Alaska Stat. § 10.06.430 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.430
Books and records.
Status: in_force

(a) A corporation organized under this chapter shall keep correct and complete books and records of account, minutes of proceedings of its shareholders, board, and committees of the board, and a record of its shareholders, containing the names and addresses of all shareholders and the number and class of the shares held by each. The books and records of account, minutes, and the record of shareholders may be in written form or in any other form capable of being converted into written form within a reasonable time.

(b) A corporation organized under this chapter shall make its books and records of account, or certified copies of them, reasonably available for inspection and copying at the registered office or principal place of business in the state by a shareholder of the corporation. Shareholder inspection shall be upon written demand stating with reasonable particularity the purpose of the inspection. The inspection may be in person or by agent or attorney, at a reasonable time and for a proper purpose. Only books and records of account, minutes, and the record of shareholders directly connected to the stated purpose of the inspection may be inspected or copied.

(c) An officer or agent who, or a corporation that, refuses to allow a shareholder, or the agent or attorney of the shareholder, to examine and make copies from its books and records of account, minutes, and record of shareholders, for a proper purpose, is liable to the shareholder for a penalty in the amount of 10 percent of the value of the shares owned by the shareholder or $5,000, whichever is greater, in addition to other damages or remedy given the shareholder by law. It is a defense to an action for penalties under this section that the person suing has within two years sold or offered for sale a list of shareholders of the corporation or any other corporation or has aided or abetted a person in procuring a list of shareholders for this purpose, or has improperly used information secured through a prior examination of the books and records of account, minutes, or record of shareholders of the corporation or any other corporation, or was not acting in good faith or for a proper purpose in making the person's demand.

(d) Nothing in this chapter impairs the power of a court, upon proof by a shareholder of a demand properly made and for a proper purpose, to compel the production for examination by the shareholder of the books and records of account, minutes, and record of shareholders of a corporation.
Alaska Stat. § 10.13.800 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.800
Orders restricting additional financing assistance.
Status: in_force

(a) The department may issue an order directing a licensee to refrain from providing additional financing assistance to businesses if, in the opinion of the department, the order is necessary to protect the interests of the licensee or the public, and if, after notice and a hearing, the department determines that (1) the licensee or a controlling person, subsidiary, or affiliate of the licensee has violated this chapter or another applicable law;

(2) the licensee is conducting the licensee's business in an unsafe and unsound manner;

(3) the licensee is in a condition that makes it unsafe or unsound for the licensee to transact business;

(4) the licensee has ceased to transact business as a BIDCO;

(5) the licensee is insolvent;

(6) the licensee has suspended payment of the licensee's obligations, has made an assignment for the benefit of the licensee's creditors, or has admitted in writing the licensee's inability to pay the licensee's debts as the debts become due;

(7) the licensee has applied for an adjudication of bankruptcy, reorganization, arrangement, or other relief under a bankruptcy, reorganization, insolvency, or moratorium law, an involuntary petition in bankruptcy against the person has not been dismissed in 90 days, or a person has applied for the relief under the law against a licensee and the relief has been granted or the licensee has by an affirmative act approved of or consented to the action; or

(8) a fact or condition exists that would have been grounds for denying the licensee a license if the fact or condition had existed when the licensee applied for the license.

(b) If the department determines that a factor in (a) of this section is true with respect to a licensee and that it is necessary for the protection of the interests of the licensee or the public that the department immediately prevent the licensee from providing additional financing assistance to businesses, the department may issue the order without a hearing.

(c) If the department consents, a licensee that has been the subject of an order under (a) or (b) of this section may resume providing financing assistance to businesses under the conditions that the department prescribes.

(d) A person to whom an order is issued under (a) or (b) of this section may apply to the department to modify or rescind the order. The department may not grant the application unless the department determines that it is in the interest of the public to do so and that it is reasonable to believe that the person will comply with this chapter.
Alaska Stat. § 10.20.285 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.285
Other transactions.
Status: in_force

Under AS 10.55 (Alaska Entity Transactions Act), a corporation may enter into mergers, interest exchanges, conversions, and domestications that are not covered by AS 10.20.216  10.20.280.
Alaska Stat. § 10.55.701 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.701
Consistency of application.
Status: in_force

In applying and construing this chapter, consideration shall be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
Alaska Stat. § 10.55.405 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.405
Statement of conversion; effective date.
Status: in_force

(a) A statement of conversion shall be signed on behalf of the converting entity and filed with the department.

(b) A statement of conversion must contain (1) the name, jurisdiction of organization, and type of the converting entity;

(2) the name, jurisdiction of organization, and type of the converted entity;

(3) if the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;

(4) if the converting entity is a (A) domestic entity, a statement that the plan of conversion was approved in accordance with AS 10.55.401  10.55.406; or

(B) foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;

(5) if the converted entity is a domestic filing entity, the text of the converted entity's public organic document, as an attachment;

(6) if the converted entity is a domestic limited liability partnership, the text of the converted entity's statement of qualification, as an attachment; and

(7) if the converted entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the department may send any process served on the commissioner under AS 10.55.406 (e).

(c) In addition to the requirements of (b) of this section, a statement of conversion may contain any other provision not prohibited by law.

(d) If the converted entity is a domestic entity, the converted entity's public organic document, if any, must satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.

(e) A plan of conversion that is signed on behalf of a domestic converting entity and meets all of the requirements of (b) of this section may be filed with the department instead of a statement of conversion and, on filing, has the same effect as a statement of conversion. If a plan of conversion is filed as provided in this subsection, references in this chapter to a statement of conversion refer to the plan of conversion filed under this subsection.

(f) A statement of conversion becomes effective on the date and time of filing or the later date and time specified in the statement of conversion under (b)(3) of this section.
Alaska Stat. § 10.20.660 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.660
Disclosure of interrogatories, answers, and information.
Status: in_force

Interrogatories and answers are not open to public inspection and the commissioner may not disclose facts or information obtained from the interrogatories except as an official duty of the commissioner requires or if the interrogatories or the answers are required for evidence in criminal proceedings or other action by the state.
Alaska Stat. § 10.20.176 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.176
Procedure to amend articles of incorporation.
Status: in_force

(a) Amendments to the articles of incorporation shall be made in the manner set out in this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting out the proposed amendment or a summary of the changes shall be given to each member entitled to vote within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

(c) If there are no members, or no members entitled to vote, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(d) Any number of amendments may be submitted and voted upon at any one meeting.
Alaska Stat. § 10.06.460 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.460
Removal of director without cause.
Status: in_force

(a) At a regular or special meeting for which notice is given under AS 10.06.410 and this section, any or all of the directors may be removed without reason if the removal is approved by the outstanding shares, subject to the following: (1) in the case of a corporation with 500 or more holders of record entitled to vote on the removal and election of directors, as determined under AS 10.06.408 , written or printed notice of intention to seek removal under this section shall be delivered either personally or by mail to each shareholder of record entitled to vote at the meeting and if notice of intention to seek removal under this section is (A) delivered to the president or secretary of the corporation at least 75 days before the date of the annual meeting it shall be included on the notice stating the place, day, and hour of the annual meeting without cost to the shareholder seeking removal; or

(B) not timely under (A) of this paragraph the shareholder seeking removal may, at the expense of that shareholder, deliver either personally or by mail the notice required by (1) of this subsection at any time up to 20 days before the date set for the annual meeting; if mailed, notice is considered delivered when deposited with postage prepaid in the United States mail addressed to the shareholder at the address appearing on the stock transfer books of the corporation;

(2) unless cumulative voting rights under AS 10.06.420 (d) have been eliminated by the articles of incorporation, a director may not be removed, unless the entire board is removed, if the votes cast against removal would be sufficient to elect a director if voted cumulatively at an election at which the same total number of votes were cast; and

(3) if by provision in the articles of incorporation the holders of the shares of a class or series, voting as a class or series, are entitled to elect one or more directors, a director elected in that manner may be removed only by the applicable vote of the holders of the shares of that class or series.

(b) Except as provided in this section and AS 10.06.458 , 10.06.463, and 10.06.465(c), a director may not be removed before the expiration of the term of office of the director.
Alaska Stat. § 10.10.180 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.180
Dissolution of corporation.
Status: in_force

The corporation may upon the affirmative vote of two-thirds of the votes to which the stockholders are entitled and two-thirds of the votes to which the members are entitled dissolve the corporation. Upon dissolution of the corporation, none of the corporation's assets shall be distributed to the stockholders until all sums due the members of the corporation as creditors of the corporation have been paid in full.
Alaska Stat. § 10.06.670 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.670
Distribution in money, property, or securities; installments.
Status: in_force

Distribution of assets may be made in money, in property, or in securities and either in installments or as a whole, if the distribution is done fairly and ratably and in conformity with the articles of incorporation and the rights of the shareholders, and shall be made as soon as reasonably consistent with the beneficial liquidation of the corporate assets.
Alaska Stat. § 10.06.785 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.785
Filing of application for withdrawal.
Status: in_force

An original and an exact copy of an application for withdrawal shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of withdrawal.
Alaska Stat. § 10.06.463 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.463
Removal of director by superior court.
Status: in_force

The superior court may, at the suit of the board or the shareholders holding at least 10 percent of the number of outstanding shares of any class, remove from office a director for fraudulent or dishonest acts, gross neglect of duty, or gross abuse of authority or discretion with reference to the corporation and may bar from reelection a director removed in that manner for a period prescribed by the court. The corporation shall be made a party to the suit.
Alaska Stat. § 10.20.685 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.685
Greater voting or concurrence requirements.
Status: in_force

When, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provisions of the articles of incorporation or bylaws control.
Alaska Stat. § 10.06.843 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.843
Other filing fees.
Status: in_force

(a) The filing fee for a document not otherwise provided in this chapter shall be established by the department by regulation.

(b) The department may by regulation charge a corporation subject to this chapter a fixed fee in place of the fees specified in this chapter, and for routine administrative services rendered to a corporation by the department.

(c) Notwithstanding (b) of this section fees required under AS 10.06.140 and AS 10.06.828 are not included in a fixed fee.
Alaska Stat. § 10.20.280 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.280
Sale, lease, exchange, mortgage, or other disposition of assets.
Status: in_force

(a) A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the manner set out in this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge, or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, the terms and conditions thereof and the consideration to be received by the corporation therefor. This authorization shall require at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. After authorization by a vote of members, the board of directors may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under related contracts, without further action or approval by members.

(c) If there are no members, or no members entitled to vote, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.
Alaska Stat. § 10.10.130 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.130
Earned surplus.
Status: in_force

Each year the corporation shall set apart as earned surplus not less than 10 percent of its net earnings for the preceding fiscal year until the surplus equals one half of the amount paid in on the capital stock then outstanding. Whenever the amount of the surplus is less than the required amount, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for reserves the directors consider desirable, and the determination of the directors made in good faith shall be conclusive on all persons.
Alaska Stat. § 10.06.870 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.870
Identification codes.
Status: in_force

The commissioner shall establish and adopt a coded list of business activities and shall make the list available to the public.
Alaska Stat. § 10.13.670 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.670
Exemptions.
Status: in_force

(a) If the department finds that the exemption is in the public interest and that the regulation of the person or transaction is not necessary for the purposes of this chapter, the department may exempt a person or transaction from AS 10.13.630  10.13.660 for the purposes of a particular transaction.

(b) The exemption may be unconditional or upon specified terms and conditions and for specified periods.

Article 7. Enforcement.
Alaska Stat. § 10.06.605 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.605
Voluntary dissolution by vote or written consent of shares, or by approval of the board.
Status: in_force

(a) A corporation may elect voluntarily to wind up and dissolve by (1) the vote of shareholders taken at a special or annual meeting with notice under AS 10.06.410 to each shareholder entitled to vote at the meeting and stating that the purpose, or one of the purposes, of the meeting is to consider approval of voluntary dissolution of the corporation; at the meeting the election to voluntarily dissolve is adopted upon receiving the affirmative votes of two-thirds or more of the shares of the corporation entitled to vote, unless any class of shares is entitled to vote as a class, in which case the election is adopted upon receiving the affirmative vote of two-thirds or more of the shares of each class entitled to vote as a class and of two-thirds or more of the shares entitled to vote; or

(2) written consent of the shares taken without a meeting under AS 10.06.423 .

