2005 Idaho Code - 30-1-1003 — AMENDMENT BY BOARD OF DIRECTORS AND SHAREHOLDERS

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 1
                        GENERAL BUSINESS CORPORATIONS
                                   PART 10.
              AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
    30-1-1003.  AMENDMENT BY BOARD OF DIRECTORS AND SHAREHOLDERS. If a
corporation has issued shares, an amendment to the articles of incorporation
shall be adopted in the following manner:
    (1)  The proposed amendment must be adopted by the board of directors.
    (2)  Except as provided in sections 30-1-1005, 30-1-1007 and 30-1-1008,
Idaho Code, after adopting the proposed amendment: the board of directors must
submit the amendment to the shareholders for their approval. The board of
directors must also transmit to the shareholders a recommendation that the
shareholders approve the amendment, unless the board of directors makes a
determination that because of conflicts of interest or other special
circumstances it should not make such a recommendation, in which case the
board of directors must transmit to the shareholders the basis for that
determination.
    (3)  The board of directors may condition its submission of the amendment
to the shareholders on any basis.
    (4)  If the amendment is required to be approved by the shareholders, and
the approval is to be given at a meeting, the corporation must notify each
shareholder, whether or not entitled to vote, of the meeting of shareholders
at which the amendment is to be submitted for approval. The notice must state
that the purpose, or one (1) of the purposes, of the meeting is to consider
the amendment and must contain or be accompanied by a copy of the amendment.
    (5)  Unless the articles of incorporation, or the board of directors
acting pursuant to subsection (3) of this section, requires a greater vote or
a greater number of shares to be present, approval of the amendment requires
the approval of the shareholders at a meeting at which a quorum consisting of
at least a majority of the votes entitled to be cast on the amendment exists,
and, if any class or series of shares is entitled to vote as a separate group
on the amendment, except as provided in section 30-1-1004(3), Idaho Code, the
approval of each such separate voting group at a meeting at which a quorum of
the voting group consisting of at least a majority of the votes entitled to be
cast on the amendment by that voting group exists.