(d) A director may be removed from office pursuant to any procedure therefore provided in the
articles of incorporation or the by-laws, and if none be provided, may be removed at a meeting
called expressly for that purpose, with or without cause, by such vote as would suffice for his
election.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-18 Vacancies
36-18.01 Vacancies.
(a) Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an
increase in the number of directors may be filled by the affirmative vote of a majority of the
then members of the Board of Directors, though less than a quorum of the board, unless the
articles of incorporation or the by-laws provide that a vacancy or directorship so created shall be
filled in some other manner, in which case such provision shall control.
(b) A director elected or appointed, as the case may be, to fill a vacancy shall be elected or
appointed for the unexpired term of his predecessor in office.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-19 Quorum of Directors
36-19.01 Quorum of Directors.
(a) A majority of the number of directors fixed by the by-laws, or in the absence of a by-law fixing
the number of directors, then of the number stated in the articles of incorporation shall
constitute a quorum for the transaction of business, unless otherwise provided in the articles of
incorporation, or the by-laws, but in no event shall a quorum consist of less than 1/3 of the
number of directors so stated or fixed.
(b) The act of the majority of the directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors, unless the act of a greater number is required by this
Chapter or by the articles of incorporation or by-laws.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-20 Committees
36-20.01 Committees.
(a) If the articles of incorporation or the by-laws provide, the Board of Directors, by Resolution
adopted by a majority of the directors in office, each of which shall consist of 2 or more
directors, which committees, to the extent provided in said Resolution, in the articles of
incorporation or in the by-laws of the corporation, shall have and exercise the authority of the
Board of Directors in the management of the corporation.
(b) Other committees not having the exercising the authority of the Board of Directors in the
management of the corporation may be designated and appointed by Resolution adopted by a
majority of the directors present at a meeting at which a quorum is present.
(c) The designation and appointment of any such committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any individual director, of any responsibility
imposed upon it or him by law.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-21 Place and Notice of Directors’ Meetings
36-21.01 Place and Notice of Directors' Meetings.
(a) Meetings of the Board of Directors, regular or special, may be held at such place within or
without the Reservation, and upon such notice as may be prescribed by the by-laws, or where
not inconsistent with the by-laws, by Resolution of the Board of Directors.
(b) A director's attendance at any meeting shall constitute a waiver of notice of such meeting,
excepting such attendance at a meeting by the director for the purpose of objecting to the
transaction of business because the meeting is not lawfully called or convened.
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Revised Spokane Law & Order Code, 5/14/2013