(4) Any provision limiting or denying to shareholders the preemptive right to acquire
additional shares of the corporation;
(5) Any provision limiting or denying to shareholders the right to cumulatively vote their
shares;
(6) Any provision regarding restrictions on alienation of stock by shareholders;
(7) Any provision, not inconsistent with law, which the incorporators elect to set forth in the
Articles of Incorporation for the regulation of the internal affairs of the corporation;
(8) The address, including street and number, if any, of its principal office, and the name of
its initial registered agent at such address;
(9) The number of directors constituting the initial Board of Directors and the names and
addresses, including street and number, if any, of the persons who are to serve as
directors until the first annual meeting of shareholders; or until their successors be
elected and qualified.
A. The minimum number of directors constituting the Board shall be 1;
(10) The name and address, including street and number, if any, of each incorporator.
(b) It shall not be necessary to set forth in the Articles of Incorporation any of the corporate powers
enumerated in this Code. Whenever a provision of the Articles of Incorporation is inconsistent
with a bylaw, the provision of the Articles of Incorporation shall be controlling.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-2.02 Effect of Issuance of Certificate of Incorporation. Upon the issuance of the certificate of
incorporation, the corporate existence shall begin, and such certificate of incorporation shall be conclusive
evidence that all conditions precedent required to be performed by the incorporators have been complied
with and that the corporation has been incorporated under this Code, except as against the Tribe in a
proceeding to cancel or revoke the certificate of incorporation.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-2.03 Organization Meeting of Directors. After the issuance of the certificate of incorporation, an
organizational meeting of the Board of Directors named in the Articles of Incorporation shall be held at the
call of a majority of the directors so named to complete the organization of the company by appointing
officers, adopting Bylaws, and carrying on any other business brought before the meeting.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-2.04 Bylaws.
(a) The power to make, alter, amend, or repeal the Bylaws of the corporation shall be vested in the
Board of Directors unless reserved to the shareholders by the Articles of Incorporation.
(b) The Bylaws may contain any provisions for the regulation and management of the affairs of the
corporation not inconsistent with this Code or the Articles of Incorporation.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
Section 35-3 Stock and Shareholders
35-3.01 Authorized Shares.
(a) The Articles of Incorporation must prescribe the classes of shares and the number of shares of
each class that the Corporation is authorized to issue.
(b) If more than 1 class of shares is authorized, the Articles of Incorporation must prescribe a
distinguishing designation for each class, and, prior to the issuance of shares of a class, the
preferences, limitations, voting powers, and relative rights of that class must be described in the
Articles of Incorporation.
(c) Preferences, limitations, voting powers, or relative rights of or on any class or series of shares or
the holders thereof may be made dependent upon facts ascertainable outside the Articles of
Incorporation, if the manner in which such facts shall operate on the preferences, limitations,
voting powers, or relative rights of such class or series of shares or the holders thereof is set
forth in the Articles of Incorporation.
(d) All shares of a class must have preferences, limitations, voting powers, and relative rights
identical with those of other shares of the same class.
309
Revised Spokane Law & Order Code, 5/14/2013