35-10.03 Procedure. Amendments to the Articles of Incorporation shall be made in the following manner:
(a) The Board of Directors shall adopt a Resolution setting forth the proposed amendment and
directing that it be submitted to a vote at a meeting of shareholders, which may be either an
annual or a special meeting;
(b) Written or printed notice setting forth the proposed amendment or a summary of the changes to
be effected thereby shall be given to each shareholder of record entitled to vote at such meeting
within the time and in the manner provided in this Code for the giving of notice of meetings of
shareholders. If the meeting be an annual meeting, the proposed amendment or such summary
shall be included in the notice of such annual meeting;
(c) At such meeting a vote of the shareholders entitled to vote shall be taken on the proposed
amendment.
(d) The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of
at least 2/3 of the outstanding shares entitled to vote.
(e) Any number of amendments may be submitted to the shareholders, and voted upon by them, at
1 meeting.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-10.04 Articles of Amendment-Contents.
(a) The Articles of Amendment shall be executed by the corporation and shall set forth:
(1) The name of the corporation;
(2) The amendment so adopted;
(3) The date of the adoption of the amendment by the shareholders;
(4) The number of shares outstanding and the number of shares entitled to vote;
(5) The number of shares voted for and against such amendment, respectively;
(6) If such amendment provides for an exchange, reclassification, or cancellation of issued
shares, and if the manner in which the same shall be effected is not set forth in the
amendment, then a statement of the manner in which the same shall be effected;
(7) If such amendment effects a change in the amount of stated capital, or paid-in surplus,
or both, then a statement of the manner in which the same is effected and a statement,
expressed in dollars, of the amount of stated capital and the amount of paid-in surplus
as changed by such amendment.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-10.05 Procedure for Filing.
(a) The original of the Articles of Amendment shall be delivered to the Tribal Commerce
Department.
(b) The certificate of amendment with the original of the Articles of Amendment affixed thereto shall
be delivered to the corporation or its representative.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-10.06 Effect of Certificate of Amendment.
(a) Upon the issuance of the certificate of amendment, the amendment shall become effective and
the Articles of Incorporation shall be deemed to be amended accordingly.
(b) No amendment shall affect any existing cause of action in favor of or against such corporation,
or any pending suit to which the corporation shall be a party, or the existing rights of persons
other than shareholders; and, in the event the corporate name shall be changed by amendment,
no suit brought by or against such corporation under its former name shall abate for that
reason.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-10.07 Filing Requirements.
(a) A document must satisfy the requirements of this section, and of any other section that adds to
or varies from these requirements, to be entitled to filing by the Tribal Commence Department.
(b) The document must contain the information required by this Code.
(1) It may contain other information as well.
327
Revised Spokane Law & Order Code, 5/14/2013