Section 36-12 Meetings of Members
36-12.01 Meetings of Members.
(a) Meetings of members may be held at such place within or without the Reservation as may be
provided in the by-laws or, where not inconsistent with the by-laws, in the notice of the
meeting.
(b) An annual meeting of the members shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or
dissolution of the corporation.
(c) Special meetings of the members may be called by the president, the secretary, the Board of
Directors, or by such other officers or persons or number or proportion of members as may be
provided in the articles of incorporation or the by-laws.
(1) In the absence of a provision fixing the number or proportion of members entitled to call
a meeting, a special meeting of members may be called by members having at least
1/20 of the votes to the cast at such meeting.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-13 Notice of Meeting Members
36-13.01 Notice of Meeting Members.
(a) Written or printed notice stating the place, day and hour of the meeting, and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall in the absence of
a provision in the by-laws specifying a different period of notice, be delivered not less than 10 or
more than fifty 50 days before the date of the meeting, either personally or by mail; or at the
direction of the president, or the secretary or the officers or persons calling the meeting, to each
member entitled to vote at such meeting.
(b) If mailed, such notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the member at his address as it appears on the records of the corporation, with
postage thereon prepaid.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-14 Voting
36-14.01 Voting.
(a) Members shall not be entitled to vote except, as the right to vote shall be conferred by the
articles of incorporation.
(b) A member may vote in person, or unless the articles of incorporation or the by-laws otherwise
provide, may vote by proxy executed in writing by the member or his duly authorized attorneyin-fact.
(1) No proxy shall be valid after 11 months from the date of its execution, unless otherwise
provided in the proxy.
(2) Where the articles of incorporation or the by-laws so provide, voting on all matters
including the election of directors or officers where they are to be elected by the
members may be conducted by mail.
(c) The articles of incorporation or the by-laws may provide that in all elections for directors every
member entitled to vote shall have the right to cumulate his vote and to give 1 candidate a
number of votes equal to his vote multiplied by the number of directors to be elected or by
distributing such votes on the same principle among any number of such candidates.
(d) If a corporation has no members or if the members have no right to vote, the directors shall
have the sole voting power and shall have all of the authority and may take any action herein
permitted by members.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
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Revised Spokane Law & Order Code, 5/14/2013