Section 36-15 Quorum
36-15.01 Quorum.
(a) The by-laws may provide the number or percentage of members entitled to vote represented in
person or by proxy, or the number or percentage of votes represented in person or by proxy,
which shall constitute a quorum at a meeting of members.
(b) In the absence of any such provisions, members having at least 1/10 of the votes entitled to be
cast by the members present or represented by proxy at a meeting at which a quorum is
present, shall be necessary for the adoption of any matter voted upon by the members, unless a
greater proportion is required by this Chapter, the articles of incorporation or the by-laws.
(c) Unless otherwise provided by the articles of incorporation or the by-laws, the members present
at a duly organized meeting may continue to do business until adjournment notwithstanding the
withdrawal of enough members to leave less than a quorum.
(d) 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.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-16 Board of Directors
36-16.01 Board of Directors.
(a) The affairs of a corporation shall be managed by a Board of Directors. Directors need not be
residents of the Reservation or members of the corporation unless the articles of incorporation
or the by-laws so require.
(b) The articles of incorporation or the by-laws may prescribe other qualifications for directors.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-17 Number, Election, Classification and Removal of Directors
36-17.01 Number, Election, Classification and Removal of Directors.
(a) The number of directors of a corporation shall be not less than 3.
(1) Subject to such limitation, the number of directors shall be fixed by the by-laws, except
as to the number of the first Board of Directors, which number shall be fixed by the
articles of incorporation.
(2) The number of directors may be increased or decreased from time to time by
amendment to the by-laws unless the articles of incorporation provide that a change in
the number of directors shall be made only by amendment of the articles of
incorporation.
(3) No decrease in number shall have the effect of shortening the term of any incumbent
director.
(4) In the absence of a by-law fixing the number of directors, the number shall be the same
as that stated in the articles of incorporation.
(b) The names and addresses of the members of the first Board of Directors shall be stated in the
articles of incorporation.
(1) Such persons shall hold office until the first annual election of directors or for such
period as may be specified in the articles of incorporation or the by-laws.
(2) Thereafter, directors shall be elected or appointed in the manner and for the terms
provided in the articles of incorporation or the by-laws.
(3) In the absence of a provision fixing the term of office, the term of office of a director
shall be 1 year.
(c) Directors may be divided into classes; the terms of office of the several classes need not be
uniform.
(1) Each director shall hold office for the term for which he is elected or appointed and until
his successor shall have been elected or appointed and qualified, exception the case of
ex officio directors.
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Revised Spokane Law & Order Code, 5/14/2013