2005 Idaho Code - 30-3-94 — RESTATED ARTICLES OF INCORPORATION

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-94.  RESTATED ARTICLES OF INCORPORATION. (1) A corporation's board of
directors may restate its articles of incorporation at any time with or
without approval by members or any other person.
    (2)  The restatement may include one (1) or more amendments to the
articles.  If the restatement includes an amendment requiring approval by the
members or any other person, it must be adopted as provided in section
30-3-91, Idaho Code.
    (3)  If the restatement includes an amendment requiring approval by
members, the board must submit the restatement to the members for their
approval.
    (4)  If the board seeks to have the restatement approved by the members at
a membership meeting, the corporation shall notify each of its members of the
proposed membership meeting in writing in accordance with section 30-3-50,
Idaho Code.  The notice must also state that the purpose, or one (1) of the
purposes, of the meeting is to consider the proposed restatement and contain
or be accompanied by a copy or summary of the restatement that identifies any
amendments or other change it would make in the articles.
    (5)  If the board seeks to have the restatement approved by the members by
written ballot or written consent, the material soliciting the approval shall
contain or be accompanied by a copy or summary of the restatement that
identifies any amendments or other change it would make in the articles.
    (6)  A restatement requiring approval by the members must be approved by
the same vote as an amendment to articles under section 30-3-91, Idaho Code.
    (7)  If the restatement includes an amendment requiring approval pursuant
to section 30-3-99, Idaho Code, the board must submit the restatement for such
approval.
    (8)  A corporation restating its articles shall deliver to the secretary
of state articles of restatement setting forth the name of the corporation and
the text of the restated articles of incorporation together with a certificate
setting forth:
    (a)  Whether the restatement contains an amendment to the articles
    requiring approval by the members or any other person other than the board
    of directors and, if it does not, that the board of directors adopted the
    restatement; or
    (b)  If the restatement contains an amendment to the articles requiring
    approval by the members, the information required by section 30-3-93,
    Idaho Code; and
    (c)  If the restatement contains an amendment to the articles requiring
    approval by a person whose approval is required pursuant to section
    30-3-99, Idaho Code, a statement that such approval was obtained.
    (9)  Duly adopted restated articles of incorporation supersede the
original articles of incorporation and all amendments to them.
    (10)  The secretary of state may certify restated articles of
incorporation, as the articles of incorporation currently in effect.