(b) A corporation may elect by approval of the board to wind up and dissolve if the corporation has (1) been adjudicated bankrupt;

(2) disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution to dissolve the corporation; or

(3) issued no shares.
Alaska Stat. § 10.06.556 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.556
Procedure for merger of subsidiary corporation.
Status: in_force

(a) The board of a proposed surviving corporation shall, by resolution, approve a plan of merger setting out (1) the name of the subsidiary corporation and the name of the corporation owning at least 90 percent of its shares;

(2) subject to AS 10.06.542 , the manner and basis of converting the shares of the subsidiary corporation into shares, obligations, or other securities of the surviving or other corporation or, in whole or in part, into cash or other property.

(b) A copy of a plan of merger shall be mailed to each shareholder of record of the subsidiary corporation.

(c) Articles of merger shall be executed by the surviving corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out the (1) plan of merger;

(2) number of outstanding shares of each class of the subsidiary corporation and the number of those shares of each class owned by the surviving corporation; and

(3) date of the mailing to shareholders of the subsidiary corporation of the plan of merger.
Alaska Stat. § 10.50.340 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.340
Distribution in kind.
Status: in_force

(a) Unless otherwise provided in an operating agreement of the company, a member, regardless of the nature of the member's contribution, may not demand and receive a distribution from a limited liability company in a form other than cash.

(b) Unless otherwise provided in an operating agreement of the company, a limited liability company may not compel a member of the company to accept from the company a distribution of a company asset in a form other than cash to the extent that the percentage of the asset distributed to the member exceeds the percentage that the member would have shared in a cash distribution equal to the value of the asset at the time of distribution.
Alaska Stat. § 10.10.220 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.220
Short title.
Status: in_force

This chapter may be cited as the Business and Industrial Development Corporation Act.
Alaska Stat. § 10.25.200 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.200
Officers, agents, and employees.
Status: in_force

The officers of a cooperative are those officers authorized by the bylaws. The officers shall be elected annually by the board of directors from among its members. If authorized by the bylaws, the election may be conducted by written ballot. When a person holding an office ceases to be a director, that person ceases to hold office. The board of directors may appoint those other agents or employees that it considers necessary or advisable and shall prescribe their powers and duties. An officer may be removed from office and a successor elected in the manner prescribed in the bylaws.
Alaska Stat. § 10.15.345 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.345
Effect of certificate of incorporation.
Status: in_force

Upon the issuance of the certificate of incorporation, the corporate existence begins, and the certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the cooperative has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the cooperative.
Alaska Stat. § 10.50.635 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.635
Registered office and registered agent of foreign company.
Status: in_force

A foreign limited liability company registered under this chapter shall have and continuously maintain in the state a registered (1) office that may be, but need not be, the same as its office in this state; and

(2) agent, who may be either an individual resident in this state whose business office is identical to the registered office, a corporation organized under AS 10.06 , or a foreign corporation authorized to transact business in this state, that has a business office identical to the registered office.
Alaska Stat. § 10.20.061 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.061
Meetings of members.
Status: in_force

(a) Meetings of members may be held at a place, either inside or outside the state, which may be provided in the bylaws. In the absence of such a provision, all meetings shall be held at the registered office of the corporation in the state.

(b) An annual meeting of the members shall be held at a time provided in the bylaws. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the corporation.

(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers, persons or number or proportion of members as may be provided in the articles of incorporation or bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at the meeting.
Alaska Stat. § 10.50.315 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.315
Additional restrictions in articles or agreement.
Status: in_force

Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a company's own limited liability company interests by provision in the articles of organization or operating agreement of the limited liability company or in another agreement entered into by the company.
Alaska Stat. § 10.15.570 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.570
Declaration of public policy that cooperatives are not in restraint of trade.
Status: in_force

It is the public policy of the state to encourage the efficient production and distribution of agricultural and other products derived from its natural resources or labor resources. Accordingly, a cooperative that operates in compliance with the provisions of this chapter and that does not, during its fiscal year, market products for nonmember patrons in an amount greater in value than the products marketed for its members is not a conspiracy or combination in restraint of trade, or an illegal monopoly. The contracts of a cooperative authorized by this chapter, whether or not required by the cooperative as a condition of membership or of doing business with the cooperative, may not be construed as an unlawful restraint of trade, or as part of a conspiracy or combination to accomplish an improper or illegal purpose or act.
Alaska Stat. § 10.15.340 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.340
Filing of articles.
Status: in_force

(a) Upon finding that the articles conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) stamp on each duplicate original the word filed and the date of the filing;

(2) file one duplicate original in the commissioner's office;

(3) issue a certificate of incorporation and affix the other duplicate original to the certificate.

(b) The certificate of incorporation together with the duplicate original affixed to it by the commissioner shall be returned to the incorporators or their representative.
Alaska Stat. § 10.50.065 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.065
Service on company.
Status: in_force

(a) The registered agent of a limited liability company is an agent upon whom process, notice, or demand required or permitted by law to be served upon the company may be served.

(b) If a limited liability company fails to appoint or maintain a registered agent in this state, or if its registered agent cannot, with reasonable diligence, be found at the registered office, the commissioner is an agent of the company upon whom the process, notice, or demand may be served. A person may serve the commissioner under this subsection by (1) serving on the commissioner or the designee of the commissioner a copy of the process, notice, or demand, with any papers required by law to be delivered in connection with the service, and a fee established by the department by regulation;

(2) sending to the company being served by certified mail a notice that service has been made on the commissioner under this subsection and a copy of the process, notice, or demand and accompanying papers; notice to the company shall be sent to (A) the address of the last registered office of the company as shown by the records on file in the department; and

(B) the address, the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and

(3) filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings that this section has been complied with.

(c) The commissioner shall keep a record of processes, notices, and demands served upon the commissioner under this section.

(d) This section does not affect the right to serve process, notice, or demand required or permitted by law to be served upon a company in any other manner permitted.

Article 3. Organization and Operating Agreement.
Alaska Stat. § 10.25.110 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.110
Quorum requirements.
Status: in_force

(a) Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative or the members of a district of a cooperative having not more than 1,000 members is five percent of all members, and a quorum for the transaction of business of the members of a cooperative or the members of a district of a cooperative having more than 1,000 members is 50 members. If less than a quorum is present, or considered present under (c) of this section, at a meeting, a majority of those present, or considered present under (c) of this section, may adjourn the meeting from time to time without further notice.

(b) Unless the bylaws prescribe the presence of a greater percentage of the district delegates for a quorum, a quorum for the transaction of business at all meetings of the district delegates of a cooperative is 25 percent of all district delegates.

(c) Unless prohibited by the articles or bylaws, a member or delegate who votes on a matter by electronic communication received or mail postmarked before a meeting begins is considered to have attended the meeting for the matter on which the member or delegate voted.
Alaska Stat. § 10.06.475 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.475
Alternative meeting arrangements; informal action by directors.
Status: in_force

(a) Unless prohibited by the articles or bylaws of the corporation, the board of a corporation or a committee designated by the board can validly conduct a meeting by communicating simultaneously with each other by means of conference telephones or similar communications equipment.

(b) Unless prohibited by the articles or bylaws of the corporation, action required or permitted to be taken by the board or a committee designated by the board may be taken without a meeting on written consents, identical in content, setting out the action taken and signed by all the members of the board or the committee. The written consents shall be filed with the minutes. The consents have the same effect as a unanimous vote.
Alaska Stat. § 10.20.360 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.360
Action by members for liquidation.
Status: in_force

In an action by a member, the superior court may liquidate the assets and business of a corporation when it is established that (1) the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is being suffered or is threatened by reason of the deadlock;

(2) the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent;

(3) the members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or

(4) the corporate assets are being misapplied or wasted.
Alaska Stat. § 10.55.108 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.108
Alternative means of approval of transactions.
Status: in_force

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval of the transaction.
Alaska Stat. § 10.06.613 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.613
Effective date of revocation and effect of revocation.
Status: in_force

Revocation of a voluntary dissolution proceeding is effective upon compliance with AS 10.06.610 and the corporation may again carry on its business.
Alaska Stat. § 10.06.208 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.208
Articles of incorporation.
Status: in_force

The articles of incorporation must set out (1) the name of the corporation;

(2) the purpose or purposes for which the corporation is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under this chapter;

(3) if incorporation is after March 24, 1982, the address of its initial registered office and the name of its initial registered agent;

(4) the name and address of each alien affiliate or a statement that there are no alien affiliates;

(5) if the corporation is authorized to issue only one class of shares, the total number of shares that the corporation is authorized to issue;

(6) if the corporation is authorized to issue more than one class of shares, or if a class of shares is to have two or more series, (A) the total number of shares of each class the corporation is authorized to issue, and the total number of shares of each series that the corporation is authorized to issue or of which the board is authorized to fix the number of shares;

(B) the designation of each class, and the designation of each series or that the board may determine the designation of any series; and

(C) the rights, preferences, privileges, and restrictions granted to or imposed on the respective classes or series of shares or the holders of the shares, or that the board, within any limits and restrictions stated, may determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on a wholly unissued class of shares or a wholly unissued series of any class of shares.
Alaska Stat. § 10.13.270 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.270
Control of business providing financing assistance and management assistance.
Status: in_force

With the approval of the department, a licensee may acquire and hold control of another business that is engaged only in the business of providing financing assistance and management assistance to businesses.
Alaska Stat. § 10.50.210 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.210
Effect of death or incompetency on membership.
Status: in_force

Unless otherwise provided in an operating agreement or by the written consent of all of the members at the time, the membership of a member of a limited liability company who is an individual terminates if the member dies, or if a court of competent jurisdiction enters an order adjudicating the member incompetent to manage the member's person or property.
Alaska Stat. § 10.15.565 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.565
Failure to approve document.
Status: in_force

If the department fails to approve articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved before the document is filed, the procedure and remedies are those specified in AS 10.06 (Alaska Corporations Code) as to business corporations.
Alaska Stat. § 10.50.830 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.830
Disapproval of writing by department; appeal.
Status: in_force

If the department fails to approve articles of organization, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved by the department, the department shall, within 10 days after the delivery of the document to the department, give written notice of disapproval to the person, limited liability company, or foreign limited liability company, delivering the document, and specifying the reasons for disapproval. The person or company may appeal the disapproval to the superior court.
Alaska Stat. § 10.06.015 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.015
Defense of ultra vires.
Status: in_force

(a) An act of a corporation or a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or to make or receive the transfer, but the lack of capacity or power may be asserted (1) in an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or personal property by or to the corporation; if the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under a contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action, set aside and enjoin the performance of the contract, and in so doing may allow to the corporation or to the other parties to the contract, compensation as may be equitable for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of the contract; however, anticipated profits to be derived from the contract may not be awarded by the court as a loss or damage sustained;

(2) in an action by or in the right of the corporation to obtain a judgment in its favor against an incumbent or former officer, director, or incorporator of the corporation for loss or damage due to that individual's unauthorized act;

(3) in an action or special proceeding by the commissioner to annul or dissolve the corporation or to enjoin it from the doing of unauthorized business.

(b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by foreign corporations of real property situated in this state.
Alaska Stat. § 10.50.640 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.640
Service on foreign company.
Status: in_force

The registered agent appointed by a foreign limited liability company registered under this chapter shall be an agent of the company upon whom process, notice, or demand required or permitted by law to be served upon the company may be served.
Alaska Stat. § 10.06.955 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.955
Application to existing corporations.
Status: in_force

(a) This chapter applies to a domestic corporation organized under former AS 10.05 (the Alaska Business Corporation Act), and to the extent provided in AS 10.06.010 , 10.06.020, 10.06.233, 10.06.433(g), 10.06.435, 10.06.450(d), and 10.06.705  10.06.870 to a foreign corporation authorized to do or doing business in this state.

