representing the member and, if the
         corporation requests, evidence of fiduciary status acceptable to the
         corporation has been presented with respect to the vote, consent,
         waiver or proxy appointment;
         (ii)  The name signed purports to be that of a receiver or trustee in
         bankruptcy of the member, and, if the corporation requests, evidence
         of this status acceptable to the corporation has been presented with
         respect to the vote, consent, waiver or proxy appointment.
    (3)  The corporation is entitled to reject a vote, consent, waiver or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the member.
    (4)  The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver or proxy appointment in good faith and in accordance
with the standards of this section are not liable in damages to the member for
the consequences of the acceptance or rejection.
    (5)  Corporate action based on the acceptance or rejection of a vote,
consent, waiver or proxy appointment under this section is valid unless a
court of competent jurisdiction determines otherwise.
    (6)  Contested elections shall be referred to the board of directors,
which shall, after reviewing all ballots, proxies, reports of election
inspectors or judges, and any other relevant documents or materials, certify
the results of the election.  In the case of a tie vote between candidates,
the tie shall be determined by a toss of a coin.  If allowed by the bylaws of
the corporation, the board of directors shall have the power to call a new
election if, after reviewing all relevant documents and information, the board
of directors is unable to certify the results of the election.