30-29-850. DEFINITIONS. For purposes of this section and sections 30-29-851 through 30-29-859, Idaho Code:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.
(2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
(4) "Official capacity" means:
(a) When used with respect to a director, the office of director in a corporation; and
(b) When used with respect to an officer, as contemplated in section 30-29-856, Idaho Code, the office in a corporation held by the officer.
"Official capacity" does not include service for any other domestic or foreign corporation or any joint venture, trust, employee benefit plan or other entity.
(5) "Party" means an individual who was, is or is threatened to be made a defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.
History:
[30-29-850, added 2015, ch. 243, sec. 63, p. 934; am. 2019, ch. 90, sec. 98, p. 281.]
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.