Idaho Dissenters' Appraisal Rights

30-1-1301. Definitions.
  In this part:

  (1) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action,  or the surviving or acquiring corporation
by merger or share exchange of that issuer.

  (2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under  section 30-1-1302, Idaho Code, and who exercises
that right when and in the manner required by sections 30-1-1320 through
30-1-1328, Idaho Code.

  (3) "Fair value," with respect to a dissenter's shares, means the value
of the shares immediately  before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or depreciation
in anticipation of the corporate action unless exclusion would be
inequitable.

  (4) "Interest" means interest from the effective date of the corporate
action until the date of  payment, at the average rate currently paid by
the corporation on its principal bank loans or, if none, at a rate that is
fair and equitable under all the circumstances.

  (5) "Record shareholder" means the person in whose name shares are
registered in the records of the corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on file
with a corporation.

  (6) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a  voting trust or by a nominee as the record shareholder.

  (7) "Shareholder" means the record shareholder or the beneficial
shareholder.

[I.C.,  30-1-1301, as added by 1997, ch. 366,  2, p.1080.]


30-1-1302. Right to dissent.

  (1) A shareholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of, any of the following corporate
actions:

  (a) Consummation of a plan of merger to which the corporation is a party:

    (i) If shareholder approval is required for the merger by section
30-1-1103, Idaho Code, or the articles of incorporation and the shareholder
is entitled to vote on the merger; or

    (ii) If the corporation is a subsidiary that is merged with its parent
under section 30-1-1104, Idaho Code;

  (b) Consummation of a plan of share exchange to which the corporation is a
party as the  corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan;

  (c) Consummation of a sale or exchange of all, or substantially all, of the
property of the  corporation other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange,
including a sale in dissolution, but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or substantially all
of the net proceeds of the sale will be distributed to the shareholders
within one (1) year after the date of sale;

  (d) An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it:
    (i) Alters or abolishes a preferential right of the shares;

    (ii) Creates, alters or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of the shares;

    (iii) Alters or abolishes a preemptive right of the holder of the
shares to acquire shares or other securities;

    (iv) Excludes or limits the right of the shares to vote on any matter,
or to cumulate votes, other than a limitation by dilution through issuance
of shares or other securities with similar voting rights; or

    (v) Reduces the number of shares owned by the shareholder to a fraction
of a share if the fractional share so created is to be acquired for cash under
section 30-1-604, Idaho Code; or

  (e) Any corporate action taken pursuant to a shareholder vote to the extent
the articles of incorporation, bylaws, or a resolution of the board of
directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

  (2) A shareholder entitled to dissent and obtain payment for his shares
under this part may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect
to the shareholder or the corporation.

  (3) This section does not apply to the holders of shares of any class
or series if the shares of the class or series are redeemable securities
issued by a registered investment company as defined pursuant to the
investment company act of 1940 (15 U.S.C.  80a-15 U.S.C.  80a-64).

  (4) Unless the articles of incorporation of the corporation provide
otherwise, this section does not apply to the holders of shares of a class
or series if the shares of the class or series were registered on a national
securities exchange, were listed on the national market systems of the
national association of securities dealers automated quotation system or
were held of record by at least two thousand (2,000) shareholders on the
date fixed to determine the shareholders entitled to vote on the proposed
corporate action.

[I.C.,  30-1-1302, as added by 1997, ch. 366,  2, p.1080.]


30-1-1303. Dissent by nominees and beneficial owners.

  (1) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with respect to
all shares beneficially owned by any one (1) person and notifies the
corporation in writing of the name and address of each person on whose
behalf he asserts dissenters' rights. The rights of a partial dissenter
under this subsection are determined as if the shares as to which he
dissents and his other shares were registered in the names of different
shareholders.

  (2) A beneficial shareholder may assert dissenters' rights as to shares
held on his behalf only if:

  (a) He submits to the corporation the record shareholder's written consent
to the dissent not later than the time the beneficial shareholder asserts
dissenters' rights; and

  (b) He does so with respect to all shares of which he is the beneficial
shareholder or over which he has power to direct the vote.

[I.C.,  30-1-1303, as added by 1997, ch. 366,  2, p.1080.]



30-1-1320. Notice of dissenters' rights.

  (1) If proposed corporate action creating dissenters' rights under section
30-1-1302, Idaho Code, is submitted to a vote at a shareholders' meeting,
the meeting notice must state that shareholders are or may be entitled to
assert dissenters' rights under this part and be accompanied by a copy of
this part.

