Alaska Stat. § 10.13.760 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.760
Removal, prohibition, and suspension orders in cases of indictment, binding over, or conviction.
Status: in_force

(a) If the department determines that a subject person of a licensee has been indicted by a grand jury or has been bound over for trial by a court for a crime involving dishonesty or breach of trust, and that the continuation of the person as a subject person of the licensee may threaten the interests of the licensee or may threaten to impair public confidence in the licensee, the department may issue an order suspending the person from the person's office, if any, with the licensee and prohibiting the person from further participating in any manner in the conduct of the business of the licensee until the person's charge has been disposed of.

(b) If the department determines that a subject person or former subject person of a licensee to whom an order was issued under (a) of this section, or another subject person of a licensee, has been convicted of a crime involving dishonesty or breach of trust, and that the continuation or resumption of the person as a subject person of the licensee may threaten the interests of the licensee, the department may issue an order suspending or removing the person from the person's office, if any, with the licensee and prohibiting the person from further participating in any manner in the conduct of the business of the licensee, except with the prior consent of the department.

(c) The failure to convict a subject person who is charged with a crime involving dishonesty or breach of trust does not prevent the department from issuing an order to the person under another provision of this chapter.

(d) In this section, office has the meaning given in AS 10.13.750 .
Alaska Stat. § 10.13.820 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.820
Receivership.
Status: in_force

(a) The department may apply to the superior court for the appointment of a receiver for a licensee, if the department determines that the licensee should be liquidated because (1) the licensee is insolvent;

(2) 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;

(3) the licensee has applied for an adjudication of bankruptcy, reorganization, arrangement, or other relief under a bankruptcy, reorganization, insolvency, or moratorium law;

(4) a person has applied for the relief described under (3) of this subsection against a licensee and the licensee has by an affirmative act approved of or consented to the action or the relief has been granted; or

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

(b) If a receiver is appointed under (a) of this section, the receiver shall liquidate the property and business of the licensee.
Alaska Stat. § 10.35.085 — AK Code / Title 10 / Chapter 10.35 / Section 10.35.085
Cancellation of filings.
Status: in_force

The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to business names.
Alaska Stat. § 10.20.540 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.540
Procedure not exclusive.
Status: in_force

Nothing in AS 10.20.525  10.20.535 limits or affects the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner.
Alaska Stat. § 10.06.424 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.424
Shareholder agreements.
Status: in_force

(a) The shareholders of a corporation may enter into an agreement among all the shareholders to impose restrictions on the transfer or registration of shares of the corporation to (1) maintain the corporation's status, including election of S corporation status under 26 U.S.C. (Internal Revenue Code), when the status depends on the number or identity of its shareholders; in this paragraph, S corporation has the meaning given in 26 U.S.C. 1361;

(2) preserve exemptions under federal or state securities laws;

(3) ensure that shareholders will be able to control who may participate in the corporation's business;

(4) ensure that shareholders who wish to retire will be able to liquidate their investments without disrupting corporate affairs;

(5) ensure that estates of deceased shareholders will be able to liquidate the decedents' shares in the corporation;

(6) obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;

(7) obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;

(8) require the corporation, the holder of any class of its shares, or another person, to approve the transfer of restricted shares, if the requirement is not manifestly unreasonable; and

(9) accomplish another reasonable purpose.

(b) The shareholders of a corporation may enter into an agreement among all of the shareholders to provide for the selection of directors and officers.

(c) The existence of a shareholders' agreement that is consistent with this section shall be noted conspicuously on the front or back of each stock certificate together with a statement indicating that the agreement, or a copy of the agreement, is on file at the principal office of the corporation and that the corporation will allow inspection of the agreement or furnish a copy of the agreement without charge. If the share has been issued under AS 10.06.349 without a certificate, a statement that discloses the existence of the shareholders' agreement shall be sent within a reasonable time to the shareholder.

(d) Shares issued before compliance with (c) of this section, if acquired by a person without knowledge of the shareholders' agreement, are not subject to the shareholders' agreement.

(e) A shareholders' agreement may not alter or waive AS 10.06.350 , 10.06.358, 10.06.360, 10.06.430, 10.06.438, 10.06.544, 10.06.570, 10.06.633, 10.06.648, or 10.06.653.