(b) The existence of a corporation formed or existing on the date of enactment of this chapter is not affected by the enactment of this chapter or by any change in the requirements for the formation of corporations.
Alaska Stat. § 10.20.625 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.625
Contents of biennial report.
Status: in_force

The biennial report must set out (1) the name of the corporation and the state or country where it is incorporated;

(2) the address of the registered office of the corporation in the state, and the name of its registered agent in the state at that address, and, in the case of a foreign corporation, the address of its principal office in the state or country where it is incorporated;

(3) a brief statement of the character of the business in which the corporation is engaged in the state;

(4) the names and addresses of the directors and officers of the corporation;

(5) the real and personal property assets of the corporation.
Alaska Stat. § 10.13.920 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.920
Department authority regarding conflicts of interest.
Status: in_force

The provisions of this chapter relating to conflicts of interest do not limit the authority of the department to determine that an act involves a conflict of interest and is therefore an unsafe or unsound act.
Alaska Stat. § 10.06.740 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.740
Status of foreign corporation.
Status: in_force

A foreign corporation that has received a certificate of authority enjoys, until a certificate of revocation or of withdrawal has been issued as provided in this chapter, the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set out in the application under which the certificate of authority is issued and, except as otherwise provided in this chapter, is subject to the duties, restrictions, penalties, and liabilities now or hereafter imposed upon a domestic corporation of like character.
Alaska Stat. § 10.15.555 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.555
Miscellaneous fees and charges.
Status: in_force

(a) The department shall establish by regulation and charge and collect from a cooperative fees for filing (1) articles of incorporation or articles of consolidation for a new cooperative;

(2) articles of amendment, restated articles, or articles of merger;

(3) statement of intent to dissolve;

(4) statement of revocation of voluntary dissolution proceedings;

(5) articles of dissolution;

(6) all other statements.

(b) The department may by regulation charge each cooperative corporation subject to this chapter a fixed fee in place of charging cooperative corporations the various fees specified in this chapter and for routine administrative services rendered to the cooperative corporation by the department. Fixed fees established under this subsection must be based on the department's actual cost of administering the activity or service for which the fee is charged.
Alaska Stat. § 10.15.140 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.140
Qualifications and membership of board of directors.
Status: in_force

(a) The board of directors shall manage the business and affairs of a cooperative. Each director shall be a member or a representative of a member who is not a natural person. Unless the bylaws otherwise provide, directors need not be residents of this state. The bylaws may prescribe other qualifications for directors and may provide that directors be from specified state districts.

(b) The board of directors shall consist of at least three members. The number of directors shall be fixed or determined by the bylaws, except that the number constituting the initial board shall be fixed by the articles.
Alaska Stat. § 10.13.540 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.540
Service of process.
Status: in_force

If the department is authorized to make service of process in connection with a noncriminal administrative proceeding under this chapter, the department may make the service by registered or certified mail.
Alaska Stat. § 10.15.265 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.265
Relief against breach or threatened breach of contract and penalty for interference.
Status: in_force

(a) In the event of a breach or threatened breach of a cooperative contract authorized by this chapter, the cooperative is entitled to an injunction to prevent the breach or a further breach, and to a decree of specific performance of the contract. Upon filing of a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the cooperative is entitled to a temporary restraining order.

(b) A person who, with knowledge that a contract exists, induces or attempts to induce a member to breach the contract with the cooperative, or who in any manner aids a breach of the contract, is liable to the cooperative for damages caused by the interference. The cooperative is also entitled to an injunction to prevent any interference or further interference with the contract.
Alaska Stat. § 10.55.702 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.702
Relation to Electronic Signatures in Global and National Commerce Act.
Status: in_force

This chapter modifies, limits, and supersedes 15 U.S.C. 7001  7031 (Electronic Signatures in Global and National Commerce Act), but does not modify, limit, or supersede 15 U.S.C. 7001(c), or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).
Alaska Stat. § 10.25.125 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.125
Record date.
Status: in_force

To determine the members entitled to notice of a meeting of the members or to vote on a matter that is to be submitted to a vote of the members, or for any other proper purpose, the board of directors may fix a date that occurs not more than 30 days before the date of notice or distribution of mail or electronic ballots as the record date for the determination. If a record date is not fixed for the determination of members entitled to notice of a meeting or to vote on a matter, the date on which notice of the meeting or of mail or electronic voting is first distributed is the record date. When a determination of members entitled to vote at a meeting is made, the determination applies until the meeting is adjourned sine die.
Alaska Stat. § 10.13.430 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.430
Merger.
Status: in_force

A licensee may not merge with another corporation unless the merger is approved by the department, and, if the licensee is not the surviving corporation, the surviving corporation is a licensee.
Alaska Stat. § 10.06.725 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.725
Change of name by foreign corporation.
Status: in_force

If a foreign corporation authorized to transact business in this state changes its name to one under which a certificate of authority would not be granted to it, the certificate of authority of the corporation is suspended and it may not transact business in this state until it has changed its name to a name available to it under the laws of this state.
Alaska Stat. § 10.15.125 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.125
Districts and district meetings.
Status: in_force

A cooperative may provide in its bylaws (1) for the formation of districts, and the holding of member meetings by districts and the holding of elections of directors at district meetings; and (2) that delegates may be elected at district meetings to represent their districts in annual and special meetings of the members. Notice of district meetings shall be given in the same manner as prescribed in AS 10.15.120 for member meetings.
Alaska Stat. § 10.15.020 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.020
Membership.
Status: in_force

(a) Membership in a cooperative is conditioned on ownership of a share of membership stock or payment of a membership fee as set forth in the articles. However, the bylaws of a cooperative may authorize membership conditioned upon payment of part of the membership fee or payment for part of the membership stock subscribed for and compliance with an agreement to pay the balance.

(b) The bylaws of the cooperative shall set forth the qualifications for membership and method of acceptance of members; however, the bylaws may not deny membership privileges or votes to any owner or holder of a producer's certificate of equity if they own or hold payable or past due certificates of $2,500 or more.

(c) Bylaws may provide for termination of membership and the conditions and terms of termination.
Alaska Stat. § 10.20.191 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.191
Effect of certificate of amendment.
Status: in_force

(a) Upon the issuance of the certificate of amendment by the commissioner, the amendment becomes effective and the articles of incorporation are considered amended accordingly.

(b) An amendment does not affect an existing cause of action in favor of or against the corporation, or a pending suit to which the corporation is a party, or the existing rights of persons other than members. In the event the corporate name is changed by amendment, a suit brought by or against the corporation under its former name does not abate for that reason.
Alaska Stat. § 10.15.135 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.135
Quorum of members.
Status: in_force

Ten percent of voting members, in person or by proxy, if district delegates, constitute a quorum for an annual or special meeting unless the bylaws provide for a greater number.
Alaska Stat. § 10.50.880 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.880
Disclosure of information.
Status: in_force

The members of a limited liability company, if the articles of organization do not provide that the company is managed by a manager, or the manager of the company, if the articles of organization provide that the company is managed by a manager, shall provide, to the extent just and reasonable under the circumstances, true and full information of all matters that affect the members of a company to a member or to the legal representative of a deceased member or a member under a legal disability.
Alaska Stat. § 10.10.110 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.110
Amendment of articles.
Status: in_force

(a) The articles of incorporation may be amended by the vote of the stockholders and the members of the corporation, voting separately by classes. Amendments must be approved by the affirmative vote of two-thirds of the votes to which the stockholders are entitled and two-thirds of the votes to which the members are entitled. An amendment of the articles of incorporation may not be made which is inconsistent with the general purposes expressed in this chapter or which authorizes an additional class of capital stock to be issued, or which eliminates or curtails the right of the commissioner of administration to examine the corporation or the obligation of the corporation to make reports as provided in AS 10.10.150 . An amendment of the articles of incorporation which increases the obligation of a member to make loans to the corporation, or makes a change in the principal amount, interest rate, maturity date, or in the security or credit position of an outstanding loan of a member to the corporation, or affects a member's right to withdraw from membership as provided in this chapter, or affects a member's voting rights as provided in this chapter, may not be made without the consent of each member affected by the amendment.

(b) Within 30 days after a meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting out the amendment and adoption of the amendment, shall be submitted in duplicate originals to the commissioner who shall examine them, and upon finding that they conform to the requirements of this chapter, shall (1) endorse on each duplicate original the word filed, and the date of the filing;

(2) file one duplicate original in the commissioner's office;

(3) issue a certificate of amendment and affix the other duplicate original to it;

(4) return to the corporation or its representative the certificate of amendment, together with the duplicate articles of amendment affixed.

(c) Upon the issuance of a certificate of amendment by the commissioner, the amendment becomes effective.
Alaska Stat. § 10.06.825 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.825
Penalty imposed upon officers and directors.
Status: in_force

An officer or director of a domestic or foreign corporation who signs articles, or a statement, report, application, or other document filed with the commissioner that is known to the officer or director to be false in a material respect, is guilty of a class A misdemeanor.
Alaska Stat. § 10.15.240 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.240
Recording procedure.
Status: in_force

The recorder shall number consecutively and record each contract, and shall record alphabetically in a book to be kept for that purpose the name of each party to the contract and enter opposite that name the record number of the contract and its effective date as to that party. The record book shall be available for public inspection.
Alaska Stat. § 10.50.380 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.380
Rights of judgment creditors.
Status: in_force

(a) If a judgment creditor of a limited liability company member applies to a court of competent jurisdiction, the court may charge the member's limited liability company interest for payment of the unsatisfied amount of the judgment.

(b) To the extent a limited liability company interest is charged under (a) of this section, the judgment creditor has only the rights of an assignee of the member's interest.

(c) This section provides the exclusive remedy that a judgment creditor of a member or a member's assignee may use to satisfy a judgment out of the judgment debtor's interest in the limited liability company. Other legal or equitable remedies, including foreclosure on the member's limited liability company interest and a court order for directions, accounts, and inquiries that the debtor member might have made, are not available to the judgment creditor attempting to satisfy a judgment out of the judgment debtor's interest in the limited liability company and may not be ordered by a court.

(d) This section does not deprive a member of the benefit of an exemption applicable to the member's membership interest.

(e) This section applies to limited liability companies with only one member as well as to limited liability companies with more than one member.
Alaska Stat. § 10.06.858 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.858
Accounting for and deposit of taxes and fees paid.
Status: reserved

(a) All fees and taxes paid under this chapter shall be accounted for and deposited in the general fund.

(b) [Repealed, § 28 ch 90 SLA 1991.]
Alaska Stat. § 10.15.285 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.285
Manner of apportionment and distribution.
Status: in_force

(a) Apportionment and distribution of net proceeds or savings or net losses may be separately determined for and be based upon patronage of single or multiple pools, particular departments of the cooperative, or as to particular commodities, supplies or services, or upon classification of patronage according to the type of patronage.

(b) A cooperative may provide in its bylaws the minimum amount of a single patronage transaction to be taken into account for the purpose of participation in allocation and distribution of net proceeds or savings or net losses under AS 10.15.275  10.15.290.
Alaska Stat. § 10.20.515 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.515
Change of registered office or registered agent of foreign corporation.
Status: in_force

A foreign corporation authorized to transact business in the state may change its registered office or change its registered agent, or both, upon filing with the department a statement setting out (1) the name of the corporation;

(2) the address of its registered office;

(3) if the address of its registered office is to be changed, the address of the proposed office;

(4) the name of its registered agent;

(5) if its registered agent is to be changed, the name of its successor registered agent;

(6) that the address of its registered office and the address of the business office or its registered agent, as changed, will be identical;

(7) that the change is authorized by resolution adopted by the board of directors.
Alaska Stat. § 10.20.290 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.290
Voluntary dissolution.
Status: in_force

(a) A corporation may dissolve and wind up its affairs in the manner set out in (b) and (c) of this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

(c) If there are no members, or no members entitled to vote, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

(d) Upon the adoption of a resolution by the members, or by the board of directors if there are no members or no members entitled to vote, the corporation shall cease to conduct its affairs except as may be necessary to wind them up, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.

