2005 Idaho Code - 30-1310 — LIMITATION ON TRANSFER OF SHARES

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 13
                      PROFESSIONAL SERVICE CORPORATIONS
    30-1310.  LIMITATION ON TRANSFER OF SHARES. No shareholder of a
corporation organized under this act may sell or transfer his shares in such
corporation except to another individual who is eligible to be a shareholder
of such corporation, and such sale or transfer may be made only after the same
shall have been approved, at a stockholders' meeting specially called for such
purpose, by such proportion, not less than a majority, of the outstanding
stock as may be provided in the certificate of incorporation or in the
by-laws. At such shareholders' meeting the shares of stock held by the
shareholder proposing to sell or transfer his shares may not be voted or
counted for any purpose, unless all stockholders consent that such stock be
voted. The articles of incorporation may provide specifically for additional
restraints on the alienation of shares and may require the redemption or
purchase of such shares by the corporation at prices and in a manner
specifically set forth in such articles or the articles may specifically
authorize the corporation's board of directors or its shareholders to adopt
by-laws restraining the alienation of shares and providing for the purchase or
redemption by the corporation of its shares; provided, however, such
provisions dealing with the purchase or redemption by the corporation of its
shares may not be invoked at a time or in a manner that would impair the
capital of the corporation.