30-29-149. NOTICE REQUIREMENTS. (a) Unless shareholder approval is required under section 30-29-147(c), Idaho Code, prompt notice of an action taken under section 30-29-147, Idaho Code, shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of the date of such action by the board of directors and the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.

(b) The notice must contain either a copy of the action taken by the board of directors in accordance with subsection (a) or (b) of section 30-29-147, Idaho Code, or the information required by paragraphs (1) through (4) of subsection (a) of section 30-29-147, Idaho Code, or paragraphs (1) through (3) of subsection (b) of section 30-29-147, Idaho Code, as applicable; and a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

(c) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under section 30-29-147(c), Idaho Code, if notice is given in accordance with section 30-29-148(b), Idaho Code.

(d) A notice required by this section may be given in any manner permitted by section 30-29-141, Idaho Code, and, for any corporation subject to the reporting requirements of section 13 or 15(d) of the securities exchange act of 1934, may be given by means of a filing or furnishing of such notice with the United States securities and exchange commission.

History:

[30-29-149, added 2019, ch. 90, sec. 12, p. 236.]