(e) Following the adoption of a resolution to dissolve, a copy of it executed by the corporation's president or vice-president and a secretary or assistant secretary shall be immediately filed with the commissioner. The resolution must state the number of members and the number of directors voting for and against it.

(f) A corporation, which has filed a resolution of voluntary dissolution, which has not concluded its affairs and received a certificate of dissolution, within two years after the date of filing the resolution, shall be involuntarily dissolved by the commissioner.
Alaska Stat. § 10.13.260 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.260
Control of assisted business.
Status: in_force

(a) A licensee that has provided financing assistance to a business may acquire and hold control of the business to the extent it becomes necessary to protect the licensee's interest as a creditor of, or investor in, the business.

(b) Unless the department approves a longer period, a licensee holding control of a business under this section shall divest itself of the control as soon as practicable, or within five years after acquiring the interest, whichever is sooner.

(c) Within 30 days after a licensee exercises its authority to acquire and hold control of a business under this section, the licensee shall notify the department of the action. The notification must include the reasons why it is necessary for the licensee to acquire and hold control of the business and the length of time the licensee anticipates that it may be necessary to hold control of the business.
Alaska Stat. § 10.25.840 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.840
Definitions.
Status: in_force

In this chapter, (1) commissioner means the commissioner of commerce, community, and economic development;

(2) cooperative means a corporation organized under this chapter or that becomes subject to this chapter in the manner provided in this chapter;

(3) person means a natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision, or an agency of the state or political subdivision, or a body politic;

(4) presiding officer means the presiding officer of the board of directors of the cooperative;

(5) related telecommunications service means (A) the transmission and reception of messages, impressions, pictures, and signals by means of electricity, electromagnetic waves, or any other source of energy, force variations, or impulses, whether conveyed by cable, wire, radiated through space, or transmitted through other media; or

(B) a service capable of electronically generating, acquiring, storing, transforming, processing, retrieving, utilizing, or making available information, through the use of broadband Internet access, data center services, information technology, or other technology services;

(6) telephone service means communication service whereby voice communication through the use of electricity is the principal intended use, and includes all telephone lines, facilities, or systems used in the rendition of this service.
Alaska Stat. § 10.25.470 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.470
Change of registered office or registered agent.
Status: in_force

A cooperative may change its registered office or change its registered agent, or both, upon filing in the office of the commissioner a statement setting forth (1) the name of the cooperative;

(2) the address of its registered office;

(3) if the address of its registered office is changed, the address of the new registered office;

(4) the name of the registered agent;

(5) if its registered agent is changed, the name of its new registered agent;

(6) that the address of its registered office and the address of the business office and its registered agent, as changed, will be identical;

(7) that such change was authorized by resolution adopted by its board of directors.
Alaska Stat. § 10.15.200 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.200
Procedural requisites in action brought in right of cooperative by member or shareholder.
Status: in_force

(a) An action may not be instituted or maintained in the right of a cooperative by a member or shareholder unless that person (1) alleges in the complaint that the person was a member or shareholder of record when a part of the transaction of which the person complains took place, or that membership or stock afterwards devolved on the person by operation of law from a person who was a member or shareholder at that time;

(2) alleges in the complaint with particularity efforts of the person to secure from the board the action desired, that the person has either informed the cooperative or board in writing of the ultimate facts of each cause of action against each director or that the person has delivered to the cooperative or board a copy of the complaint that the person proposes to file, and states the reasons for failure of the person to obtain action or the reasons for not making the effort;

(3) files a complaint in the action within 20 days after notification given to the cooperative or board as provided by (2) of this subsection.

(b) The action may not be dismissed or compromised without the approval of the court.
Alaska Stat. § 10.25.510 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.510
Service on commissioner.
Status: in_force

(a) Service on the commissioner is made by delivering to and leaving with the commissioner, or with a clerk having charge of the corporation department of the commissioner's office, duplicate copies of the process, notice, or demand. The commissioner shall immediately have one copy forwarded by registered mail, addressed to the cooperative at its registered office. Service on the commissioner is returnable in not less than 30 days.

(b) The commissioner shall keep a record of each process, notice, and demand served under this section, and shall record the time of service and the commissioner's action with reference to it.
Alaska Stat. § 10.40.040 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.040
Contents of articles of incorporation.
Status: in_force

The articles of incorporation must specify (1) the name of the corporation;

(2) the purpose of the corporation;

(3) the estimated value of its property at the time of executing the articles of incorporation;

(4) the title of the person executing the articles; and

(5) the name and address of the person upon whom process may be served.
Alaska Stat. § 10.20.385 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.385
Procedure in liquidation of corporation by court.
Status: in_force

In a proceeding to liquidate the assets and business of a corporation the superior court may issue injunctions, appoint a receiver pendente lite with powers and duties as the court may direct, and take other proceedings necessary to preserve the corporate assets wherever situated and carry on the business of the corporation until a full hearing is had.
Alaska Stat. § 10.45.200 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.200
Legal disqualification of corporate personnel.
Status: in_force

If a shareholder, director, officer, employee, or agent of a professional corporation is legally disqualified to render professional service in this state, or is elected or appointed to a public office which under law restricts or limits the rendering of professional services, that person shall sever all employment and financial interest in the professional corporation immediately. The failure of the directors or officers to require compliance with this section is sufficient ground for the forfeiture of the corporate franchise.
Alaska Stat. § 10.06.408 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.408
Closing of transfer books and fixing record date.
Status: in_force

(a) To determine the shareholders entitled to notice of or to vote at a meeting of shareholders or an adjournment of a meeting, to determine the shareholders entitled to receive payment of a dividend, or to determine the shareholders for any other proper purpose, the board of a corporation may provide that the stock transfer books shall be closed for a stated period not exceeding 70 days. If the stock transfer books are closed to determine shareholders entitled to notice of or to vote at a meeting of shareholders, they shall be closed for at least 20 days immediately preceding the meeting.

(b) Instead of closing the stock transfer books, the bylaws or, in the absence of an applicable bylaw, the board may fix a date as the record date for the determination of shareholders. This record date may not be more than 60 days and, in case of a meeting of shareholders, not less than 20 days before the date on which the particular action requiring the determination of shareholders is to be taken. If the stock transfer books are not closed and a record date is not fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or for the determination of shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board declaring the dividend is adopted, is the record date for the determination of shareholders. When a determination of shareholders entitled to vote at a meeting of shareholders has been made as provided in this section, the determination applies to an adjournment of the meeting of shareholders.
Alaska Stat. § 10.25.040 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.040
Name.
Status: reserved

(a) The name of a cooperative must include the words electric, telephone, telecommunications, or telecom, as appropriate to its purpose, and cooperative or association, and the abbreviation Inc.

(b) The name of a cooperative must be distinguishable on the records of the Department of Commerce, Community, and Economic Development from the name of any other organized entity and from a reserved or registered name. The Department of Commerce, Community, and Economic Development may adopt regulations under AS 44.62 (Administrative Procedure Act) to implement this subsection.

(c) The provisions of (a) of this section do not apply to a corporation that becomes subject to this chapter by compliance with AS 10.25.290 and 10.25.300 or 10.25.820 and that elects to retain a corporate name that does not comply with (a) of this section.
Alaska Stat. § 10.20.590 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.590
Limitations on revocation of certificate of authority.
Status: in_force

The commissioner may not revoke a certificate of authority of a foreign corporation unless (1) the commissioner has given the corporation at least 60 days' notice by mail addressed to its registered office in the state; and

(2) the corporation fails, before revocation, to file the biennial report, or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.
Alaska Stat. § 10.15.300 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.300
Sale or other disposition of entire assets in regular course of business.
Status: in_force

The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a cooperative, when made in the usual and regular course of the business of the cooperative, may be made on the terms and conditions and for the consideration authorized by the board. The consideration may consist in whole or in part of money or real or personal property, including shares of another cooperative, corporation or association, domestic or foreign, as authorized by its board. Authorization or consent of members or shareholders is not required.
Alaska Stat. § 10.15.060 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.060
Payment required for issuance.
Status: in_force

A stock certificate may not be issued except upon payment of the par value of the shares it represents if the shares have par value, or if the shares are without par value, upon payment of the consideration for the shares expressed in dollars as fixed for the shares by the board. Payment for shares may be in cash or other tangible or intangible property. If payment is made in property other than cash, the value of the property shall be determined by the board. The determination, if made in good faith, is conclusive.
Alaska Stat. § 10.25.180 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.180
General powers of board.
Status: in_force

The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this chapter, its articles of incorporation, or its bylaws.
Alaska Stat. § 10.55.406 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.406
Effect of conversion.
Status: in_force

(a) When a conversion becomes effective, (1) the converted entity is (A) organized under and subject to the organic law of the converted entity; and

(B) the same entity without interruption as the converting entity;

(2) all property of the converting entity continues to be vested in the converted entity without assignment, reversion, or impairment;

(3) all liabilities of the converting entity continue as liabilities of the converted entity;

(4) except as provided by law other than this chapter or the plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;

(5) the name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;

(6) if a converted entity is a filing entity, the converted entity's public organic document is effective and is binding on its interest holders;

(7) if the converted entity is a limited liability partnership, the converted entity's statement of qualification is effective simultaneously;

(8) the private organic rules of the converted entity that are to be in a record, if any, approved as part of the plan of conversion are effective and are binding on and enforceable by (A) the converted entity's interest holders; and

(B) in the case of a converted entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the entity's private organic rules; and

(9) the interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any dissenters' rights they have under AS 10.55.109 and the converting entity's organic law.

(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding up of the converting entity.

(c) When a conversion becomes effective, a person that did not have interest-holder liability with respect to the converting entity and that becomes subject to interest-holder liability with respect to a domestic entity as a result of a conversion has interest-holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective.

(d) When a conversion becomes effective, (1) the conversion does not discharge any interest-holder liability under the organic law of a domestic converting entity to the extent the interest-holder liability arose before the conversion became effective;

(2) a person does not have interest-holder liability under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective;

(3) the organic law of a domestic converting entity continues to apply to the release, collection, or discharge of any interest-holder liability preserved under (1) of this subsection as if the conversion had not occurred; and

(4) a person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of the domestic converting entity with respect to any interest-holder liability preserved under (1) of this subsection as if the conversion had not occurred.

(e) When a conversion becomes effective, a foreign entity that is the converted entity (1) may be served with process in this state for the collection and enforcement of any of the foreign entity's liabilities; and

(2) appoints the commissioner as the foreign entity's agent for service of process for collecting or enforcing those liabilities.

(f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity is cancelled when the conversion becomes effective.

(g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

Article 5. Domestication.
Alaska Stat. § 10.30.150 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.150
Annual financial statement.
Status: in_force

An annual statement of the financial affairs of a cemetery association or a nonprofit cemetery corporation shall be made by the clerk of the association or the secretary of the corporation.
Alaska Stat. § 10.10.100 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.100
Voting by members and stockholders.
Status: in_force

(a) On all matters requiring action by the stockholders and the members of the corporation, the stockholders and members shall vote separately by classes, and except as otherwise provided in this chapter, these matters require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting are entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting are entitled.

(b) Each stockholder shall have one vote, in person, by remote communication, or by proxy, for each share of capital stock held by that stockholder, and each member shall have one vote, in person, by remote communication, or by proxy, except that a member having a loan limit of more than $1,000 shall have one additional vote, in person, by remote communication, or by proxy, for each additional $1,000 that the member is authorized to have outstanding on loans to the corporation at any one time as determined under AS 10.10.070 (a)(3)(B).