(f) In this section, shares includes a security that is convertible into shares or that carries a right to subscribe for or acquire shares.
Alaska Stat. § 10.15.545 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.545
Amount of license fee.
Status: in_force

The license fee of each cooperative shall be established by the department by regulation.
Alaska Stat. § 10.15.010 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.010
General powers.
Status: in_force

Each cooperative may (1) have perpetual succession unless a limited period of duration is stated in its articles;

(2) sue and be sued, complain and defend, in its corporate name;

(3) adopt a corporate seal and alter it, and use it by having it or a facsimile of it impressed, affixed, or reproduced;

(4) buy, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in, real or personal property, wherever situated;

(5) sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of its property and assets;

(6) buy, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in, shares or other interests in, or obligations of, other domestic or foreign cooperatives and corporations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, or its governmental district or municipality or instrumentality;

(7) make contracts and incur liabilities, borrow money at the rates of interest the cooperative determines, issue notes, bonds, certificates of indebtedness and other obligations, issue certificates representing equity interests in its assets, and secure its obligations by mortgage or pledge of its property, franchise and income;

(8) lend money for its corporation purposes, invest and reinvest its funds and take and hold real and personal property as security for the payment of funds loaned or invested;

(9) conduct business and affairs and have offices and exercise its powers in a state, territory, district or possession of the United States, or in a foreign country;

(10) elect or appoint officers and agents, and define their duties and fix their compensation;

(11) make and alter bylaws, consistent with its articles and the laws of the state, for the administration and regulation of its affairs;

(12) donate for the public welfare or for charitable, scientific or educational purposes;

(13) indemnify a director, officer or agent or former director, officer or agent, or a person who may have served at its request as a director or officer of another domestic or foreign cooperative of which it is a member, against expenses necessarily incurred in defense of a proceeding in which that person is a party because that person served as a director, officer or agent, but this paragraph does not apply to proceedings in which the director, officer or agent is adjudged liable for negligence or misconduct in the performance of duty, and indemnification under this paragraph is not exclusive of other rights to which the director, officer or agent may have been entitled;

(14) cease its activities and surrender its franchise;

(15) have and exercise all powers necessary or convenient to carry out the purposes for which the cooperative is organized.
Alaska Stat. § 10.50.675 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.675
Conducting affairs without registration.
Status: in_force

(a) A foreign limited liability company conducting affairs in this state may not maintain an action or other proceeding in a court of this state until it has registered in this state.

(b) The failure of a foreign limited liability company to register in this state does not (1) impair the validity of a contract or act of the company;

(2) affect the right of another party to a contract of the company to maintain an action or proceeding on the contract; or

(3) prevent the company from defending an action or other proceeding in a court of this state.
Alaska Stat. § 10.15.040 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.040
Defense of ultra vires.
Status: in_force

An act or a transfer of property to or by a cooperative is not invalid because it is in excess of the cooperative's power to do the act or make or receive the transfer, except that the lack of power may be asserted in a proceeding by (1) a member, shareholder or director against the cooperative to enjoin an act or transfer of property to or by the cooperative; 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 cooperative is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it considers it equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the cooperative or to the other parties to the contract compensation for the loss or damage sustained by either of them resulting from the action of the court in setting aside and enjoining the performance of the contract; but the court may not award anticipated profits to be derived from the performance of the contract as a loss or damage sustained;

(2) a cooperative, its legal representative, or through its members or shareholders in a representative suit, against the officers or directors or former officers and directors of the cooperative;

(3) the attorney general against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business.
Alaska Stat. § 10.06.775 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.775
Organic change of foreign corporation.
Status: in_force

If a foreign corporation authorized to transact business in this state is a party to an organic change permitted by the laws of the state or country where it is incorporated, and the corporation is the surviving corporation, it shall, within 30 days after the change becomes effective, file with the commissioner a copy of the articles of merger, consolidation, exchange, or reorganization authenticated by the proper office of the state or country under whose laws the organic change was carried out. It is not necessary for the corporation to obtain a new or amended certificate of authority to transact business in this state unless the name of the corporation is changed or unless the corporation desires to pursue in this state other or additional purposes than those that it is authorized to transact in this state.
Alaska Stat. § 10.06.485 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.485
Loans to directors, officers, and employees.
Status: in_force

(a) A loan may not be extended to an officer or employee without authorization by the board. A loan may not be extended to a director without the approval of two-thirds of the voting shares. An employee or officer who is also a director is considered a director for purposes of this section. A shareholder is not disqualified from voting on a loan to a shareholder as a director because of personal interest.

(b) A loan to a director, officer, or employee and a loan secured by the shares of the corporation may not be made unless the loan would be permissible as a distribution under AS 10.06.358  10.06.365. A loan under this subsection impairs the retained earnings or paid-in capital accounts to the extent of the loan.

