Idaho Indemnity Agreement between corporation and directors officers employees and agents of corporation
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30-30-501. Annual and regular meetings. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in ance with the bylaws. (2) A corporation with members may hold regular membership meetings at the times stated in or fixed in ance with the bylaws.
30-30-613. Action without meeting. (1) Unless the articles or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board.
Corporate bylaws are legally required in Idaho. Usually, initial bylaws are adopted by the board of directors at the corporation's first organizational meeting.
30-30-505. Notice of meeting. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(1) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
Insurance ? The indemnification agreement typically will require that the company provide D&O liability insurance that protects the indemnitee to the same extent as the most favorably insured of the company's and its affiliates' current directors and officers.
30-30-504. Action by written consent. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power.
Idaho Statutes (1) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting.
Do bylaws need to be signed? Technically, it's possible for a board of directors to adopt bylaws without signing them. However, signing your bylaws demonstrates that everyone is on the same page about how your corporation will function.