(2) not vote such shares in favor of the proposed action.
(b) A shareholder who does not satisfy the requirements of subsection (a) of this section is not
entitled to payment for the shareholder’s shares under this chapter.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-7.05 Dissenters’ Notice.
(a) If proposed corporate action creating dissenters’ rights is authorized at a shareholders’ meeting,
the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the
requirements of Section 35-7.04 of this Code.
(b) The dissenters’ notice must be sent within 10 days after the effective date of the corporate
action, and must:
(1) State where the payment demand must be sent and where and when certificates for
shares must be deposited; and
(2) Set a date by which the corporation must receive the payment demand, which date may
not be fewer than 30 nor more than 60 days after the date the notice in subsection (a)
of this section is delivered.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-7.06 Duty to Demand Payment.
(a) A shareholder sent a dissenters’ notice must demand payment and deposit the shareholder’s
certificates in accordance with the terms of the notice.
(b) The shareholder who demands payment and deposits the shareholder’s share certificates under
subsection (a) of this section retains all other rights of a shareholder until the proposed
corporate action is affected.
(c) A shareholder who does not demand payment or deposit the shareholder’s share certificates
where required, each by the date set in the dissenters’ notice, is not entitled to payment for the
shareholder’s shares under this chapter.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-7.07 Payment.
(a) Within 30 days of the later of the effective date of the proposed corporate action, or the date
the payment demand is received, the corporation shall pay each dissenter who complied with
Section 35-7.06 of this Code the amount the corporation estimates to be the fair value of the
shareholder’s shares, plus accrued interest.
(b) The payment must be accompanied by:
(1) The corporation’s balance sheet as of the end of a fiscal year ending not more than 16
months before the date of payment, an income statement for that year, a statement of
changes in shareholders’ equity for that year, and the latest available interim financial
statements, if any;
(2) An explanation of how the corporation estimated the fair value of the shares;
(3) An explanation of how the interest was calculated; and
(4) A statement of the dissenter’s right to demand payment under Section 35-7.08 of this
Code.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-7.08 Procedure if Shareholder Dissatisfied With Payment or Offer.
(a) A dissenter may notify the corporation in writing of the dissenter’s own estimate of the fair value
of the dissenter’s shares and amount of interest due and demand payment of the dissenter’s
estimate, less any payment under Section 35-7.07 of this Code, and demand payment of the
dissenter’s estimate of the fair value of the dissenter’s shares and interest due, if:
(1) The dissenter believes that the amount paid under Section 35-7.07 of this Code is less
than the fair value of the dissenter’s shares or that the interest due is incorrectly
calculated;
(2) The corporation fails to make payment under Section 35-7.07 of this Code within 60
days after the date set for demanding payment; or
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Revised Spokane Law & Order Code, 5/14/2013