(c) A proxy may be executed in writing by a stockholder or by the authorized attorney-in-fact of the stockholder, or executed by electronic transmission by the stockholder or by the authorized attorney-in-fact of the stockholder. A proxy executed by electronic transmission must (1) be directed to the person who will be the holder of the proxy or to a proxy solicitation person, including a proxy support service organization or similar agent that is authorized by the person who will be the holder of the proxy to receive the transmission; and

(2) include information that demonstrates that the stockholder authorized the transmission.

(d) In this section, electronic transmission and remote communication have the meanings given in AS 10.06.990 .
Alaska Stat. § 10.25.070 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.070
Bylaws.
Status: in_force

The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger, or consolidation. Thereafter the district delegates in cooperatives having three or more districts that are not connected by a road system to another district of the cooperative may adopt, amend, or repeal the bylaws by the affirmative vote of a majority of the district delegates voting on the adoption, amendment, or repeal at a meeting of the district delegates. In all other cooperatives the members shall adopt, amend, or repeal the bylaws by the affirmative vote of a majority of the members voting on the question. The bylaws must set out the rights and duties of members, district delegates, and directors and may contain other provisions for the regulation and management of the affairs of the cooperative consistent with this chapter or with the articles of incorporation of the cooperative.
Alaska Stat. § 10.13.170 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.170
Offices.
Status: in_force

(a) A licensee shall maintain at least one office in this state.

(b) A licensee may not maintain an office outside this state.

(c) The location of each office of a licensee must be reasonably accessible to the public.

(d) A licensee shall post in a conspicuous place at each of the licensee's offices a sign that bears the corporate name of the licensee.

(e) If a licensee establishes, relocates, or closes an office, the licensee shall give the department written notice within 30 days of the event.
Alaska Stat. § 10.50.630 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.630
Contents of amendment of registration.
Status: in_force

(a) The amendment of registration filed by a foreign limited liability company must state the (1) name of the company;

(2) date the original application for registration was filed; and

(3) amendment.

(b) The application for registration may be amended in any way if the application for registration as amended contains only provisions that this chapter allows to be contained in an application for registration at the time of amendment.
Alaska Stat. § 10.20.465 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.465
Equal status as domestic corporations.
Status: in_force

A foreign corporation that has received a certificate of authority enjoys the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set out in the application under which the certificate of authority is issued and, except as otherwise provided in this chapter, is subject to the duties, restrictions, penalties, and liabilities imposed upon a domestic corporation of like character.
Alaska Stat. § 10.06.215 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.215
Disclosure of corporate activities.
Status: in_force

An incorporator presenting articles of incorporation under AS 10.06.213 shall deliver, with the articles, a separate statement of the codes, from the identification codes established under AS 10.06.870 , that most closely describe the activities in which the corporation will initially engage.
Alaska Stat. § 10.06.349 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.349
Shares without certificates.
Status: in_force

(a) Unless the articles or bylaws provide otherwise, the board of directors may authorize the issuance without certificates of some or all of the corporation's classes or series of shares. The authorization does not affect shares that are already represented by certificates until the certificates are surrendered to the corporation.

(b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement giving the information required by AS 10.06.350 to be on certificates, and, if applicable, the information required by AS 10.06.424 (c) to be disclosed to the shareholder when there is no certificate.
Alaska Stat. § 10.50.400 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.400
Dissolution.
Status: in_force

A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs: (1) at the time or on the happening of events specified for dissolution in an operating agreement of the company;

(2) all of the members of the company consent in writing; or

(3) the superior court enters a decree for judicial dissolution of the company under AS 10.50.405 .
Alaska Stat. § 10.15.275 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.275
Apportionment and distribution of net proceeds, savings, or net losses.
Status: in_force

The net proceeds or savings of a cooperative shall be apportioned, distributed and paid periodically to the persons entitled to receive them at the times and in the reasonable manner as the bylaws provide. However, net proceeds or savings on patronage of the cooperative by its members shall be apportioned and distributed among these members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period. The bylaws may contain reasonable provisions for the apportionment and charging of net losses. For the purposes of this section work performed as a member of a workers' cooperative is considered as patronage of that cooperative.
Alaska Stat. § 10.20.146 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.146
Incorporators.
Status: in_force

Three or more natural persons at least 19 years of age may act as incorporators of a corporation by signing and delivering in duplicate to the commissioner articles of incorporation for the corporation.
Alaska Stat. § 10.50.890 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.890
Waiver of notice.
Status: in_force

If notice is required to be given to a member or manager of a limited liability company under the provisions of this chapter or under the provisions of the articles of organization or an operating agreement of the company, a waiver of the notice in writing signed by the person entitled to notice, whether before or after the time stated for notice, is equivalent to the giving of notice.
Alaska Stat. § 10.40.150 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.150
Involuntary dissolution.
Status: in_force

(a) The commissioner, upon 60 days notice to the corporation, may involuntarily dissolve a corporation formed under this chapter, for (1) failure to file within 60 days of the close of the calendar year the report mentioned in AS 10.40.105 ;

(2) failure to comply with AS 10.40.130 (a); and

(3) failure for six months to pay any fee or penalty required by this chapter.

(b) Before dissolving a corporation under (a) of this section, the commissioner shall give the corporation written notice of the pending dissolution by mailing the notice to the corporation. The commissioner shall mail the notice and any subsequent certificate of dissolution to the corporation in the same manner as required for notices and certificates of involuntary dissolution under AS 10.06.633 (i).
Alaska Stat. § 10.06.828 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.828
Fees for filing articles and certain applications.
Status: in_force

A domestic or foreign corporation that is required to file articles of incorporation, an application for a certificate of authority, amendatory articles, or other application with the department, except corporate entities organized under AS 10.20 and corporate entities organized under the laws of the United States or the laws of a state or territory of the United States or the laws of a foreign country for the same purposes as those allowed under AS 10.20 , shall pay to the commissioner a filing fee established by the department by regulation. The filing fee shall be uniform and fixed without reference to the amount of authorized shares.
Alaska Stat. § 10.15.490 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.490
Filing statement of revocation of voluntary dissolution proceedings.
Status: in_force

(a) Duplicate originals of the statement of revocation of voluntary dissolution proceedings shall be handled by the department in the same manner as provided by this chapter for filing of a statement of intent to dissolve.

(b) Upon the filing by the department of the statement of revocation of voluntary dissolution proceedings, a revocation of the voluntary dissolution proceedings is effective and the cooperative may again carry on its business.
Alaska Stat. § 10.15.110 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.110
Status of acquired, recalled, exchanged, or redeemed shares.
Status: in_force

When shares are acquired, recalled, exchanged or redeemed by the cooperative, they are restored to the status of authorized but unissued shares.
Alaska Stat. § 10.50.995 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.995
Short title.
Status: in_force

This chapter may be cited as the Alaska Revised Limited Liability Company Act.
Alaska Stat. § 10.06.610 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.610
Revocation of election; contents, signing, and filing of certificate.
Status: in_force

(a) A voluntary election to wind up and dissolve under AS 10.06.605 may be revoked before distribution of assets by an election to revoke made in the same manner as an election under AS 10.06.605 . A certificate evidencing the election to revoke shall be signed and filed in the manner prescribed in AS 10.06.608 .

(b) The certificate must set out (1) that the corporation has revoked its election to wind up and dissolve;

(2) that no assets have been distributed as a result of the election;

(3) the number of shares voting for the revocation and the total number of outstanding shares the holders of which were entitled to vote on the revocation, if the election to revoke was made by the vote of shareholders;

(4) a copy of the written consent signed by all shareholders of the corporation if the election to revoke was made by the written consent of the shares;

(5) the resolution of the board if the election to revoke was made by the board.
Alaska Stat. § 10.20.126 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.126
Removal of officers.
Status: in_force

An officer or agent may be removed by the board of directors, or by the executive committee, whenever in its judgment the best interests of the corporation will be served. Removal is without prejudice to the contract rights of the person removed. Election or appointment of an officer or agent does not of itself create contract rights.
Alaska Stat. § 10.06.564 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.564
Disclosure of alien affiliates.
Status: in_force

Not less than 20 days before the consummation of an organic change under AS 10.06.530  10.06.562, the surviving or new corporation shall deliver to the commissioner (1) a list of the names and addresses of each alien affiliate of the surviving or new corporation;

(2) the percentage of outstanding shares controlled by each alien affiliate; and

(3) a specific description of the nature of the relationship between the surviving or new corporation and its alien affiliate.
Alaska Stat. § 10.06.375 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.375
Additional restrictions in articles, bylaws, indentures, or agreements.
Status: in_force

Nothing in this chapter prohibits additional restrictions upon the declaration of dividends or the purchase or redemption of a corporation's own shares by provision in the articles or bylaws of the corporation or in any indenture or other agreement entered into by the corporation.
Alaska Stat. § 10.15.460 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.460
Voluntary dissolution by act of cooperative.
Status: in_force

(a) A cooperative may be dissolved by the act of the cooperative, when authorized in the manner set out in this section.

(b) The board shall adopt a resolution directing the question of dissolution to be submitted to a vote at an annual or special meeting of members.

(c) Written notice shall be given to each member in the manner provided in this chapter for the giving of notice of meetings of members, and must state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the cooperative.

(d) At the meeting a vote of members shall be taken on a resolution to dissolve the cooperative. The resolution is adopted if it receives the affirmative vote of two-thirds of the member votes cast. The articles may permit shareholders to vote on a resolution for dissolution, and may fix the proportion of authorized shareholder votes required for adoption.
Alaska Stat. § 10.20.525 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.525
Service of process on foreign corporation.
Status: in_force

The registered agent appointed by a foreign corporation authorized to transact business in the state shall be an agent of the corporation upon whom process, notice, or demand required or permitted by law to be served upon the corporation may be served.
Alaska Stat. § 10.20.440 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.440
Filing of decree of dissolution.
Status: in_force

If the court enters a decree dissolving a corporation, the clerk of the court shall file a certified copy of the decree with the commissioner. A fee may not be charged for this filing.
Alaska Stat. § 10.13.460 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.460
Department approval.
Status: in_force

The department may not approve a merger, purchase, or sale under AS 10.13.430  10.13.450 unless the department determines that (1) the merger, purchase, or sale will be safe and sound with respect to the acquiring licensee;

(2) upon consummation of the merger, purchase, or sale, it is reasonable to believe that the acquiring licensee will comply with this chapter;

(3) the merger, purchase, or sale will not have a major detrimental effect on competition in the providing of financial assistance or management assistance to businesses, or, if there will be a detrimental effect, the merger, purchase, or sale is necessary in the interests of the safety and soundness of a party to the merger, purchase, or sale, or is otherwise, on balance, in the public interest.

Article 5. Regulation, Fees, Records, Reports, and Examinations.
Alaska Stat. § 10.06.811 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.811
Filing of biennial report.
Status: in_force

(a) A biennial report of a domestic or foreign corporation shall be filed with the department and is due before January 2 of the filing year. A domestic corporation filing articles of incorporation and a foreign corporation receiving a certificate of authority during an even-numbered year must file the biennial report each even-numbered year. A domestic corporation filing articles of incorporation and a foreign corporation receiving a certificate of authority during an odd-numbered year must file the biennial report each odd-numbered year. The biennial report is delinquent if not filed before February 1 of each odd or even year as provided in this section. Delinquent returns are subject to the penalty in AS 10.06.815 .

(b) Proof to the satisfaction of the commissioner that on or before February 1 the report was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, is compliance with (a) of this section.

(c) The commissioner shall file the report if it conforms to the requirements of this chapter. If the commissioner finds that the report does not conform to the requirements of this chapter, the report shall promptly be returned to the corporation for necessary corrections. If the report is corrected to conform to the requirements of this chapter and returned to the commissioner in sufficient time to be filed before April 1 of the year in which it is due, the penalties for failure to file the report within the time provided in AS 10.06.815 do not apply.

