State of the Nonprofit Regulatory Environment in IDAHO

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

BIFURCD-BIFURC-NS

REGULATORY BODY: Not Specific

NOTES: Charitable Orgs Not Required to Register

Registration Office

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

2 Notice, Filing or Review of Transactions

Sale of Assets

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-ASSETS-AG

REGULATORY BODY: Attorney General

NOTES: No

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

Mergers

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-MERGER-AG

REGULATORY BODY: Attorney General

NOTES: No

ID Code § 30-30-803

REGULATORY BODY: Other

STATUTE TEXT: 30-30-803. ACTION ON PLAN BY BOARD, MEMBERS AND THIRD PERSONS. (1) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, a plan of merger to be adopted must be approved: (a) By the board; (b) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801, Idaho Code, for an amendment to the articles or bylaws. (2) If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice of any directorsi meeting at which such approval is to be obtained in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed merger. (3) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis. (4) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (5) If the board seeks to have the plan approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (6) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under section 30-30-704 or 30-30-710, Idaho Code. The plan is approved by a class of members by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (7) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. History: [30-30-803, added 2015, ch. 243, sec. 81, p. 998.]

NOTES: File with Sec. of State; I.C. § 30-30-803

Certificate of Amendments

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

ID Code § 30-30-705

REGULATORY BODY: Other

STATUTE TEXT: 30-30-705. ARTICLES OF AMENDMENT. A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendmentis adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class. (6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-801, Idaho Code, a statement that the approval was obtained. History: [30-30-705, added 2015, ch. 243, sec. 80, p. 995.]

NOTES: I.C. § 30-30-705

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-FINANC-NS

REGULATORY BODY: Not Specific

3 Notice or Action for Dissolutions

Voluntary Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: No

ID Code § 30-30-1003

REGULATORY BODY: Other

STATUTE TEXT: 30-30-1003. ARTICLES OF DISSOLUTION. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was approved by a sufficient vote of the board; (d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (e) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; and (f) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-1002(1)(c), Idaho Code, a statement that the approval was obtained. (2) A corporation is dissolved upon the effective date of its articles of dissolution. History: [30-30-1003, added 2015, ch. 243, sec. 83, p. 1001.]

NOTES: File with Secretary of State, I.C. § 30-30-1003

Judicial Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

ID Code § 30-30-203

REGULATORY BODY: Attorney General

STATUTE TEXT: 30-30-203. INCORPORATION. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (2) The secretary of stateis filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. History: [30-30-203, added 2015, ch. 243, sec. 75, p. 972.]

NOTES: Some state actor has the right to dissolve: I.C. § 30-30-203: “The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.”

ID Code § 30-30-203

REGULATORY BODY: Other

Administrative Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

NOTES: No

DISSOLV-ADMINI-OT

REGULATORY BODY: Other

NOTES: No

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

ID Code § 48-1501

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: I.C. §§ 48-1501 - 1512

Requires Notice or Oversight

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

ID Code § 48-1503

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: I.C. § 48-1503

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

NOTES: No

Requires Filing

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-FILING-OT

REGULATORY BODY: Other

NOTES: No

5 Audits

Requires Audit

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-AUDITS-NS

REGULATORY BODY: Not Specific

NOTES: No

Audit Threshold

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

6 Registration Law

Registration Law

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

REGILAW-REGIST-NS

REGULATORY BODY: Not Specific

NOTES: NONE

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-RELIGI-NS

REGULATORY BODY: Not Specific

Small organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-SMALLO-NS

REGULATORY BODY: Not Specific

Educational Institutions

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-EDUCAT-NS

REGULATORY BODY: Not Specific

Governmental Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

Hospitals

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

Veterans organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

Foundations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

Foundations that don’t solicit contributions

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

Charitable Trusts

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

Parent-Teacher Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

Reports to congress

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

Non-soliciting

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-NONSOL-NS

REGULATORY BODY: Not Specific

Fraternal/ Membership

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

Political Orgs

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

Other

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-OTHTYP-NS

REGULATORY BODY: Not Specific

8 Defined remedies

Dissolution

Regulatory Action: REMEDY

YES: A regulation is defined in the state

ID Code § 30-30-203

REGULATORY BODY: Not Specific

Removal of Board Members

Regulatory Action: REMEDY

A regulation is NOT defined in the state

REMEDYT-BRDRMV-NS

REGULATORY BODY: Not Specific

NOTES: No

9 Oversight of professional fundraisers

Does the state require registration by commercial fundraisers?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

ID Code § 48-1004

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Not specific to charitable solicitations, but telephone solicitors must “Register with the attorney general at least ten (10) days prior to conducting business in Idaho.” Idaho Code Ann. § 48-1004 (West)

Does the state require registration by fundraising counsel?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-COUNSL-NS

REGULATORY BODY: Not Specific

Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-VENTUR-NS

REGULATORY BODY: Not Specific

Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-NOTICE-NS

REGULATORY BODY: Not Specific

Does the state require specified disclosures to donors?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-DDONOR-NS

REGULATORY BODY: Not Specific

Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-CNTRCT-NS

REGULATORY BODY: Not Specific

Does the state require annual financial reporting by commercial fundraisers?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-ANNUAL-NS

REGULATORY BODY: Not Specific

Does the state require bonding of professional fundraisers?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-BONDNG-NS

REGULATORY BODY: Not Specific