(c) For purposes of this section, a loan may consist of cash, securities, or personal or real property.

(d) If a corporation acts as a guarantor on a loan to a director, officer, or employee, the guarantee is treated as a loan under this section.

(e) A director, officer, or employee of an affiliate corporation is a director, officer, or employee of the lending corporation for purposes of this section.

(f) A loan is to be judged by the duties of directors and officers to act in good faith in a manner reasonably believed to be in the best interests of the corporation and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances.
Alaska Stat. § 10.25.300 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.300
Articles of conversion: contents and use as articles of incorporation.
Status: in_force

(a) The articles of conversion must recite that they are executed under this chapter and must state (1) the name of the corporation and the address of its principal office prior to its conversion into a cooperative;

(2) the statute or statutes under which it was organized;

(3) a statement that the corporation elects to become a cooperative, nonprofit, membership corporation subject to this chapter;

(4) its name as a cooperative;

(5) the address of the principal office of the cooperative;

(6) the names and addresses of the directors of the cooperative;

(7) the manner in which members, stockholders, or incorporators of the corporation are to become members of the cooperative.

(b) The articles of conversion may contain provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business of the cooperative.

(c) The presiding officer executing the articles of conversion shall make and annex to it an affidavit stating that the provisions of this section were complied with regarding the articles. The articles of conversion are the articles of incorporation of the cooperative.

Article 3. Dissolution.
Alaska Stat. § 10.50.750 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.750
Biennial report required.
Status: in_force

A limited liability company and a foreign limited liability company conducting affairs in this state shall file a biennial report within the time established by this chapter.
Alaska Stat. § 10.06.778 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.778
Withdrawal of foreign corporation.
Status: in_force

A foreign corporation authorized to transact business in this state may withdraw from this state upon obtaining from the commissioner a certificate of withdrawal. To obtain a certificate of withdrawal, the foreign corporation shall deliver to the commissioner an application for withdrawal.
Alaska Stat. § 10.50.565 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.565
Conversion or exchange of interests at merger or consolidation.
Status: in_force

(a) Upon a merger or consolidation, the limited liability company interests that are to be converted or exchanged into interests, cash, obligations, or other property under the terms of a merger or consolidation agreement are converted as provided by the merger or consolidation agreement.

(b) Upon a merger or consolidation, the former holders of interests converted under (a) of this section have the rights provided in the merger or consolidation agreement or otherwise provided by law.
Alaska Stat. § 10.06.805 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.805
Biennial report of domestic and foreign corporations.
Status: in_force

A domestic corporation and a foreign corporation authorized to transact business in this state shall file a biennial report within the time prescribed by this chapter.
Alaska Stat. § 10.15.085 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.085
Subscription for shares.
Status: in_force

A subscription for shares of a cooperative is irrevocable for six months unless otherwise provided by the subscription agreement, or unless all subscribers consent to the revocation.
Alaska Stat. § 10.15.075 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.075
Manner of voting by shareholders.
Status: in_force

AS 10.06.420 relating to voting of shares in business corporations applies to shareholders of cooperatives and shares of the capital stock of cooperatives other than membership stock.
Alaska Stat. § 10.13.090 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.090
Transfer or assignment of license prohibited.
Status: in_force

A licensee may not transfer or assign its license.
Alaska Stat. § 10.06.170 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.170
Change by agent or resignation of agent.
Status: in_force

(a) A registered agent of a domestic or foreign corporation may change the location of the agent's office from one address to another in this state. The agent may change the registered office for each corporation for which the person is acting as registered agent by filing in the office of the commissioner a statement setting out (1) the name of the agent; (2) the address of the agent's office before change; (3) the address to which the office is changed; and (4) a list of corporations for which the person is the registered agent. The statement shall be executed by the registered agent in the individual name of the agent or, if the agent is a corporation, it shall be executed by its president or a vice-president. The statement shall be delivered to the commissioner and, if the commissioner finds that the statement complies with this chapter, the commissioner shall file it in the commissioner's office. The change becomes effective when the statement is filed.