(d) Upon receipt of a form from the commissioner, a domestic or foreign corporation must file a biennial report within six months after original incorporation or authorization to transact business in this state.
Alaska Stat. § 10.25.850 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.850
Short title.
Status: in_force

This chapter may be cited as the Electric and Telephone Cooperative Act.
Alaska Stat. § 10.06.850 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.850
Suits to compel tax payment; exemption from corporation tax.
Status: in_force

The commissioner may institute a suit in the name of the state to enforce the payment of a biennial corporation tax. Corporate entities organized under AS 10.20 and foreign corporations organized under the laws of the United States or the laws of a state or territory of the United States or the laws of a foreign country for the same purposes as those allowed under AS 10.20 are exempt from the payment of the biennial corporation tax.
Alaska Stat. § 10.50.285 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.285
Compromise of contribution obligation.
Status: in_force

Unless otherwise provided in an operating agreement of the company, the obligation of a member to make a contribution to a limited liability company may not be compromised, unless all of the other members consent to the compromise.
Alaska Stat. § 10.20.605 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.605
Transacting business without certificate of authority as a bar to right to sue.
Status: in_force

A foreign corporation transacting business in the state without a certificate of authority may not maintain an action, suit, or proceeding in a court of the state until it obtains a certificate of authority. A successor or assignee of a foreign corporation transacting business without a certificate of authority may not maintain an action, suit, or proceeding in a court of the state on a right, claim, or demand arising out of the transaction of business by the corporation in the state until a certificate of authority is obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.
Alaska Stat. § 10.15.575 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.575
Use of term cooperative.
Status: in_force

(a) A person other than a cooperative association incorporated under this chapter or a previous law of the state may not use the term cooperative, or any variation of the term, as part of its corporate or other business name or title. However, this section does not apply to cooperatives organized to generate and transmit electric energy and power or to furnish electric or telephone or related telecommunications service.

(b) A cooperative may enjoin a violation of this section upon suit without a showing of damage to itself.
Alaska Stat. § 10.06.650 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.650
Jurisdiction of court.
Status: in_force

If an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes (1) the determination of the validity of all claims and demands against the corporation, whether due or not yet due, contingent, unliquidated, or sounding only in damages, and the barring from participation of creditors and claimants failing to make and present claims and proof as required by an order;

(2) the determination or compromise of all claims against the corporation or any of its property, and the determination of the amount of money or assets required to be retained to pay or provide for the payment of claims;

(3) the determination of the rights of shareholders in and to the assets of the corporation;

(4) the supervision of the presentation and filing of intermediate and final accounts of the directors or other persons appointed to conduct the winding up and hearing thereon, the allowance, disallowance, or settlement of the accounts, and the discharge of the directors or the other persons from their duties and liabilities;

(5) the appointment of a master to hear and determine any or all matters, with the power or authority the court considers proper;

(6) the filling of vacancies on the board that the directors or shareholders are unable to fill;

(7) the removal of a director if it appears that the director has been guilty of dishonesty, misconduct, neglect, or abuse of trust in conducting the winding up or if the director is unable to act; the court may order an election to fill the vacancy, and may enjoin, for the time it considers proper, the reelection of the removed director; the court, in place of ordering an election, may appoint a director to fill the vacancy caused by the removal; a director appointed by the court serves until the next annual meeting of shareholders or until a successor is elected or appointed;

(8) staying the prosecution of a suit, proceeding, or action against the corporation and requiring the parties to present and prove their claims in the manner required of other creditors;

(9) the determination of whether adequate provision has been made for payment or satisfaction of all debts and liabilities not actually paid;

(10) the making of orders for the withdrawal or termination of proceedings to wind up and dissolve, subject to conditions for the protection of shareholders and creditors;

(11) the making of an order, after the allowance or settlement of the final accounts of the directors or other persons, that the corporation is legally wound up and is dissolved;

(12) the making of orders for the bringing in of new parties as the court considers proper.
Alaska Stat. § 10.06.645 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.645
Decree for winding up and dissolution; further judicial relief.
Status: in_force

After hearing, the court may decree a winding up and dissolution of the corporation as provided in AS 10.06.625 or, with or without winding up and dissolution, may make orders and decrees and issue injunctions in the case as justice and equity may require.
Alaska Stat. § 10.20.216 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.216
Merger.
Status: in_force

Two or more domestic nonprofit corporations may merge into one of the two or more corporations under a plan of merger approved in the manner provided in this chapter.
Alaska Stat. § 10.20.051 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.051
Members and liability of directors, officers, employees, and members.
Status: in_force

(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment, and the qualifications and rights of the members of each class shall be set out in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set out in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership.

(b) The directors, officers, employees, and members of the corporation are not, as such, liable on its obligations.
Alaska Stat. § 10.50.185 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.185
Resignation of member.
Status: in_force

(a) A member may not resign from a limited liability company except at the time or upon the happening of events specified in the operating agreement of the company and in accordance with the operating agreement of the company.

(b) Notwithstanding anything to the contrary under applicable law, unless an operating agreement of the company provides otherwise, a member may not resign from a limited liability company before the dissolution and winding up of the limited liability company.

(c) If the resignation of a member violates an operating agreement of the company, in addition to any remedy otherwise available under applicable law, a limited liability company may recover from the resigning member damages for breach of the operating agreement and may offset the damages against the amount otherwise distributable to the resigning member.

(d) Unless otherwise provided in an operating agreement of the company and except for termination under AS 10.50.205 , after a member resigns from a limited liability company, the rights of the former member are those of an assignee.
Alaska Stat. § 10.20.171 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.171
Right to amend articles of incorporation.
Status: in_force

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only those provisions which might lawfully be contained in original articles of incorporation at the time the amendment is made.
Alaska Stat. § 10.25.520 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.520
Other means of service not affected.
Status: in_force

Nothing in AS 10.25.500 and 10.25.510 limits or affects the right to serve process, notice, or demand required or permitted by law to be served on a cooperative in any other manner permitted by law.
Alaska Stat. § 10.15.510 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.510
Jurisdiction of court to liquidate assets and business of cooperative.
Status: in_force

In addition to any other instances in which the law provides the power, a court may liquidate the assets and business of a cooperative (1) in an action by a member or shareholder when it is established that the members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or the corporate assets are being misapplied or wasted;

(2) in an action by a creditor when the claim of the creditor has been reduced to judgment and an execution has been returned unsatisfied and it is established that the cooperative is insolvent; or when the cooperative has admitted in writing that the claim of the creditor is due and owing and it is established that the cooperative is insolvent;

(3) upon application by a cooperative which has filed a statement of intent to dissolve as provided in this chapter to have its liquidation continued under the supervision of the court;

(4) when an action has been filed by the attorney general to dissolve a cooperative and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
Alaska Stat. § 10.45.510 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.510
Short title.
Status: in_force

This chapter may be cited as the Professional Corporation Act.
Alaska Stat. § 10.20.271 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.271
Law applicable when domestic and foreign corporations merge or consolidate.
Status: in_force

(a) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

(b) If the surviving or new corporation is to be governed by the laws of a state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to transact business in this state and in every case it shall file with the commissioner (1) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a domestic corporation which is a party to the merger or consolidation;

(2) an irrevocable appointment of the commissioner as its agent to accept service of process in these proceedings.
Alaska Stat. § 10.15.331 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.331
Filing notice of change of officer or director.
Status: in_force

(a) In the event of a change of an officer or director of a corporation during the year following the filing of the biennial report, the corporation shall file notice of change amending that report before July 2 of that year.

(b) The notice shall be filed in the office of the commissioner and must state the name and current address of a director or officer not stated in the corporation's last filed biennial report, and the name of the person replaced and the office held. The notice shall be signed by an officer of the corporation.

Article 2. Formation of Cooperatives.
Alaska Stat. § 10.06.770 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.770
Procedure not exclusive.
Status: in_force

AS 10.06.763  10.06.768 do not limit or affect the right to serve a process, notice, or demand required or permitted by law to be served upon a corporation in any other manner.
Alaska Stat. § 10.20.241 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.241
Abandonment of plan of merger or consolidation.
Status: in_force

After approval by a vote of the members, or in the case of a corporation with no members or no members entitled to vote, after approval by its board of directors, of each corporation, and before the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned under provisions, if any, set out in the plan of merger or consolidation.
Alaska Stat. § 10.06.534 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.534
Consolidation.
Status: in_force

Two or more domestic corporations may consolidate into a new domestic corporation under a plan of consolidation approved in the manner provided in AS 10.06.530  10.06.582.
Alaska Stat. § 10.50.055 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.055
Registered office and registered agent.
Status: in_force

A limited liability company shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the office of the company. The registered agent may be either an individual resident of this state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in this state whose business office is the same as the registered office.
Alaska Stat. § 10.55.110 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.110
Excluded entities and transactions.
Status: in_force

The following entities may not participate in a transaction under this chapter: (1) a financial institution; in this paragraph, financial institution has the meaning given in AS 06.01.050 ;

(2) an insurer regulated by AS 21 , including a fraternal benefit society regulated under AS 21.84 ;

(3) a business and industrial development corporation under AS 10.10 ;

(4) a BIDCO under AS 10.13 ;

(5) a cooperative under AS 10.15 ;

(6) a cooperative under AS 10.25 (Electric and Telephone Cooperative Act);

(7) a public corporation; or

(8) a municipality.
Alaska Stat. § 10.06.620 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.620
Articles of dissolution: contents.
Status: in_force

If a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign articles of dissolution stating that (1) the corporation has been completely wound up;

(2) its known debts and liabilities have been actually paid, or adequately provided for under AS 10.06.668 , or paid or adequately provided for as far as the assets of the corporation permit, or that it has incurred no known debts or liabilities; if there are known debts or liabilities for which adequate provision for payment has been made, the articles of dissolution must state what provision has been made, setting out the name and address of the corporation, person, or governmental agency that has assumed or guaranteed payment, or the name and address of the depositary with which deposit has been made and such other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability;

(3) its known assets have been distributed to shareholders, or, if there are no shareholders, to persons entitled to the assets, or wholly applied or deposited on account of its debts and liabilities, or that it acquired no known assets;

(4) the corporation is dissolved.
Alaska Stat. § 10.06.748 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.748
Issuance of certificate of revocation.
Status: in_force

Upon revoking a certificate of authority, the commissioner shall (1) issue a certificate of revocation in duplicate;

(2) file one of the certificates in the commissioner's office; and

(3) mail one of the certificates of revocation to the corporation at its registered office in this state under AS 10.06.753 (1).
Alaska Stat. § 10.50.615 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.615
Contents of registration application.
Status: in_force

(a) An application for the registration of a foreign limited liability company must state (1) the name of the foreign limited liability company and, if different, the name the company proposes to use in this state;

(2) the state or other jurisdiction where the company was organized, and date of its organization;

(3) the name and address of the company's registered agent;

(4) that the department is appointed the agent of the company for service of process if the foreign limited liability company fails to appoint or maintain a registered agent under AS 10.50.635 ;

(5) the address of the office required by the state or other jurisdiction of the company's organization to be maintained in that state or other jurisdiction, or, if the state or other jurisdiction does not require an office to be maintained in that state or other jurisdiction, the principal office of the company;

(6) the purpose the company proposes to pursue in the conduct of its affairs in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the company will engage in this state;

(7) the names and addresses of the managers of the company, or, if the company is not managed by a manager, the names and addresses of the members of the company;

(8) the name and address of each person owning at least a five percent interest in the company and the percentage of interest owned by that person in the company; and

(9) that the company is a foreign limited liability company.

