35-3.13 Quorum of Shareholders Required.
(a) Unless otherwise provided in the Articles of Incorporation or Bylaws, a majority of the
outstanding shares having voting power, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders; provided that in no event shall a quorum consist of less
than 1/3 of the outstanding shares having voting power.
(b) The shareholders present at a duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
(c) If a meeting cannot be organized because a quorum has not attended, those present may
adjourn the meeting from time to time until a quorum is present when any business may be
transacted that may have been transacted at the meeting as originally called.
(d) If a quorum is present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless
the vote of a greater number is required by this Code, the Articles of Incorporation, or Bylaws,
and except that, in elections of directors, those receiving the greatest number of votes shall be
deemed elected even though not receiving a majority.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.14 Distributions.
(a) The Board of Directors of a corporation may declare and the corporation may make distributions
to its shareholders, subject to the restrictions by the Articles of Incorporation and the limitations
in subsection (b) of this section.
(b) No distribution may be made if, after giving it effect:
(1) The corporation would not be able to pay its debts as they become due in the usual
course of business; or
(2) The corporation’s total assets would be less than the sum of its total liabilities plus,
unless the Articles of Incorporation permit otherwise, the amount that would be needed
if the corporation were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of shareholders whose preferential rights are
superior to those receiving the distribution.
(c) For purposes of determinations under subsection (b) of this section:
(1) The Board of Directors may base a determination that a distribution is not prohibited
under subsection (b) of this section either on financial statements prepared on the basis
of accounting practices and principles that are reasonable in the circumstances or on a
fair valuation or other method that is reasonable in the circumstances; and
(2) Indebtedness of a corporation, including indebtedness issued as a distribution, is not
considered a liability if its terms provide that payment of principal and interest are made
only if and to the extent that payment of a distribution to shareholders could then be
made under this section.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.15 Shareholders’ Right of Inspection. A shareholder of a corporation or his agent may inspect and copy
during usual business hours the following documents:
(a) Articles of Incorporation and Bylaws;
(b) Minutes of the proceedings of the shareholders and directors;
(c) Financial statements for the last 3years;
(d) All communications to shareholders within the past 3 years; and
(e) Names and addresses of current directors and officers.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-3.16 Statement of Affairs.
(a) Once during each calendar year, each shareholder may present to any officer of the corporation
a written request for a statement of its affairs.
313
Revised Spokane Law & Order Code, 5/14/2013