(b) A registered agent may resign by filing a written notice and an exact copy of the notice with the commissioner. The written notice of resignation shall set out the latest address of the principal office of the corporation and the names, addresses, and titles of the most recent officers of the corporation known by the agent. The commissioner shall immediately mail a copy of the notice to the corporation at its principal office. The resignation becomes effective 30 days after the filing of the written notice, unless the corporation sooner appoints a successor registered agent, as provided in AS 10.06.165 .
Alaska Stat. § 10.15.210 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.210
Security for costs.
Status: in_force

In an action brought in the right of a cooperative by fewer than three percent of the members or by holders of less than three percent of an outstanding class of stock, the defendants may require the plaintiff to give security for the reasonable expenses of defending the action, including attorney fees. The amount of the security may be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive.
Alaska Stat. § 10.45.240 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.240
Applicability of Alaska Corporations Code and Alaska Entity Transactions Act.
Status: in_force

The Alaska Corporations Code, including the provision in AS 10.06.595 that allows, with exceptions, corporations to enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act), is applicable to professional corporations, and they enjoy the powers and privileges and are subject to the duties, restrictions, and liabilities of other corporations, except when inconsistent with this chapter. This chapter takes precedence in the event of a conflict with provisions of the Alaska Corporations Code or other laws.
Alaska Stat. § 10.20.690 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.690
Waiver of notice.
Status: in_force

When notice is required to be given to a member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, 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. § 10.20.011 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.011
General powers.
Status: in_force

A corporation may (1) have perpetual succession by its corporate name unless its duration is limited by its articles of incorporation;

(2) sue and be sued, complain and defend, in its corporate name;

(3) adopt and use a corporate seal or a facsimile thereof, which may be altered at pleasure, and which may be impressed or affixed or in any manner reproduced;

(4) purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest in the property, wherever situated;

(5) sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets;

(6) lend money to its employees other than its officers and directors and otherwise assist its employees, officers and directors;

(7) purchase, take, receive, subscribe to, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(8) make contracts, incur liabilities, borrow money at rates of interests the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income;

(9) lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

(10) transact its business, carry on its operations, have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States, or in any foreign country;

(11) elect or appoint officers and agents of the corporation, who may be directors or members, define their duties and fix their compensation;

(12) make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of the state, for the administration and regulation of the affairs of the corporation;

(13) make donations for public welfare or for charitable, scientific or educational purposes; and in time of war make donations in aid of war activities;

(14) indemnify a director, officer or former director or officer of the corporation, or a person who has served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by that person in connection with the defense of any action, suit or proceeding, civil or criminal, in which that person is made a party by reason of being or having been a director or officer, except in relation to matters in which that person was adjudged, in the action, suit or proceeding, to be liable for negligence or misconduct in the performance of corporate duties; and to make any other indemnification authorized by the articles of incorporation or bylaws, or resolution adopted after notice by the members entitled to vote;

(15) pay pensions and establish pension plans or pension trusts for its directors, officers and employees;

(16) cease its corporate activities and surrender its corporate franchise;

(17) have and exercise all powers necessary or convenient to effect the purposes for which the corporation is organized.
Alaska Stat. § 10.20.435 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.435
Decree of involuntary dissolution.
Status: in_force

In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of the proceeding and the debts, obligations, and liabilities of the corporation have been paid and discharged or when the remaining property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied to their payment, the court shall enter a decree dissolving the corporation. Upon entry of the decree, the existence of the corporation ceases.
Alaska Stat. § 10.50.225 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.225
Other events terminating membership.
Status: in_force

(a) Unless otherwise provided in writing in an operating agreement of the company or authorized by the written consent of all of the members of the company at the time, a person's membership in a limited liability company terminates when the person (1) makes an assignment for the benefit of creditors;

(2) files a voluntary petition in bankruptcy;

(3) is adjudicated a bankrupt or insolvent;

(4) files a petition or answer seeking for the person a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under law;

(5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in a proceeding in the nature of (1)  (4) of this subsection; or

(6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or a substantial part of the person's property.

(b) Unless otherwise provided in writing in an operating agreement of the company or consented to in writing by all of the members of the company at the time, a person's membership in a limited liability company terminates when (1) a proceeding against the person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief is not dismissed within 120 days after the commencement of the proceeding; or

(2) an appointment, without the person's consent, of a trustee, receiver, or liquidator of the person or of all or a substantial part of the person's property is not vacated or stayed within 120 days after the appointment or after the expiration of the stay.

(c) The members of a limited liability company may provide in writing in an operating agreement that other events terminate a membership.
Alaska Stat. § 10.50.305 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.305
Restrictions on distributions.
Status: in_force

(a) A distribution may not be made by a limited liability company if, after giving effect to the distribution, (1) the company would not be able to pay its debts as they become due in the usual course of conducting its affairs; or

(2) the limited liability company's assets would be less than the sum of its liabilities plus, unless otherwise provided in an operating agreement, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other members upon dissolution that are superior to the rights of the member receiving the distribution.

