(3) The corporation does not affect the proposed action and does not return the deposited
certificates within 60 days after the date set for demanding payment.
(b) A dissenter waives the right to demand payment under this section unless the dissenter notifies
the corporation of the dissenter’s demand in writing under subsection (a) of this section within
30 days after the corporation made or offered payment for the dissenter’s shares.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-7.09 Court Action.
(a) If a demand for payment under Section 35-7.08 of this Code remains unsettled, the corporation
shall commence a proceeding within 60 days after receiving the payment demand and petition
the court to determine the fair value of the shares and accrued interest.
(1) If the corporation does not commence the proceeding within the 60 day period, it shall
pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the court.
(c)
(1) The court may appoint 1 or more persons as appraisers to receive evidence and
recommend, a fair valuation to the court. 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
(d) which the court finds the fair value of the dissenter’s shares, plus interest, exceeds the amount
paid by the corporation.
.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-7.10 Court Costs and Counsel Fees.
(a) The court in a proceeding commenced under Section 35-7.09 of this Code shall determine all
costs of the proceeding, including the reasonable compensation and expenses of appraisers
appointed by the court.
(1) The court shall assess the costs against the corporation, except that the court may
assess the 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 35-7.08 of this Code.
(b) The court may also assess the fees and expenses of counsel and experts for the respective
parties in amounts the court finds equitable:
(1) 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 this Code.
(2) 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 herein.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
Section 35-8 Dissolution
35-8.01 Dissolution By Board of Directors and Shareholders.
(a) A corporation’s Board of Directors may propose dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(1) The Board of Directors must recommend dissolution to the shareholders unless the
Board of Directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its
determination to the shareholders; and
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in
subsection (e) of this section.
(c) The Board of Directors may condition its submission of the proposal for dissolution on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed
shareholders’ meeting in accordance with Section 35-3.09 of this Code.
(1) The notice also must state that the purpose, or 1 of the purposes, of the meeting is to
consider dissolving the corporation.
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Revised Spokane Law & Order Code, 5/14/2013