30-29-143. QUALIFIED DIRECTOR. (a) A "qualified director" is a director who, at the time action is to be taken under:

(1) Section 30-29-202(b)(6), Idaho Code, is not a director to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply or who has a material relationship with any other person to whom the limitation or elimination would apply;

(2) Section 30-29-744, Idaho Code, does not have a material interest in the outcome of the proceeding or a material relationship with a person who has such an interest;

(3) Section 30-29-853 or 30-29-855, Idaho Code, is not a party to the proceeding, is not a director as to whom a transaction is a director’s conflicting interest transaction or who sought a disclaimer of the corporation’s interest in a business opportunity under section 30-29-870, Idaho Code, which transaction or disclaimer is challenged in the proceeding, and does not have a material relationship with a director described in this subsection;

(4) Section 30-29-862, Idaho Code, is not a director as to whom the transaction is a director’s conflicting interest transaction or who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction; or

(5) Section 30-29-870, Idaho Code, is not a director who pursues or takes advantage of the business opportunity, directly or indirectly through or on behalf of another person or has a material relationship with a director or officer who pursues or takes advantage of the business opportunity, directly or indirectly through or on behalf of another person.

(b) For purposes of this section:

(1) "Material interest" means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken; and

(2) "Material relationship" means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.

(c) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director:

(1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person who has a material relationship with that director, acting alone or participating with others;

(2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or

(3) With respect to action to be taken under section 30-29-744, Idaho Code, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.

History:

[30-29-143, added 2019, ch. 90, sec. 6, p. 232.]