(c) A director is not acting in good faith if the director has knowledge concerning the matter in
question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) A director is not liable for any action taken as a director, or any failure to take any action, if the
director performed the duties of the director’s office in compliance with this section.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.14 Liability For Unlawful Distributions.
(a) A director who votes for or assents to a distribution made in violation of Section 35-3.14 of this
Code or the Articles of Incorporation is personally liable to the corporation for the amount of
the distribution that exceeds what could have been distributed without violating Section 35-3.14
of this Code or the Articles of Incorporation if it is established that the director did not perform
the director’s duties in compliance with Section 35-3.14.
(b) In any proceeding commenced under this section, a director has all of the defenses ordinarily
available to a director.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.15 Officers-Powers Authorized.
(a) The officers of a corporation shall consist of the president and secretary and such other officers
as may be prescribed by the Bylaws, each of whom shall be elected by the Board of Directors at
such time and in such manner as may be prescribed by the Bylaws.
(b) Such other officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors or chosen in such other manner as may be
prescribed by the Bylaws.
(c) If the Bylaws so provide, any 2 or more offices may be held by the same person.
(d) All officers and agents of the corporation, as between themselves and the corporation, shall
have such authority and perform such duties in the management of the property and affairs of
the corporation as may be provided in the Bylaws, or as may be determined by Resolution of the
Board of Directors not inconsistent with the Bylaws.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.16 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by a
majority vote of the Board of Directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so
removed.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.17 Same-Execution of Documents. Notwithstanding any contrary provision of law, an individual who
holds more than 1 office in a corporation may act in more than 1 capacity to execute, acknowledge, or verify
any instrument required to be executed, acknowledged, or verified by more than 1 officer.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.18 Books and Records; Requirements for Right to Examine and Make Extracts There from.
(a) Each corporation shall keep correct and complete books and records of account and shall also
keep minutes of the proceedings of its shareholders and Board of Directors; and shall keep at its
principal place of business or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number and class of
the shares held by each.
(b) Nothing herein contained shall impair the power of the court upon proof by a shareholder of
proper purpose, irrespective of the period of time during which such shareholder shall have been
a shareholder of record, and irrespective of the number of shares held by him, to compel by
mandamus or otherwise the production for examination by such shareholder of the books and
records of account, minutes, and record of shareholders.
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