(b) Within 20 days after a request is made for a statement of a corporation’s affairs, the corporation
shall prepare and have available on file at its principal office a statement, verified under oath by
its president or treasurer or 1 of its vice-presidents or assistant treasurer, which sets forth in
reasonable detail the corporation’s assets and liabilities as of a reasonably current date.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
Section 35-4 Board of Directors
35-4.01 Board of Directors-Powers Authorized; Qualifications.
(a) The business and affairs of a corporation shall be managed by a Board of Directors.
(1) Directors need not be shareholders in the corporation unless the Articles of
Incorporation or Bylaws so provide.
(2) The Articles of Incorporation or Bylaws may prescribe other qualifications for directors.
(b) Unless otherwise provided in the Articles of Incorporation or Bylaws, the Board of Directors, by
the affirmative vote of a majority of the directors then in office, and irrespective of any personal
interest of any director, shall have authority to establish reasonable compensation of all directors
for services to the corporation as directors, officers, or otherwise.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.02 Number; Election.
(a) The number of directors of a corporation shall not be less than 3.
(b) Subject to such limitation, the number of directors shall be fixed by the Bylaws, except as to
the number constituting the first Board of Directors, which number shall be fixed by the Articles
of Incorporation.
(c) In the absence of a bylaw fixing the number of directors, the number shall be the same as that
stated in the Articles of Incorporation.
(d) The names and addresses of the members of the first Board of Directors shall be stated in the
Articles of Incorporation.
(e) Such persons shall hold office until the first annual meeting of shareholders, until their
successors shall have been elected and qualified.
(f) Each director shall hold office for the term for which he is elected or until his successor shall
have been elected and qualified.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.03 Classification.
(a) The Bylaws may provide that the directors be divided into either 2 or 3 classes, each class to be
as nearly equal in number as possible, the term of office of directors of the first class to expire
at the first annual meeting of shareholders after their election, that of the second class to
expire at the second annual meeting after their election, and that of the third class, if any, to
expire at the third annual meeting after their election.
(b) At each annual meeting after such classification, the number of directors equal to the number
of the class whose term expires at the time of such meeting shall be elected to hold office until
the second succeeding annual meeting; if there be 2 classes, or until the third succeeding
annual meeting; if there be 3 classes.
(c) No classification of directors shall be effective prior to the first annual meeting of shareholders.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.04 Resignation of Directors.
(a) A director may resign at any time by delivering written notice to the Board of Directors, its
chairperson, the president, or the secretary.
(b) A resignation shall be effective when the notice is delivered unless the notice specifies a later
effective date.
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