(b) A limited liability company may base a determination that a distribution is not prohibited under (a) of this section on (1) financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or

(2) a fair valuation or other method that is reasonable under the circumstances.

(c) Except as provided in (e) of this section, the effect of a distribution in accordance with (a) of this section is measured as of the date (1) the distribution is authorized if the payment occurs within 120 days after the date of authorization; or

(2) payment is made if the payment occurs more than 120 days after the date of authorization.

(d) If the terms of an indebtedness provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distribution, is not a liability for purposes of determinations made under (b) of this section.

(e) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, and the effect of the distribution is measured on the date the payment is actually made.
Alaska Stat. § 10.50.655 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.655
Authority to cancel registration.
Status: in_force

A foreign limited liability company registered in this state may cancel its registration by filing an application for cancellation with the department.
Alaska Stat. § 10.15.425 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.425
Contents of articles.
Status: in_force

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

(2) the date of adoption of the plan;

(3) as to each cooperative, the number of member votes cast for and against the plan;

(4) as to each cooperative, the number, if any, of shareholders, the number of shareholder votes entitled to be voted on the plan, and the number of shareholder votes cast for and against the plan.
Alaska Stat. § 10.50.135 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.135
Duty of care.
Status: in_force

(a) A person who is a manager or a managing member of a limited liability company shall perform the duties of management in good faith, in a manner the person reasonably believes to be in the best interests of the company, and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (b) of this section, the person is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (1) an employee of the company whom the person reasonably believes to be reliable and competent in the matters presented; or

(2) counsel, public accountants, or other professionals or experts as to matters that the person reasonably believes to be within the professional's or expert's competence.

(b) A person is not acting in good faith under (a) of this section if the person has knowledge concerning the matter in question that makes reliance otherwise permitted by (a) of this section unwarranted.
Alaska Stat. § 10.50.755 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.755
Contents of biennial report.
Status: in_force

A biennial report must set out (1) the name of the company and the state or country where it is organized;

(2) the address of the registered office of the company in this state, and the name of its registered agent in this state at that address, and, in the case of a foreign limited liability company, the address of its principal office in the state or country where it is organized;

(3) 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;

(4) 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.
Alaska Stat. § 10.20.565 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.565
Contents of application for withdrawal.
Status: in_force

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

(2) that the corporation is not transacting business in the state;

(3) that the corporation surrenders its authority to transact business in the state;

(4) that the corporation revokes the authority of its registered agent in the state to accept service of process and consents that service of process in an action, suit, or proceeding based upon a cause of action arising in the state during the time the corporation was authorized to transact business in the state may be made on the corporation by service on the commissioner;

(5) a post office address to which the commissioner may mail a copy of a process against the corporation that may be served on the commissioner;

(6) additional information necessary or appropriate to enable the commissioner to determine and assess unpaid fees payable as prescribed in this chapter.
Alaska Stat. § 10.06.961 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.961
Distributions by Native corporations to minors in the custody of a state.
Status: in_force

(a) Notwithstanding AS 13.46.085 or the appointment of a guardian of the property of the child under AS 47.10.010 , when a child who is in the custody of this state under AS 47.10 or a minor who is in the custody of this state under AS 47.12 or of another state under a provision similar to AS 47.10 or AS 47.12 becomes entitled to receive dividends or other distributions resulting from the ownership of stock or a membership in a corporation organized under this chapter and under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act), the corporation paying the dividends or making the other distributions shall retain the dividends and other distributions in an interest bearing account for the benefit of the child or minor during the state custody.

(b) The corporation may not spend, obligate, or otherwise use the property held in an account established under (a) of this section unless the use is approved by a court.

(c) Upon presentation of proof of entitlement by the person entitled to distribution, the corporation shall distribute the property remaining in an account established under (a) of this section to the (1) minor when the minor reaches the age of 18 years, whether or not the minor is still in the state custody;

(2) legal guardian of the minor, when the state custody terminates while the minor is less than 18 years of age;

(3) minor's heirs if the minor dies before the distribution.

(d) The retention and distribution of dividends and distributions under this section is not subject to AS 13.46 .

