30-29-802. QUALIFICATIONS OF DIRECTORS. (a) The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful.
(b) A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.
(c) A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
(d) A qualification for nomination for director prescribed before a person’s nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person’s nomination shall not apply to such person with respect to such nomination.
(e) A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director’s term. A qualification prescribed after a director has been elected or appointed shall not apply to that director before the end of that director’s term.
History:
[30-29-802, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 74, p. 270.]
Structure Idaho Code
Chapter 29 - GENERAL BUSINESS CORPORATIONS
Part 8 - DIRECTORS AND OFFICERS
Section 30-29-801 - REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS.
Section 30-29-802 - QUALIFICATIONS OF DIRECTORS.
Section 30-29-803 - NUMBER AND ELECTION OF DIRECTORS.
Section 30-29-804 - ELECTION OF DIRECTORS BY CERTAIN CLASSES OR SERIES OF SHARES.
Section 30-29-805 - TERMS OF DIRECTORS GENERALLY.
Section 30-29-806 - STAGGERED TERMS FOR DIRECTORS.
Section 30-29-807 - RESIGNATION OF DIRECTORS.
Section 30-29-808 - REMOVAL OF DIRECTORS BY SHAREHOLDERS.
Section 30-29-809 - REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING.
Section 30-29-810 - VACANCY ON BOARD OF DIRECTORS.
Section 30-29-811 - COMPENSATION OF DIRECTORS.
Section 30-29-821 - ACTION WITHOUT MEETING.
Section 30-29-822 - NOTICE OF MEETING.
Section 30-29-823 - WAIVER OF NOTICE.
Section 30-29-824 - QUORUM AND VOTING.
Section 30-29-825 - BOARD COMMITTEES.
Section 30-29-826 - SUBMISSION OF MATTERS FOR SHAREHOLDER VOTE.
Section 30-29-830 - STANDARDS OF CONDUCT FOR DIRECTORS.
Section 30-29-831 - STANDARDS OF LIABILITY FOR DIRECTORS.
Section 30-29-832 - DIRECTORS’ LIABILITY FOR UNLAWFUL DISTRIBUTIONS.
Section 30-29-841 - FUNCTIONS OF OFFICERS.
Section 30-29-842 - STANDARDS OF CONDUCT FOR OFFICERS.
Section 30-29-843 - RESIGNATION AND REMOVAL OF OFFICERS.
Section 30-29-844 - CONTRACT RIGHTS OF OFFICERS.
Section 30-29-850 - DEFINITIONS.
Section 30-29-851 - PERMISSIBLE INDEMNIFICATION.
Section 30-29-852 - MANDATORY INDEMNIFICATION.
Section 30-29-853 - ADVANCE FOR EXPENSES.
Section 30-29-854 - COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES.
Section 30-29-855 - DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
Section 30-29-856 - INDEMNIFICATION OF OFFICERS.
Section 30-29-857 - INSURANCE.
Section 30-29-858 - VARIATION BY CORPORATE ACTION — APPLICATION OF INDEMNIFICATION PROVISIONS.
Section 30-29-859 - EXCLUSIVITY.
Section 30-29-860 - DEFINITIONS.
Section 30-29-861 - JUDICIAL ACTION.
Section 30-29-862 - DIRECTORS’ ACTION.