35-4.05 Removal of Directors By Shareholders.
(a) The shareholders may remove 1 or more directors with or without cause unless the Articles of
Incorporation provide that directors may be removed only for cause.
(b) If cumulative voting is authorized, and if less than the entire Board is to be removed, no director
may be removed if the number of votes sufficient to elect the director under cumulative voting is
voted against the director’s removal.
(1) If cumulative voting is not authorized, a director may be removed only if the number of
votes cast to remove the director exceeds the number of votes cast not to remove the
director.
(c) A director may be removed by the shareholders only at a special meeting called for the purpose
of removing the director and the meeting notice must state that the purpose, or 1 of the
purposes, of the meeting is removal of the director.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.06 Vacancies.
(a) Any directorship to be filled by reason of an increase in the number of directors may be filled by
election at an annual meeting or at a special meeting of shareholders entitled to vote called for
that purpose.
(b) Any vacancy occurring in the Board of Directors for any cause other than by reason of an
increase in the number of directors may be filled by affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors, unless the Articles of
Incorporation otherwise provide.
(c) A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.07 Quorum; Meetings.
(a) A majority of the number of directors fixed by the Bylaws, or in the absence of a bylaw fixing
the number of directors, then of the number stated in the Articles of Incorporation shall
constitute a quorum for the transaction of business unless a greater number is required by the
Articles of Incorporation or the Bylaws.
(b) The act of the majority of the directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors, unless the act of a greater number is required by the
Articles of Incorporation or the Bylaws.
(c) Unless the Articles of Incorporation or Bylaws provide otherwise, any or all directors may
participate in a regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating can hear each other during the
meeting. A director participating in a meeting by this means is deemed to be present in person
at the meeting.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.08 Action Without A Meeting.
(a) Unless the Articles of Incorporation or Bylaws provide otherwise, action required or permitted by
this Code to be taken at a Board of Directors’ meeting may be taken without a meeting if the
action is taken by all members of the Board.
(b) The action must be evidenced by 1 or more written consents describing the action taken, signed
by each director either before or after the action is taken, and delivered to the corporation for
inclusion in the minutes or filing with the corporate records.
(c) Action taken under this section is effective when the last director signs the consent, unless the
consent specifies a later effective date.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.09 Committees; Powers.
(a) Unless prohibited by the Articles of Incorporation, the Board of Directors may create 1 or more
committees of directors.
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Revised Spokane Law & Order Code, 5/14/2013