(e) In this section, minor means a person under 18 years of age.
Alaska Stat. § 10.45.500 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.500
Definitions.
Status: in_force

In this chapter, (1) employee means a licensed person employed by a professional corporation to render the type of professional service for which the corporation was organized;

(2) professional corporation means a corporation organized under this chapter to render a professional service;

(3) professional person means a person licensed to render a professional service;

(4) professional service means a type of highly skilled, technical, and specialized personal service rendered to the public by persons licensed by the state;

(5) regulatory board means an agency of the state having jurisdiction to grant a license to render professional service.
Alaska Stat. § 10.15.370 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.370
Procedure for adopting amendments.
Status: in_force

(a) An amendment to the articles shall be made in the manner set out in this section.

(b) The board shall adopt a resolution setting forth the proposed amendment and directing it to be submitted to a vote at an annual or special meeting of the members of the cooperative.

(c) Written notice setting out the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each member of record within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed amendment or the summary may be included in the notice of the annual meeting.

(d) At the meeting the members shall vote on the proposed amendment. The proposed amendment is adopted if it receives the affirmative vote of a majority of the member votes cast. If shareholders are entitled by this chapter to vote on the proposed amendment, the proposed amendment is adopted if it receives the approval of shareholders as specified in this chapter, as well as the affirmative vote of a majority of member votes cast. Any number of amendments may be submitted to the members and voted upon by them at one meeting.
Alaska Stat. § 10.50.330 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.330
Time for interim distributions.
Status: in_force

A member of a limited liability company is entitled to receive interim distributions under AS 10.50.295  10.50.300 at the times or upon the happening of the events specified in an operating agreement of the company, or at the times determined by the members or managers under AS 10.50.150 .
Alaska Stat. § 10.06.823 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.823
Failure or refusal to answer interrogatories; filing of related documents.
Status: in_force

Unless otherwise provided by an order of court issued in response to a petition filed under AS 10.06.818 (d), (1) a domestic or foreign corporation and each officer or director of a domestic or foreign corporation that fails or refuses to answer truthfully and fully interrogatories propounded by the commissioner within the time prescribed by AS 10.06.818 (c) is guilty of a class A misdemeanor; and

(2) the commissioner need not file a document to which the interrogatories relate until the interrogatories are properly answered and need not file a document to which the interrogatories relate if the answers disclose that the document does not conform to the provisions of this chapter.
Alaska Stat. § 10.06.968 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.968
Signature.
Status: in_force

Signature includes a mark when the signer cannot write. The signer's name shall be written near the mark by a witness who shall write the witness' own name near the signer's name. A signature by mark can be acknowledged or can serve as a signature to a sworn statement.
Alaska Stat. § 10.06.950 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.950
Powers of commissioner.
Status: in_force

The commissioner has the power and authority reasonably necessary to enable the commissioner to administer this chapter and to perform the duties imposed upon the commissioner by this chapter.
Alaska Stat. § 10.50.070 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.070
Organizers.
Status: in_force

One or more persons may organize a limited liability company by signing articles of organization and delivering the signed articles to the department for filing. A person who organizes a limited liability company may be a person who is not a member of the company when the company is organized or after the company is organized.
Alaska Stat. § 10.15.455 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.455
Definitions.
Status: in_force

In AS 10.15.400  10.15.455, (1) new cooperative means the new cooperative provided for in the plan of consolidation;

(2) surviving cooperative means the cooperative designated in the plan of merger as the surviving cooperative.

Article 5. Dissolution.
Alaska Stat. § 10.20.365 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.365
Action by creditor for liquidation.
Status: in_force

(a) In an action by a creditor, the superior court may liquidate the assets and business of a corporation when (1) the claim of the creditor has been reduced to judgment and an execution on the judgment has been returned unsatisfied and it is established that the corporation is insolvent; or

(2) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent.

(b) In this section insolvent means inability of a corporation to pay its debts as they become due in the usual course of its business.
Alaska Stat. § 10.30.060 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.060
Power to acquire and dispose of lands, and exemption from execution, taxation, and public appropriation.
Status: in_force

A cemetery association or nonprofit cemetery corporation may buy or take by gift or devise, and hold, land not exceeding 80 acres, for the sole purpose of a cemetery. The land is exempt from execution, and from any appropriation to public purposes, and from taxation if intended to be used exclusively for burial purposes and in no way for the profit of the members or trustees of the association or the directors, officers, or employees of the corporation.
Alaska Stat. § 10.06.330 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.330
Payment of subscription for shares.
Status: in_force

Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at the time or in installments as determined by the board. A call made by the board for payment on subscriptions shall be uniform for shares of the same class or shares of the same series.
Alaska Stat. § 10.15.090 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.090
Limitation of liability of members.
Status: in_force

Except for a debt lawfully contracted between a member and the cooperative, a member is not liable for the debts of the cooperative in an amount exceeding the sum remaining unpaid on the member's subscription for shares of the cooperative, and the sum remaining unpaid on the member's membership fee if a fee is required by the cooperative.
Alaska Stat. § 10.45.030 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.030
Who may render professional service.
Status: in_force

A professional corporation incorporated under this chapter may not render professional services except through the persons who are licensed within the state to render the same type of professional services as the corporation and who are its shareholders, directors, officers, employees, or agents.
Alaska Stat. § 10.15.435 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.435
Effect of merger or consolidation.
Status: in_force

When the merger or consolidation is effective (1) the several cooperatives which are parties to the plan of merger or consolidation shall be a single cooperative, which, in case of a merger, shall be that cooperative designated in the plan of merger as the surviving cooperative, and, in the case of a consolidation, shall be the new cooperative provided for in the plan of consolidation;

(2) the separate existence of all cooperatives which are parties to the plan of merger or consolidation, except the surviving or new cooperative, ceases;

(3) the surviving or new cooperative possesses all the rights, privileges, immunities and franchises of a public or a private nature of each of the merging or consolidating cooperatives; and all property, real, personal and mixed, all debts due on whatever account, including subscriptions to shares, all other choses in action, and all and every other interest, of or belonging to or due to each of the cooperatives merged or consolidated are transferred to and vested in the single cooperative without further act or deed; and the title to real estate or any interest in real estate vested in the cooperatives does not revert or is not in any way impaired by reason of the merger or consolidation;

(4) the surviving or new cooperative is thereafter responsible and liable for the liabilities and obligations of each of the cooperatives merged or consolidated; and any existing claim or pending action or proceeding by or against the cooperatives may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new cooperative may be substituted in its place; and the rights of creditors and liens upon the property of a cooperative are not impaired by the merger or consolidation;

(5) in the case of a merger, the articles of the surviving cooperative are considered amended to the extent, if any, that changes in its articles are stated in the plan of merger; and in case of a consolidation, the statements set forth in the articles of consolidation which are required or permitted to be set forth in the articles of cooperatives organized under this chapter are considered the original articles of the new cooperative.
Alaska Stat. § 10.50.530 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.530
Equivalent to articles of dissolution.
Status: in_force

Articles of merger or consolidation constitute articles of dissolution for a limited liability company that is not the surviving or resulting limited liability company in the merger or consolidation.
Alaska Stat. § 10.06.638 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.638
Commencement of commissioner's action; notice; default.
Status: in_force

(a) An action for the involuntary dissolution of a corporation under AS 10.06.635 shall be commenced by the commissioner in the superior court.

(b) Summons shall issue and be served as in civil actions. If no registered agent or office is found to serve, the commissioner shall publish notice as in civil cases in a newspaper published in the judicial district where the registered office of the corporation is situated, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The commissioner may include in one notice the names of any number of corporations against which actions are pending in the same court.

(c) The commissioner shall mail a copy of the notice to an office of the corporation, if one is known, within 10 days after the first publication of the notice.

(d) Notice shall be published at least once each week for two successive weeks, and the first publication may begin after the summons has been returned.

(e) Unless a corporation is served with summons, a default may not be taken against the corporation earlier than 30 days after the first publication of notice.
Alaska Stat. § 10.06.753 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.753
Registered office and registered agent of foreign corporation.
Status: in_force

A foreign corporation authorized to transact business in this state shall have and continuously maintain in the state a registered (1) office that may be, but need not be, the same as its place of business 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, or a domestic corporation, or a foreign corporation authorized to transact business in this state, that has a business office identical to the registered office.
Alaska Stat. § 10.06.558 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.558
Filing of articles of merger of subsidiary corporation.
Status: in_force

An original and an exact copy of the articles of merger of a subsidiary corporation shall be delivered to the commissioner for processing according to AS 10.06.910 and for the issuance of a certificate of merger.
Alaska Stat. § 10.15.335 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.335
Procedure for incorporation.
Status: in_force

Three or more natural persons at least 19 years of age may act as incorporators of a cooperative by signing and delivering articles for the cooperative in duplicate to the commissioner.
Alaska Stat. § 10.50.690 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.690
Liability for fees and penalties.
Status: in_force