(b) In addition to the information required by (a) of this section, an application must include proof from the jurisdiction where the company was organized that indicates that the company was organized in that jurisdiction.
Alaska Stat. § 10.10.020 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.020
Assistance of commissioner.
Status: in_force

The commissioner shall assist the incorporators in forming the corporation and shall meet with and advise the corporation's board of directors.
Alaska Stat. § 10.20.026 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.026
Registered office and registered agent.
Status: in_force

A corporation shall continuously maintain in the state a registered office which may be, but need not be, the same as its place of business, and a registered agent. The registered agent may be either an individual resident of the state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in the state whose business office is the same as the registered office.
Alaska Stat. § 10.25.420 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.420
Effect of recordation of mortgages and other instruments.
Status: in_force

A mortgage, deed of trust, or other instrument executed by a cooperative, which affects real and personal property and which is recorded in the real property records in the city, borough, or other recording districts in which the property is located or is to be located has the same effect as if recorded, filed, or indexed as provided by law in the proper office in the city, borough, or other recording district as a mortgage of personal property. All after-acquired property of the cooperative described or referred to as being mortgaged or pledged in a mortgage, deed of trust or other instrument is subject to the lien thereof immediately upon the acquisition of such property by the cooperative, whether or not the property was in existence at the time of the execution of the mortgage, deed of trust or other instrument. Recordation of such mortgage, deed of trust or other instrument constitutes notice and has the same effect with respect to after-acquired property as it has under the laws relating to recordation of property owned by the cooperative at the time of the execution of the mortgage, deed of trust or other instrument and described in it or referred to as being mortgaged or pledged thereby. The lien of such mortgage, deed of trust or other instrument upon personal property after its recordation continues for the period of time specified in the instrument without refiling or the filing of a renewal certificate, affidavit or other supplemental information required by the laws relating to the renewal, maintenance or extension of liens upon personal property.
Alaska Stat. § 10.06.428 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.428
Shareholders' preemptive rights.
Status: in_force

(a) Except to the extent limited or denied by this section or by the articles of incorporation, shareholders have a preemptive right to acquire unissued shares or securities convertible into such shares or carrying a right to subscribe to or acquire shares.

(b) Unless otherwise provided in the articles of incorporation, (1) there is no preemptive right (A) to acquire any shares issued to directors, officers, or employees if approved by the outstanding shares or if authorized by and consistent with a plan previously approved by the outstanding shares; or

(B) to acquire shares sold for consideration other than for cash;

(2) holders of shares of a class that is preferred or limited as to dividends or assets are not entitled to a preemptive right;

(3) holders of shares of common stock are not entitled to a preemptive right to shares of a class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock;

(4) holders of common stock without voting power are not entitled to a preemptive right to shares of common stock with voting power;

(5) a preemptive right is only an opportunity to acquire shares or other securities under the terms and conditions as the board may fix for the purpose of providing a fair and reasonable opportunity for the exercise of the preemptive right.
Alaska Stat. § 10.10.150 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.150
Examinations, reports of condition, and required information.
Status: in_force

The corporation shall be examined at least once annually by the commissioner of administration and shall make reports of its condition not less than annually to the commissioner of administration and more frequently upon call of the commissioner of administration, who in turn shall make copies of the reports available to the commissioner of commerce, community, and economic development and the governor. The corporation shall also furnish other information that may from time to time be required by the commissioner of administration. The corporation shall pay the actual cost of the examinations.
Alaska Stat. § 10.06.715 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.715
Transacting business without certificate of authority not affecting contracts and right to defend action.
Status: in_force

The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of a contract or act of the corporation, and does not prevent the corporation from defending an action, suit, or proceeding in a court of this state.
Alaska Stat. § 10.06.768 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.768
Records kept by commissioner.
Status: in_force

The commissioner shall keep a record of all processes, notices, or demands served upon the commissioner under AS 10.06.765 and shall record the time of service and action taken by the commissioner with reference to the service.
Alaska Stat. § 10.20.086 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.086
Number of directors.
Status: in_force

(a) The number of directors of a corporation shall be at least three. The number of directors shall be fixed by the bylaws, except that the number constituting the initial board of directors shall be fixed by the articles of incorporation.

(b) The number of directors may be increased or decreased from time to time by amendment to the bylaws, but a decrease may not have the effect of shortening the term of an incumbent director.

(c) In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.
Alaska Stat. § 10.06.925 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.925
Writings and absence of filings as evidence.
Status: in_force

(a) A writing filed by the commissioner relating to a corporation and containing statements of fact required or permitted by law and a certification by the commissioner of the absence of a filing shall be received in all courts, public offices, and official bodies as prima facie evidence of these facts and of the execution of the writing.

(b) If under the laws of a jurisdiction other than this state a writing by an officer in that jurisdiction or a copy of a writing certified or exemplified by the officer may be received as prima facie evidence of the incorporation, existence, or capacity of any foreign corporation incorporated in that jurisdiction, the writing when exemplified shall be received by all courts, public offices, and official bodies of this state as prima facie evidence with the same force as in another jurisdiction. The writing or certified copy of the writing shall be received without being exemplified if it is certified by the secretary of state or official performing the equivalent function as to corporate records of that jurisdiction.
Alaska Stat. § 10.06.570 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.570
Approval of transaction by shareholders.
Status: in_force

(a) At a meeting for which notice is given under AS 10.06.568 (b) a vote of the shareholders shall be taken on the recommended sale, lease, exchange, or other disposition and the shareholders may fix, or may authorize the board to fix, the terms and conditions and the consideration to be received by the corporation. The transaction is approved if the recommendation of the board receives the affirmative vote of at least two-thirds of the outstanding shares of the corporation, unless a class of shares is entitled to vote as a class, in which event the transaction shall be approved upon receiving the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a class and of the total shares entitled to vote.

(b) If the buyer in a sale of assets under AS 10.06.568 is in control of or under common control with the seller, the principal terms of the sale must be approved by at least 90 percent of the outstanding shares of the seller unless the sale is to a domestic or foreign corporation in consideration for the nonredeemable common shares of the purchasing corporation or its parent.
Alaska Stat. § 10.06.418 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.418
Proxies.
Status: in_force

(a) Each person entitled to vote shares may authorize another person or persons to act by proxy with respect to the shares. A proxy purporting to be executed in accordance with the provisions of this chapter is presumed valid.

(b) A proxy is not valid after the expiration of 11 months from the date of the proxy unless it qualifies as an irrevocable proxy under (e) of this section. A proxy continues in full force and effect until revoked by the person executing it, except as provided in this section. A person may revoke a proxy by a writing delivered to the corporation stating that the proxy is revoked, by a subsequent proxy executed by the person executing the prior proxy and delivered to the corporation, or by attendance at the meeting and voting in person, or by remote communication, by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which the proxies are mailed.

(c) A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of the death or incapacity is received by the corporation.

(d) Except as provided otherwise by written agreement of the parties, the record holder of shares held by a person as pledgee or otherwise as security or that belong to another shall, upon demand and payment of necessary expenses, issue a proxy to vote to the pledgor or to the owner of the shares.

(e) Notwithstanding (c) of this section, a proxy that states that it is irrevocable is irrevocable for the period specified in the proxy when it is held by the following or a nominee of the following: (1) a person to whom the shares are pledged for the performance of an obligation or the payment of a debt;

(2) a person who has purchased, agreed to purchase, or holds an option to purchase the shares or a person who has sold a portion of the shares of the person in the corporation to the maker of the proxy;

(3) a person who has contracted to perform services as an employee of the corporation, if a proxy is required by the contract of employment and if the proxy states that it was given in consideration of the contract of employment, the name of the employee, and the period of employment contracted for;

(4) a person designated by or under an agreement under AS 10.06.425 ; or

(5) a beneficiary of a trust with respect to shares held by the trust.

(f) Notwithstanding the period of irrevocability specified in a proxy, the proxy becomes revocable when the pledge is redeemed, the option or agreement to purchase is terminated or the seller no longer owns any shares of the corporation or dies, the period of employment provided for in the contract of employment has terminated, the agreement under AS 10.06.425 has terminated, or the person ceases to be a beneficiary of the trust. In addition, a proxy may be made irrevocable if it is given to secure the performance of a duty or to protect a title, either legal or equitable, until the happening of events that, by its terms, discharge the obligations secured by it.

(g) Notwithstanding a provision in a proxy that makes the proxy irrevocable, a proxy is revoked when the shares are transferred unless the transferee knows about the provision or the proxy, or the irrevocability or notice of the proxy appears on a certificate representing the shares.
Alaska Stat. § 10.20.335 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.335
Notice to corporation.
Status: in_force

When the commissioner determines that a corporation has given any cause for involuntary dissolution, the commissioner shall mail to the corporation a notice, setting out the grounds for involuntary dissolution, 60 days before a certificate of dissolution is issued. The commissioner shall mail the notice and any subsequent certificate of dissolution in the same manner as required for notices and certificates of involuntary dissolution under AS 10.06.633 (i).
Alaska Stat. § 10.25.120 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.120
Voting.
Status: in_force

Each member is entitled to one vote on each matter submitted to a vote of the membership. Each member of a district is entitled to one vote on each matter submitted to a vote at a district meeting. A member may not vote by proxy but may vote, if the bylaws so provide, by mail or electronic transmission, as specified by the cooperative, except that electronic transmission may not be the only allowed option for voting.
Alaska Stat. § 10.15.600 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.600
Short title.
Status: in_force

This chapter may be cited as the Alaska Cooperative Corporation Act.
Alaska Stat. § 10.15.315 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.315
Books and records; inspection.
Status: in_force

(a) A cooperative shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its members, board and executive committee. It shall keep at its principal office records of the names and addresses of all members and shareholders. At any reasonable time, a member or shareholder, or an agent or attorney for the member or shareholder, upon written notice stating the purpose, may examine for any proper purpose books or records pertinent to the purpose specified in the notice and may make extracts from the books or records.

(b) In an action or proceeding to enforce the right of a member or shareholder provided in (a) of this section, if the member or shareholder prevails in the action or proceeding, there shall be allowed to the member or shareholder, as a part of costs, a reasonable amount to be fixed by the court as attorney fees for the prosecution of the action or proceeding.
Alaska Stat. § 10.06.005 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.005
Purposes.
Status: in_force

A corporation may be organized under this chapter for any lawful purpose.
Alaska Stat. § 10.06.228 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.228
Bylaws: adoption, amendment or repeal.
Status: repealed

Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by approval of the board, except as provided in AS 10.06.230 . The articles of incorporation may restrict or eliminate the power of either the board or the outstanding shares to adopt, amend, or repeal bylaws.
Alaska Stat. § 10.13.230 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.230
Scope of management assistance.
Status: in_force

When providing management assistance, a licensee may provide management advice, management services, technical advice, and technical services.
Alaska Stat. § 10.20.495 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.495
Filing of application for certificate of authority.
Status: in_force

(a) Upon finding that the application conforms to law, the commissioner shall, when all fees prescribed in this chapter have been paid (1) endorse on each document the word filed, and the date of the filing;

(2) file one duplicate original of the application in the commissioner's office;

(3) issue a certificate of authority to transact business in the state and affix the other duplicate original application to it.

