IDAHO SECRETARY OF STATE
ELECTION DIVISION


CONSTITUTION OF THE STATE OF IDAHO
APPROVED JULY 3, 1890

ARTICLE XI
CORPORATIONS, PUBLIC AND PRIVATE

SECTION 1. CERTAIN GRANTS AND CHARTERS INVALIDATED. All existing charters or grants of special or exclusive privileges, under which the corporations or grantees shall not have organized or commenced business in good faith at the time of the adoption of this Constitution, shall thereafter have no validity.

SECTION 2. SPECIAL CHARTERS PROHIBITED. No charter of incorporation shall be granted, extended, changed or amended by special law, except for such municipal, charitable, educational, penal, or reformatory corporations as are or may be, under the control of the state; but the legislature shall provide by general law for the organization of corporations hereafter to be created: provided, that any such general law shall be subject to future repeal or alteration by the legislature.

SECTION 3. REVOCATION AND ALTERATION OF CHARTERS. The legislature may provide by law for altering, revoking, or annulling any charter of incorporation, existing and revocable at the time of the adoption of this Constitution, in such manner, however, that no injustice shall be done to the corporators.

SECTION 4. CUMULATIVE VOTING. The Legislature shall not prohibit corporations from electing directors by cumulative voting.

SECTION 5. REGULATION AND CONTROL OF RAILROADS. All railroads shall be public highways, and all railroad, transportation, and express companies shall be common carriers, and subject to legislative control, and the legislature shall have power to regulate and control by law, the rates of charges for the transportation of passengers and freight by such companies or other common carriers, from one point to another in the state. Any association or corporation organized for the purpose, shall have the right to construct and operate a railroad between any designated points within this state, and to connect within or at the state line, with railroads of other states and territories. Every railroad company shall have the right with its road, to intersect, connect with, or cross any other railroad, under such regulations as may be prescribed by law, and upon making due compensation.

SECTION 6. EQUAL TRANSPORTATION RIGHTS GUARANTEED. All individuals, associations, and corporations, similarly situated, shall have equal rights to have persons or property transported on and over any railroad, transportation, or express route in this state, except that preference may be given to perishable property. No undue or unreasonable discrimination shall be made in charges or facilities for transportation of freight or passengers of the same class, by any railroad, or transportation, or express company, between persons or places within this state; but excursion or commutation tickets may be issued and sold at special rates, provided such rates are the same to all persons. No railroad, or transportation, or express company shall be allowed to charge, collect, or receive, under penalties which the legislature shall prescribe, any greater charge or toll for the transportation of freight or passengers, to any place or station upon its route or line, than it charges for the transportation of the same class of freight or passengers to any more distant place or station upon its route or line within this state. No railroad, express, or transportation company, nor any lessee, manager, or other employee thereof, shall give any preference to any individual, association, or corporation, in furnishing cars or motive power, or for the transportation of money or other express matter.

SECTION 7. ACCEPTANCE OF CONSTITUTION BY CORPORATIONS. No corporation other than municipal corporations in existence at the time of the adoption of this Constitution, shall have the benefit of any future legislation, without first filing in the office of the secretary of state an acceptance of the provisions of this Constitution in binding form.

SECTION 8. RIGHT OF EMINENT DOMAIN AND POLICE POWER RESERVED. The right of eminent domain shall never be abridged, nor so construed as to prevent the legislature from taking the property and franchises of incorporated companies, and subjecting them to public use, the same as the property of individuals; and the police powers of the state shall never be abridged or so construed as to permit corporations to conduct their business in such manner as to infringe the equal rights of individuals, or the general well being of the state.

SECTION 9. INCREASE IN CAPITAL STOCK. No corporation shall issue stocks or bonds, except for labor done, services performed, or money or property actually received; and all fictitious increase of stock or indebtedness shall be void. The stock of corporations shall not be increased except in pursuance of general law, nor without the consent of the persons, holding a majority of the stock of the class to be increased, first obtained at a meeting, held pursuant to such notice as is provided by the legislature.

SECTION 10. REGULATION OF FOREIGN CORPORATIONS. No foreign corporation shall do any business in this state without having one or more known places of business, and an authorized agent or agents in the same, upon whom process may be served; and no company or corporation formed under the laws of any other country, state, or territory, shall have or be allowed to exercise or enjoy, within this state any greater rights or privileges than those possessed or enjoyed by corporations of the same or similar character created under the laws of this state.

SECTION 11. CONSTRUCTING RAILROAD IN CITY OR TOWN. No street, or other railroad, shall be constructed within any city, town, or incorporated village without the consent of the local authorities having the control of the street or highway proposed to be occupied by such street or other railroad.

SECTION 12. RETROACTIVE LAWS FAVORING CORPORATIONS PROHIBITED. The legislature shall pass no law for the benefit of a railroad, or other corporation, or any individual, or association of individuals retroactive in its operation, or which imposes on the people of any county or municipal subdivision of the state, a new liability in respect to transactions or considerations already past.

SECTION 13. TELEGRAPH AND TELEPHONE COMPANIES. Any association or corporation, or the lessees or managers thereof, organized for the purpose, or any individual, shall have the right to construct and maintain lines of telegraph or telephone within this state, and connect the same with other lines; and the legislature shall by general law of uniform operation provide reasonable regulations to give full effect to this section.

SECTION 14. CONSOLIDATION OF CORPORATIONS WITH FOREIGN CORPORATIONS. If any railroad, telegraph, express, or other corporation, organized under any of the laws of this state, shall consolidate, bysale or otherwise, with any railroad, telegraph, express, or other corporation, organized under any of the laws of any other state or territory, or of the United States, the same shall not thereby become a foreign corporation, but the courts of this state shall retain jurisdiction over the part of the corporate property within the limits of the state in all matters that may arise, as if said consolidation had not taken place.

SECTION 15. TRANSFER OF FRANCHISES. The legislature shall not pass any law permitting the leasing or alienation of any franchise so as to release or relieve the franchise or property held thereunder from any of the liabilities of the lessor or grantor, or lessee or grantee, contracted or incurred in the operation, use, or enjoyment of such franchise, or any of its privileges.

SECTION 16. TERM "CORPORATION" DEFINED. The term "corporation" as used in this article, shall be held and construed to include all associations and joint stock companies having or exercising any of the powers or privileges of corporations not possessed by individuals or partnerships.

SECTION 17. LIABILITY OF STOCKHOLDERS - DUES. Dues from private corporations shall be secured by such means as may be prescribed by law, but in no case shall any stockholder be individually liable in any amount over or above the amount of stock owned by him.

SECTION 18. COMBINATIONS IN RESTRAINT OF TRADE PROHIBITED. That no incorporated company or any association of persons or stock company, in the state of Idaho, shall directly or indirectly combine or make any contract with any other incorporated company, foreign or domestic, through their stockholders or the trustees or assignees of such stockholders, or in any manner whatsoever, for the purpose of fixing the price or regulating the production of any article of commerce or of produce of the soil, or of consumption by the people; and that the legislature be required to pass laws for the enforcement thereof, by adequate penalties, to the extent, if necessary for that purpose, of the forfeiture of their property and franchise.


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