2005 Idaho Code - 30-3-111 — DISSOLUTION BY DIRECTORS, MEMBERS AND THIRD PERSONS

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-111.  DISSOLUTION BY DIRECTORS, MEMBERS AND THIRD PERSONS. (1) Unless
this act, the articles, bylaws or the board of directors or members, acting
pursuant to subsection (3) of this section, require a greater vote or voting
by class, dissolution is authorized if it is approved:
    (a)  By the board;
    (b)  By the members, if any, by two-thirds (2/3) of the votes cast or a
    majority of the voting power, whichever is less; and
    (c)  In writing by any person or persons whose approval is required by a
    provision of the articles authorized in section 30-3-99, Idaho Code, for
    an amendment to the articles or bylaws.
    (2)  If the corporation does not have members, dissolution must be
approved by a vote of a majority of the directors in office at the time the
transaction is approved.  In addition, the corporation shall provide notice of
any directors' meeting at which such approval is to be obtained in accordance
with section 30-3-76(3), Idaho Code. The notice must also state that the
purpose, or one (1) of the purposes, of the meeting is to consider dissolution
of the corporation and contain or be accompanied by a copy or summary of the
plan of dissolution.
    (3)  The board may condition its submission of the proposed dissolution,
and the members may condition their approval of the dissolution on receipt of
a higher percentage of affirmative votes or on any other basis.
    (4)  If the board seeks to have dissolution approved by the members at a
membership meeting, the corporation shall give notice to its members of the
proposed membership meeting 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 dissolving the corporation and contain or be
accompanied by a copy or summary of the plan of dissolution.
    (5)  If the board seeks to have dissolution approved by the members by
written consent or written ballot, the material soliciting the approval shall
contain or be accompanied by a copy or summary of the plan of dissolution.
    (6)  The plan of dissolution shall indicate to whom the assets owned or
held by the corporation will be distributed after all creditors have been
paid.