(e) The Articles of Incorporation must authorize 1 or more classes of shares that together have
unlimited voting rights, and 1 or more classes of shares, which may be the same class or classes
as those with voting rights, that together are entitled to receive the net assets of the corporation
upon dissolution.
(f) The Articles of Incorporation may authorize 1 or more classes of shares that:
(1) Have special, conditional, or limited voting rights, or no right to vote, except to the
extent prohibited by this title;
(2) Are redeemable or convertible as specified in the articles of incorporation:
A. at the option of the corporation, the shareholder, or another person or upon the
occurrence of a designated event;
B. for cash, indebtedness, securities, or other property;
C. in a designated amount or in an amount determined in accordance with a
designated formula or by reference to extrinsic data or events;
(3) Entitle the holders to distributions calculated in any manner, including dividends that
may be cumulative, noncumulative, or partially cumulative; or
(4) Have preference over any other class of shares with respect to distributions, including
dividends and distributions upon the dissolution of the Corporation.
(g) The description of the designations, preferences, limitations, and relative rights of share classes
in subsection (f) of this section is not exhaustive.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.02 Shares-Power to Issue.
(a) Each corporation may issue the number of shares stated in its Articles of Incorporation.
(b) Any issuance of shares must be authorized by the Board of Directors.
(1) Shares may be issued for consideration consisting of any tangible or intangible property
or benefit to the corporation, including cash, promissory notes, services performed,
contracts for services to be performed, or other securities of the corporation.
(c) A good faith determination by the Board of Directors that the consideration received or to be
received for the shares to be issued is adequate is conclusive insofar as the adequacy of
consideration relates to whether the shares are validly issued, fully paid, and nonassessable.
(1) When the Board of Directors has made such a determination and the corporation has
received the consideration, the shares issued therefore are fully paid and nonassessable.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.03 Share Options.
(a) Unless the Articles of Incorporation provide otherwise, a corporation may issue rights, options,
or warrants for the purchase of shares of the corporation.
(b) The Board of Directors shall determine the terms upon which the rights, options, or warrants
are issued, their form and content, and the terms and conditions relating to their exercise,
including the time or times, the conditions precedent, and the consideration for which and the
holders by whom the rights, options, or warrants may be exercised.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.04 Stock Certificates.
(a) The shares of a corporation shall be represented by certificates signed by the president, a vicepresident, or the secretary or treasurer.
(b) At a minimum, each share certificate must state on its face: the name of the issuing corporation;
the name of the person to whom issued; and the number and class of shares and the
designation of the series, if any, the certificate represents.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.05 Restriction on Transfer of Shares.
(a) The Articles of Incorporation, Bylaws, an agreement among shareholders, or an agreement
between shareholders and the corporation may impose restrictions on the transfer or
registration of transfer of shares of the corporation. A restriction does not affect shares issued
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Revised Spokane Law & Order Code, 5/14/2013