2014 Idaho Statutes
Title 30 - CORPORATIONS
Chapter 3 - IDAHO NONPROFIT CORPORATION ACT
Section 30-3-11 - DEFINITIONS.

(1) "Approved by (or approval by) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, which affirmative votes also constitute a majority of the required quorum, or by a written ballot or written consent in conformity with this act or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this act for any specified member action.

(2) "Articles of incorporation" or "articles" includes amended and restated articles of incorporation and articles of merger.

(3) "Board" or "board of directors" means the board of directors by whatever name it is designated, except that no person or group of persons are the board of directors merely because of powers delegated to that person or group pursuant to section 30-3-63, Idaho Code.

(4) "Bylaws" means the code or codes of rules, other than the articles, adopted pursuant to this act for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

(5) "Class" refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly.

(6) "Cooperative corporation" or "cooperative" means any nonprofit corporation, operating on a cooperative basis, owned, operated, organized and maintained by its members, for the purpose of providing goods or services to its members.

(7) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

(8) "Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board.

(9) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers.

(10) "Domestic corporation" means a corporation organized under the laws of Idaho.

(11) "Effective date of notice" is defined in section 30-3-12, Idaho Code.

(12) "Employee" does not include an officer or director who is not otherwise employed by the corporation.

(13) "Entity" includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; corporation sole; business trust, estate, partnership, trust and two (2) or more persons having a joint or common economic interest; and state, United States; and foreign government.

(14) "File," "filed," or "filing" means filed in the office of the secretary of state.

(15) "Foreign corporation" means a corporation organized under a law other than the laws of this state which would be a nonprofit corporation if formed under the laws of this state.

(16) "Governmental subdivision" includes authority, county, district and municipality.

(17) "Includes" denotes a partial definition.

(18) "Individual" includes the estate of an incompetent individual.

(19) "Means" denotes a complete definition.

(20) "Member" shall also mean stockholder(s) or shareholder(s) wherever and whenever those terms are used in this act, and shall apply to all nonprofit corporations formed under this act or other laws of this state which have stockholders or shareholders and issue shares of stock instead of memberships.

(21) "Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this act.

(22) "Notice" is defined in section 30-3-12, Idaho Code.

(23) "Person" includes any individual or entity.

(24) "Principal office" means the office, in or out of this state, so designated in the annual report filed pursuant to section 30-3-136, Idaho Code, where the principal office of a domestic or foreign corporation is located.

(25) "Proceeding" includes civil suit and criminal, administrative and investigatory action.

(26) "Record date" means the date on which a corporation determines the identity of its members for the purposes of this act.

(27) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under section 30-3-83(2), Idaho Code, for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation.

(28) "State," when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory, and insular possession, and their agencies and governmental subdivisions, of the United States.

(29) "United States" includes district, authority, bureau, commission, department and any other agency of the United States.

(30) "Vote" includes authorization by written ballot, absentee ballot and written consent.

(31) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.