(b) The certificate of authority, together with the duplicate original of the application affixed to it by the commissioner, shall be returned to the corporation or its representative.
Alaska Stat. § 10.25.260 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.260
Consolidation.
Status: in_force

Two or more cooperatives, designated in this section as consolidating cooperative, may consolidate into a new cooperative, designated in this section as the new cooperative, by complying with the following requirements: (1) the proposition for the consolidation into the new cooperative and proposed articles of consolidation shall be submitted to the members of each consolidating cooperative; the notice shall have attached to it a copy of the proposed articles of consolidation;

(2) if the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of each consolidating cooperative voting on them, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its presiding officer and its seal shall be affixed and attested by the officer designated by the board.
Alaska Stat. § 10.20.675 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.675
Certificates and certified copies to be received in evidence.
Status: in_force

Certificates issued by the commissioner in accordance with this chapter, and copies of documents filed in the commissioner's office in accordance with the provisions of this chapter when certified by the commissioner, are prima facie evidence of the facts stated. A certificate by the commissioner under the seal of the state as to the existence or nonexistence of facts relating to corporations that do not appear from a certified copy of these documents or certificates is prima facie evidence of the existence or nonexistence of the facts stated.
Alaska Stat. § 10.25.210 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.210
Amendment of articles of incorporation.
Status: in_force

A cooperative may amend its articles of incorporation as follows, except that it may change the location of its principal office in the manner set out in AS 10.25.230 : (1) the proposed amendment shall be presented to the members or district delegates at a meeting or by written notice; if the proposed amendment is presented at a meeting, the notice of the meeting must set out or have attached to it the proposed amendment;

(2) if the proposed amendment, with any changes, is approved by the affirmative vote of not less than two-thirds of those members or district delegates voting on it, the presiding officer of the board of directors shall execute and acknowledge articles of amendment on behalf of the cooperative, and the officer designated by the board shall affix and attest to the seal of the cooperative; if the cooperative accepts ballots both at a meeting and by mail or by electronic transmission, a member may vote by mail, by electronic transmission, or at the meeting, as specified by the cooperative, except that electronic transmission may not be the only allowed option for voting.
Alaska Stat. § 10.06.223 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.223
Organizational meeting.
Status: in_force

After the commencement of corporate existence by the issuance of a certificate of incorporation, an organizational meeting of either the incorporators or the board of directors named in the articles of incorporation shall be held at the call of a majority of the incorporators or directors named in the articles of incorporation for the purpose of adopting bylaws, electing directors if none have been named in the articles, electing officers, and transacting such other business as may come before the meeting. The organizational meeting may be held at a designated place, by remote communication, or at a designated place and by remote communication. The designated place may be inside or outside the state. Those calling the meeting shall give at least 20 days' notice of the meeting by mail to each incorporator or director named. The notice shall state the time and place, if the meeting is to be held at a designated place, of the meeting, and whether the meeting will also be held by remote communication.
Alaska Stat. § 10.50.048 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.048
Procedure for registration of company name.
Status: in_force

Registration of a name under AS 10.50.040 is made by filing with the department (1) a signed application for registration setting out the name of the company, the state or territory under the laws of which it is organized, the date of organization, a statement that it is conducting affairs, and a brief statement of its principal activities; and

(2) proof from the jurisdiction where the company is organized that indicates that the company is organized in that jurisdiction if the company is a foreign limited liability company.
Alaska Stat. § 10.25.150 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.150
Term of office of directors.
Status: in_force

The directors of a cooperative named in articles of incorporation, consolidation, merger, or conversion hold office until the next annual meeting of the members and until their successors are elected and qualify. Each elected director holds office for the term for which elected and until a successor is elected and qualifies.
Alaska Stat. § 10.50.600 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.600
Governing law.
Status: in_force

(a) Subject to the constitution of this state, the law of the state or other jurisdiction under which a foreign limited liability company is organized governs the organization and internal affairs of the company.

(b) The department may not deny registration to a foreign limited liability company because of differences between the law of this state and the law of the state or other jurisdiction under which the foreign limited liability company is organized.
Alaska Stat. § 10.20.251 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.251
Contents of articles of merger or consolidation.
Status: in_force

The articles of merger or consolidation must set out (1) the plan of merger or the plan of consolidation;

(2) if the members of any merging or consolidating corporation are entitled to vote, as to each such corporation (A) a statement setting out the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast; or

(B) a statement that the plan was adopted by a consent in writing signed by all members entitled to vote;

(3) if a merging or consolidating corporation has no members, or no members entitled to vote, as to each corporation a statement of this fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office.
Alaska Stat. § 10.13.780 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.780
Disclosure to shareholders.
Status: in_force

If the department determines that the results of a department communication or order addressed to the licensee or to a subject person of the licensee should be disclosed to the licensee's shareholders, the department may require the licensee to make the disclosure in the form and manner determined by the department.
Alaska Stat. § 10.13.220 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.220
Participation in governmental programs.
Status: in_force

(a) A licensee may participate in a federal, state, or local government program for which the licensee is eligible and that has as the program's function the provision or facilitation of financing assistance or management assistance to businesses.

(b) If a licensee participates in a program referred to in (a) of this section, the licensee shall comply with the requirements of the program.
Alaska Stat. § 10.06.568 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.568
Disposition of assets not in regular course of business.
Status: in_force

(a) A sale, lease, exchange, or other disposition of all, or substantially all, of the property and assets, with or without the good will, of a corporation, if not in the usual and regular course of its business, may be made upon terms and conditions and for consideration, that may consist in whole or in part of cash or other property, including shares, obligations or other securities of another foreign or domestic corporation, as authorized in (b) of this section.

(b) A sale, lease, exchange, or other disposition shall be recommended to the shareholders by resolution approved by the board and submitted to a vote of the shareholders at a regular or special meeting. Written notice shall be given to each shareholder of record of the corporation, whether or not the shares have voting rights under the articles of the corporation, not less than 20 days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders. Whether the meeting is an annual or special meeting the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed sale, lease, exchange, or other disposition, and include a copy of AS 10.06.574  10.06.576, concerning the rights of a dissenting shareholder.
Alaska Stat. § 10.20.021 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.021
Corporate name.
Status: reserved

(a) The name of a corporation may not contain a word or phrase that indicates or implies that it is organized for a purpose other than one or more of the purposes contained in the articles of incorporation of the corporation.

(b) The name of the corporation must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations under AS 44.62 (Administrative Procedure Act) to implement this subsection. In this subsection, organized entity and reserved or registered name have the meanings given in AS 10.35.040 .
Alaska Stat. § 10.15.430 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.430
Filing of articles.
Status: in_force

Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner, who, upon finding the articles conform to law, shall, when all fees and charges prescribed in this chapter have been paid, (1) endorse on each duplicate original the word filed and the date of the filing;

(2) file one of the duplicate originals in the commissioner's office;

(3) issue and deliver to the surviving or new cooperative or to its representative, a certificate of merger or a certificate of consolidation to which the commissioner shall affix the other duplicate original, and the merger or consolidation is effective upon the issuance of the certificate.
Alaska Stat. § 10.06.145 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.145
Renewal of registered name.
Status: in_force

A corporation that has registered its corporate name may renew the registration each year by (1) filing an application for renewal setting out the facts required in an original application for registration; (2) filing a certificate of good standing required for an original registration; and (3) paying a fee established by the department by regulation. An application for renewal shall be filed between October 1 and December 31 in each year. The renewal extends the registration for the following calendar year.
Alaska Stat. § 10.50.430 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.430
Articles of dissolution.
Status: in_force

After the dissolution of a limited liability company under AS 10.50.400 , the limited liability company may file articles of dissolution with the department. The articles must state (1) the name of the company;

(2) the date of filing of the company's articles of organization and of any amendments to the articles of organization;

(3) the reason for filing the articles of dissolution;

(4) the effective date, which must be a specific date, of the articles of dissolution if the articles of dissolution are not to be effective when filed; and

(5) other information determined appropriate by the members or managers filing the articles.
Alaska Stat. § 10.06.840 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.840
Fees for certified copies of documents.
Status: in_force

The fee for furnishing a certified copy of a document shall be established by the department by regulation.
Alaska Stat. § 10.25.450 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.450
Directors, officers, or members as notaries.
Status: in_force

A person authorized to take acknowledgments under the laws of this state is not disqualified from taking acknowledgments of instruments to which a cooperative is a party because the person is an officer, director, or member of the cooperative.
Alaska Stat. § 10.50.670 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.670
Effect of cancellation of registration.
Status: in_force

The cancellation of a registration under this chapter does not terminate the authority of the commissioner to accept service of process on the foreign limited liability company with respect to causes of action arising out of the company's conduct of affairs in this state.
Alaska Stat. § 10.13.050 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.050
Criteria for directors, officers, and controlling persons.
Status: in_force

(a) A license may only be issued if the department determines that each director, officer, and controlling person of the applicant is (1) of good character and sound financial standing;

(2) competent to perform the director's or officer's functions for the applicant; and

(3) when considered collectively with the other directors, officers, and controlling persons, adequate to manage the business of the applicant as a BIDCO.

(b) The department may determine that a director, officer, or controlling person of an applicant is not of good character. Bases the department may use to make that determination include proof that the director, officer, or controlling person, or a director or officer of a controlling person has (1) had an administrative sanction imposed under 31 U.S.C. 3801  3812 (Program Fraud Civil Remedies Act of 1986) for an offense under 15 U.S.C. 645; or

(2) been convicted of a crime involving fraud or dishonesty, including a conviction for an offense under 15 U.S.C. 645; in this paragraph, conviction includes a conviction based on a guilty plea or plea of nolo contendere.
Alaska Stat. § 10.06.743 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.743
Revocation of certificate of authority.
Status: in_force

A certificate of authority of a foreign corporation to transact business in this state may be revoked by the commissioner when (1) the corporation fails to file its biennial report within the time required by this chapter, or fails to pay fees, corporation taxes, or penalties prescribed in this chapter when they are due and payable;

(2) the corporation fails to appoint and maintain a registered agent in this state;

(3) the corporation fails, after change of its registered office or registered agent, to file with the commissioner a statement of the change as required by this chapter;

(4) the corporation fails to file with the department an amendment to its articles of merger within the time prescribed by this chapter;

(5) a misrepresentation of a material matter has been made in an application, report, affidavit, or other document submitted under this chapter; or

(6) the corporation is a party to an illegal combination in restraint of trade.
Alaska Stat. § 10.30.120 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.120
Purpose of cemetery lots sold; exemptions.
Status: in_force

Cemetery lots sold by a cemetery association or a nonprofit cemetery corporation are for the sole purpose of interment and are exempt from taxation, execution, attachment, or any other claim, lien, or process, if used exclusively for burial purposes without an intention to obtain a profit.
Alaska Stat. § 10.06.532 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.532
Procedure for merger.
Status: in_force

A plan of merger approved by a resolution of the board of each corporation shall be proposed setting out (1) the names of the corporations proposing to merge and the name of the surviving corporation into which they propose to merge;

(2) the terms and conditions of the proposed merger;

(3) the manner and basis of converting the shares of each merging corporation into shares or other securities or obligations of the surviving corporation;

(4) a statement of changes in the articles of incorporation of the surviving corporation caused by the merger; and

(5) other provisions of the merger considered necessary or desirable.
Alaska Stat. § 10.20.116 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.116
Place and notice of directors' meetings.
Status: in_force

(a) Regular or special meetings of the board of directors may be held at a designated place, by remote communication, or at a designated place and by remote communication. The designated place may be inside or outside the state.

(b) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors shall be held after the notice which shall be prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted or the purpose of a regular or special meeting of the board of directors need not be specified in the notice of the meeting unless required by the bylaws.
Alaska Stat. § 10.13.490 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.490
Declaratory rulings.
Status: in_force

The department may provide to an interested person a declaratory ruling on a provision of this chapter.
Alaska Stat. § 10.10.210 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.210
Definitions.
Status: in_force

In this chapter, unless the context otherwise requires, (1) board of directors means the board of directors of the corporation created under this chapter;

(2) commissioner means the commissioner of commerce, community, and economic development;

(3) corporation means the Alaska Business and Industrial Development Corporation created under this chapter;

(4) financial institution means a banking corporation or trust company, savings and loan association, insurance company or related corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds;

(5) loan limit means for any member, the maximum amount permitted to be outstanding at one time on loans made by the member to the corporation, as determined under this chapter;

(6) member means a financial institution authorized to do business within this state that undertakes to lend money to a corporation created under this chapter, upon its call, and in accordance with this chapter.
Alaska Stat. § 10.15.065 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.065
No preemptive right to new issues.
Status: in_force

Shareholders have no preemptive right to purchase additional shares.