  (2) If corporate action creating dissenters' rights under section
30-1-1302, Idaho Code, is taken without a vote of shareholders, the
corporation shall notify in writing all shareholders entitled to assert
dissenters' rights that the action was taken and send them the dissenters'
notice described in section 30-1-1322, Idaho Code.

[I.C.,  30-1-1320, as added by 1997, ch. 366,  2, p.1080.]



30-1-1321. Notice of intent to demand payment.

  (1) If proposed corporate action creating dissenters' rights under
section 30-1-1302, Idaho Code, is submitted to a vote at a shareholders'
meeting, a shareholder who wishes to assert dissenters' rights:

  (a) Must deliver to the corporation before the vote is taken  written
notice of his intent to demand payment for his shares if the proposed
action is effectuated; and

  (b) Must not vote his shares in favor of the proposed action.

  (2) A shareholder who does not satisfy the requirements of subsection
(1) of this section is not entitled to payment for his shares under this
part.

[I.C.,  30-1-1321, as added by 1997, ch. 366,  2, p.1080.]


30-1-1322. Dissenters' notice.

  (1) If proposed corporate action creating dissenters' rights under
section 30-1-1302, Idaho Code, is authorized at a shareholders' meeting,
the corporation shall deliver a written dissenters' notice to all
shareholders who satisfied the requirements of section 30-1-1321,
Idaho Code.

  (2) The dissenters' notice must be sent no later than ten (10) days
after the corporate action was taken, and must:

  (a) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;

  (b) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;

  (c) Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms of the
proposed corporate action and requires that the person asserting dissenters'
rights certify whether or not he acquired beneficial ownership of the shares
before that date;

  (d) Set a date by which the corporation must receive the payment demand,
which date may not be fewer than thirty (30) nor more than sixty (60) days
after the date the notice in subsection (1) of this section is delivered; and

  (e) Be accompanied by a copy of this part.

[I.C.,  30-1-1322, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1323. Duty to demand payment.

  (1) A shareholder sent a dissenters' notice described in section 30-1-1322,
Idaho Code, must demand payment, certify whether he acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenters' notice pursuant to section 30-1-1322(2)(c), Idaho Code, and,
with respect to any certificated shares, deposit his  certificates in
accordance with the terms of the notice.

  (2) The shareholder who demands payment and, with respect to any
certificated shares, deposits his share certificates under subsection
(1) of this section retains all other rights of a shareholder until these
rights are cancelled or modified by the taking of the proposed corporate
action.

  (3) A shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for his shares under this part.

[I.C.,  30-1-1323, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1324. Share restrictions.

  (1) The corporation may restrict the transfer of uncertificated shares
from the date the demand for their payment is received until the proposed
corporate action is taken or the restrictions released under section
30-1-1326, Idaho Code.

  (2) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until
these rights are cancelled or modified by the taking of the proposed
corporate action.

[I.C.,  30-1-1324, as added by 1997, ch. 366,  2, p. 1080.]



30-1-1325. Payment.

  (1) Except as provided in section 30-1-1327, Idaho Code, as soon as the
proposed corporate action is taken, or upon receipt of a payment demand, the
corporation shall pay each dissenter who complied with section 30-1-1323,
Idaho Code, the amount the corporation estimates to be the fair value of
his shares, plus accrued interest.

  (2) The payment must be accompanied by:

  (a) The corporation's balance sheet as of the end of a fiscal year
ending not more than sixteen (16) months before the date of payment, an
income statement for that year, a statement of changes in shareholders'
equity for that year, and the latest available interim financial
statements, if any;

  (b) A statement of the corporation's estimate of the fair value of
the shares;

  (c) An explanation of how the interest was calculated;

  (d) A statement of the dissenter's right to demand payment under
section 30-1-1328, Idaho Code; and

  (e) A copy of this part.

[I.C.,  30-1-1325, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1326. Failure to take action.

  (1) If the corporation does not take the proposed action within sixty
(60) days after the date set for demanding payment and depositing share
certificates, the corporation shall return the deposited certificates
and release the transfer restrictions imposed on  uncertificated shares.

  (2) If after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a
new dissenters' notice under section 30-1-1322, Idaho Code, and repeat
the payment demand procedure.

[I.C.,  30-1-1326, as added by 1997, ch. 366,  2, p. 1080.]



30-1-1327. After-acquired shares.

