35-3.09 Notice.
(a) Except as provided herein, 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 Bylaws specifying a different period of notice,
be delivered not less than 10 nor more than 50 days before the date of the meeting.
(1) Notice may be given by mail, personal delivery, or electronic transmission.
(b) If mailed, such notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the records of the corporation, with
postage thereon prepaid.
(1) Notices that are electronically transmitted shall be effective when sent. Notices sent by
personal delivery shall be effective when received.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.10 Waiver of Notice.
(a) A shareholder may waive any notice required by this Code, the Articles of Incorporation, or
Bylaws before or after the date and time of the meeting that is the subject of such notice.
Except as provided by subsections (b) and (c) of this section, the waiver must be in writing, be
signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion
in the minutes or filing with the corporate records.
(b) A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of
the meeting, unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting.
(c) A shareholder waives objection to consideration of a particular matter at a meeting that is not
within the purpose or purposes described in the meeting notice, unless the shareholder objects
to considering the matter when it is presented.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.11 Action Without Meeting.
(a) Action required or permitted by this title to be taken at a shareholders' meeting may be taken
without a meeting or a vote if the action is taken by all shareholders entitled to vote on the
action.
(b) The taking of action by shareholders without a meeting or vote must be evidenced by 1 or more
written consents describing the action taken, signed by all shareholders and delivered to the
corporation for inclusion in the minutes or filing with the corporate records.
(c) A shareholder may withdraw consent only by delivering a written notice of withdrawal to the
corporation prior to the time when consents sufficient to authorize taking the action have been
delivered to the corporation.
(d) Unless the written shareholder consent specifies a later effective date, action taken under this
section is effective when consents sufficient to authorize taking the action have been delivered
to the corporation.
(e) A consent signed under this section has the effect of a meeting vote and may be described as
such in any document, except that, if the action requires the filing of a certificate under any
other section of this title, the certificate so filed shall state, in lieu of any statement required by
that section concerning any vote of shareholders, that written consent has been obtained in
accordance with this section.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.12 Shareholder Participation By Means of Communication Equipment.
(a) If the Articles of Incorporation or Bylaws so provide, shareholders may participate in any
meeting of shareholders by any means of communication by which all persons participating in
the meeting can hear each other during the meeting.
(b) A shareholder participating in a meeting by this means is deemed to be present in person at the
meeting.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
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Revised Spokane Law & Order Code, 5/14/2013