2005 Idaho Code - 30-1-1402 — DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 1
                        GENERAL BUSINESS CORPORATIONS
                                   PART 14.
                                 DISSOLUTION
    30-1-1402.  DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS. (1) A
corporation's board of directors may propose dissolution for submission to the
shareholders.
    (2)  For a proposal to dissolve to be adopted:
    (a)  The board of directors must recommend dissolution to the shareholders
    unless the board of directors determines that because of conflicts of
    interest or other special circumstances it should make no recommendation
    and communicates the basis for its determination to the shareholders; and
    (b)  The shareholders entitled to vote must approve the proposal to
    dissolve as provided in subsection (5) of this section.
    (3)  The board of directors may condition its submission of the proposal
for dissolution on any basis.
    (4)  The corporation shall notify each shareholder, whether or not
entitled to vote, of the proposed shareholders' meeting. The notice must also
state that the purpose, or one (1) of the purposes, of the meeting is to
consider dissolving the corporation.
    (5)  Unless the articles of incorporation or the board of directors,
acting pursuant to subsection (3) of this section, require a greater vote, a
greater number of shares to be present, or a vote by voting groups, adoption
of the proposal to dissolve shall require 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 exists.