  (1) A corporation may elect to withhold payment required by section
30-1-1325, Idaho Code, from a dissenter unless he was the beneficial
owner of the shares before the date set forth in the dissenters' notice
as the date of the first announcement to news media or to shareholders of
the terms of the proposed corporate action.

  (2) To the extent the corporation elects to withhold payment under
subsection (1) of this section, after taking the proposed corporate
action, it shall estimate the fair value of the shares, plus accrued
interest, and shall pay this amount to each dissenter who agrees to
accept it in full satisfaction of his demand. The corporation shall
send with its offer a statement of its estimate of the fair value of
the shares, an explanation of how the interest was calculated, and a
statement of the dissenter's right to demand payment under section
30-1-1328, Idaho Code.

[I.C.,  30-1-1327, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1328. Procedure if shareholder dissatisfied with payment or offer.

  (1) A dissenter may notify the corporation in writing of his own
estimate of the fair value of his shares and amount of interest due,
and demand payment of his estimate, less any payment under section
30-1-1325, Idaho Code, or reject the corporation's offer under section
30-1-1327, Idaho Code, and demand payment of the fair value of his shares
and interest due, if.

  (a) The dissenter believes that the amount paid under section 30-1-1325,
Idaho Code, or offered under section 30-1-1327, Idaho Code, is less than
the fair value of his shares or that the interest due is incorrectly
calculated;

  (b) The corporation fails to make payment under section 30-1-1325,
Idaho Code, within sixty (60) days after the date set for demanding
payment; or

  (c) The corporation, having failed to take the proposed action, does
not return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within sixty (60) days after the date set
for demanding payment.

  (2) A dissenter waives his right to demand payment under this section
unless he notifies the corporation of his demand in writing under
subsection (1) of this section within thirty (30) days after the
corporation made or offered payment for his shares.

[I.C.,  30-1-1328, as added by 1997, ch. 366,  2, p. 1080.]




30-1-1330. Court action to determine share value.

  (1) If a demand for payment under section 30-1-1328, Idaho Code, remains
unsettled, the corporation shall commence a proceeding within sixty (60)
days after receiving the payment demand and petition the court to determine
the fair value of the shares and accrued interest. If the corporation does
not commence the proceeding within the sixty-day period, it shall pay each
dissenter whose demand remains unsettled the amount demanded.

  (2) The corporation shall commence the proceeding in the Idaho district
court of the county where a corporation's principal office or, if none in
this state, its registered office is located. If the corporation is a
foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the  registered
office of the domestic corporation merged with or whose shares were
acquired by the foreign corporation was located.

  (3) The corporation shall make all dissenters, whether or not residents
of this state, whose demands remain unsettled parties to the proceeding,
as in an action against their shares, and all parties must be served with
a copy of the petition.  Nonresidents may be served by registered or
certified mail or by publication as provided by law.

  (4) The jurisdiction of the court in which the proceeding is commenced
under subsection (2) of this section is plenary and exclusive. The court
may appoint one (1) or more persons as appraisers to receive evidence and
recommend decision on the question of fair value. The appraisers have the
powers described in the order appointing them, or in any amendment to it.
The dissenters are entitled to the same discovery rights as parties in
other civil proceedings.

  (5) Each dissenter made a party to the proceeding is entitled to
judgment:

  (a) For the amount, if any, by which the court finds the fair value
of his shares, plus  interest, exceeds the amount paid by the corporation;
or

  (b) For the fair value, plus accrued interest, of his after-acquired
shares for which the  corporation elected to withhold payment under
section 30-1-1327, Idaho Code.

[I.C.,  30-1-1330, as added by 1997, ch. 366,  2, p. 1080.]




30-1-1331. Court costs and counsel fees.

  (1) The court in an appraisal proceeding commenced under section
30-1-1330, Idaho Code, shall determine all costs of the proceeding,
including the reasonable compensation and expenses of appraisers appointed
by the court. The court shall assess the costs against the corporation,
except that the court may assess costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously, or not in
good faith in demanding payment under section 30-1-1328, Idaho Code.

  (2) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable:

  (a) Against the corporation and in favor of any or all dissenters if
the court finds the corporation did not substantially comply with the
requirements of sections 30-1-1320 through 30-1-1328, Idaho Code; or

  (b) Against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good
faith with respect to the rights provided by this part.

  (3) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and
that the fees for those services should not be assessed against the
corporation, the court may award to these counsel reasonable fees to be
paid out of the amounts awarded to dissenters who were benefited.

[I.C.,  30-1-1331, as added by 1997, ch. 366,  2, p. 1080.]


APPENDIX A - 1