before the restriction was adopted unless the holders of the shares are parties to the restriction
agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against
the holder or a transferee of the holder if the restriction is authorized by this section and its
existence is noted conspicuously on the front or back of the certificate.
(1) Unless so noted, a restriction is not enforceable against a person without knowledge of
the restriction.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.06 Liability Shareholders. A shareholder of a corporation shall be under no obligation to the corporation
or its creditors with respect to such shares other than the obligation to pay to the corporation the full
consideration for which said shares were issued or to be issued.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.07 Voting of Shares; Exclusion of Shares of Corporation’s Own Stock; Determination of Number of
Outstanding Shares.
(a) Unless otherwise provided in the Articles of Incorporation, each outstanding share shall be
entitled to 1 vote on each matter submitted to a vote at a meeting of shareholders.
(b) Shares of its own stock belonging to a corporation shall not be voted, directly or indirectly, at
any meeting and shall not be counted in determining the total number of outstanding shares at
any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares at any given time.
(c) A shareholder may vote either in person or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of
its execution, unless otherwise provided in the proxy.
(1) Every proxy shall be revocable at the pleasure of the person executing it or his personal
representatives or assigns; but the parties to a valid pledge or to an executory contract
of sale may agree in writing as to which of them shall vote the stock pledged or sold
until the contract of pledge or sale is fully executed.
(d) In all elections for directors, every shareholder entitled to vote shall have the right to vote, in
person or by proxy, the number of shares owned by him, for as many persons as there are
directors to be elected.
(1) If so provided in the Articles of Incorporation, shareholders may cumulate votes by
multiplying the number of votes they are entitled to cast by the number of directors to
be elected and to cast the product for a single candidate or distribute the product
among 2 or more candidates.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.08 Shareholders’ Meetings.
(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in
accordance with the Bylaws.
(1) The failure to hold an annual meeting at the time stated in or fixed in accordance with a
corporation’s Bylaws does not affect the validity of any corporate action.
(b) Special meetings of the shareholders may be called by the president, the secretary, the Board of
Directors, the holders of not less than 1/5 of all the outstanding shares entitled to vote, or by
such other officers or persons as may be provided in the Articles of Incorporation or the Bylaws.
(c) Meetings of shareholders may be held at such place within or without the boundaries of the
Reservation as may be provided in the Bylaws.
(1) In the absence of any such provision, all meetings shall be held at the principal office of
the corporation.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
311
Revised Spokane Law & Order Code, 5/14/2013