30-29-744. DISMISSAL. (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one (1) of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by:
(1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or
(2) A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.
(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either:
(1) That a majority of the board of directors did not consist of independent directors at the time the determination was made; or
(2) That the requirements of subsection (a) of this section have not been met.
(d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.
(e) Upon motion by the corporation, the court may appoint a panel of one (1) or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.
History:
[30-29-744, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 68, p. 266.]
Structure Idaho Code
Chapter 29 - GENERAL BUSINESS CORPORATIONS
Section 30-29-701 - ANNUAL MEETING.
Section 30-29-702 - SPECIAL MEETING.
Section 30-29-703 - COURT-ORDERED MEETING.
Section 30-29-704 - ACTION WITHOUT MEETING.
Section 30-29-705 - NOTICE OF MEETING.
Section 30-29-706 - WAIVER OF NOTICE.
Section 30-29-707 - RECORD DATE FOR MEETING.
Section 30-29-708 - CONDUCT OF MEETING.
Section 30-29-709 - REMOTE PARTICIPATION IN SHAREHOLDERS’ MEETINGS.
Section 30-29-720 - SHAREHOLDERS’ LIST FOR MEETING.
Section 30-29-721 - VOTING ENTITLEMENT OF SHARES.
Section 30-29-723 - SHARES HELD BY INTERMEDIARIES AND NOMINEES.
Section 30-29-724 - ACCEPTANCE OF VOTES AND OTHER INSTRUMENTS.
Section 30-29-725 - QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS.
Section 30-29-726 - ACTION BY SINGLE AND MULTIPLE VOTING GROUPS.
Section 30-29-727 - MODIFYING QUORUM OR VOTING REQUIREMENTS.
Section 30-29-728 - VOTING FOR DIRECTORS — CUMULATIVE VOTING.
Section 30-29-729 - INSPECTORS OF ELECTION.
Section 30-29-730 - VOTING TRUSTS.
Section 30-29-731 - VOTING AGREEMENTS.
Section 30-29-732 - SHAREHOLDER AGREEMENTS.
Section 30-29-740 - PART DEFINITIONS.
Section 30-29-743 - STAY OF PROCEEDINGS.
Section 30-29-744 - DISMISSAL.
Section 30-29-745 - DISCONTINUANCE OR SETTLEMENT.
Section 30-29-746 - PAYMENT OF EXPENSES.
Section 30-29-747 - APPLICABILITY TO FOREIGN CORPORATIONS.
Section 30-29-748 - SHAREHOLDER ACTION TO APPOINT A CUSTODIAN OR RECEIVER.