Idaho Code 30-29-1005 – Amendment by Board of Directors
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Unless the articles of incorporation provide otherwise, a corporation‘s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval:
(a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
Terms Used In Idaho Code 30-29-1005
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories; and the words "United States" may include the District of Columbia and territories. See Idaho Code 73-114
(b) To delete the names and addresses of the initial directors;
(c) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(d) If the corporation has only one (1) class of shares outstanding:
(1) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or
(2) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;
(e) To change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(f) To reflect a reduction in authorized shares, as a result of the operation of section 30-29-631(b), Idaho Code, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;
(g) To delete a class of shares from the articles of incorporation, as a result of the operation of section 30-29-631(b), Idaho Code, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or
(h) To make any change expressly permitted by section 30-29-602(a) or (b), Idaho Code, to be made without shareholder approval.