A foreign limited liability company that conducts affairs in this state without registration is liable to the department for the following fees and penalties for the full or partial years when it conducts affairs in this state without registration: (1) the fees that would have been imposed by this chapter on the company if the company had been registered under this chapter; or

(2) the penalties imposed by this chapter.
Alaska Stat. § 10.06.415 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.415
Quorum of shareholders.
Status: in_force

(a) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person, by remote communication, or by proxy, constitutes a quorum at a meeting of shareholders, but in no event may a quorum consist of less than one-third of the shares entitled to vote at the meeting. If a quorum is present, the affirmative vote of the majority of shares represented at the meeting and entitled to vote on the subject matter is the act of the shareholders, unless the vote of a greater number or voting by classes is required by this chapter, the articles of incorporation, or the bylaws.

(b) Shareholders present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken other than adjournment is approved by at least a majority of shares required to constitute a quorum.
Alaska Stat. § 10.20.680 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.680
Use of forms furnished by the commissioner.
Status: in_force

All reports required by this chapter to be filed with the department or the commissioner must be on forms prescribed and furnished by the commissioner. Forms for all other documents to be filed in the office of the department or the commissioner shall be furnished by the commissioner on request, but their use, unless required in this chapter, is not mandatory.
Alaska Stat. § 10.25.560 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.560
Manner of computing telephone cooperative gross revenue.
Status: in_force

Gross revenue of a telephone cooperative includes all revenue earned from local and toll services.
Alaska Stat. § 10.15.485 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.485
Execution and content of statement of revocation of voluntary dissolution proceedings.
Status: in_force

Upon the adoption of the resolution of revocation, a statement of revocation of voluntary dissolution proceedings shall be executed in duplicate by the cooperative by its president or a vice-president and its secretary or an assistant secretary and must set out a copy of the adopted resolution and other pertinent information as required by AS 10.15.460 and 10.15.465 to be set out in a statement of intent to dissolve.
Alaska Stat. § 10.50.605 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.605
Registration required.
Status: in_force

Before conducting affairs in this state, a foreign limited liability company shall register with the department. To register, the company shall deliver to the department an application for registration as a foreign limited liability company.
Alaska Stat. § 10.50.355 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.355
Transfer of property.
Status: in_force

(a) Except as provided in (b) of this section, a limited liability company may transfer the property of the company if the company uses an instrument of transfer signed by a member of the company in the name of the company.

(b) If the company is managed by a manager, (1) title to limited liability company property may be transferred by an instrument of transfer signed by a manager of the company in the name of the company; and

(2) a member, solely by reason of being a member, does not have the authority to transfer the property of the company.
Alaska Stat. § 10.55.205 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.205
Statement of merger; effective date.
Status: in_force

(a) A statement of merger shall be signed on behalf of each merging entity and filed with the department.

(b) A statement of merger must contain (1) the name, jurisdiction of organization, and type of each merging entity that is not the surviving entity;

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

(3) if the statement of merger 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) a statement that the merger was approved by each domestic merging entity, if any, in accordance with AS 10.55.201  10.55.206 and by each foreign merging entity, if any, in accordance with the law of the foreign merging entity's jurisdiction of organization;

(5) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to the surviving entity's public organic document approved as part of the plan of merger;

(6) if the surviving entity is created by the merger and is a domestic filing entity, the surviving entity's public organic document, as an attachment;

(7) if the surviving entity is created by the merger and is a domestic limited liability partnership, the surviving entity's statement of qualification, as an attachment; and

(8) if the surviving 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 10.55.206 (e).

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

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

(f) A statement of merger becomes effective on the date and time of filing or the later date and time specified in the statement of merger under (b)(3) of this section.
Alaska Stat. § 10.15.195 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.195
Voting requirements of articles.
Status: in_force

If the articles require the vote of a greater proportion of the members or shareholders than required by this chapter, the articles control.
Alaska Stat. § 10.06.576 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.576
Procedures relating to the exercise of a shareholder's right to dissent; completion of corporate action; notice of election; treatment of shares.
Status: in_force

(a) A shareholder electing to exercise a right to dissent shall file with the corporation, before or at the meeting of shareholders at which the proposed corporate action is submitted to a vote, a written objection to the proposed corporate action. The objection must include a notice of election to dissent, the shareholder's name and residence address, the number and classes of shares as to which the shareholder dissents, and a demand for payment of the fair value of the shares if the action is taken. A shareholder to whom the corporation did not give notice of the meeting in accordance with this chapter is not required to make the objection provided in this section.

(b) Within 10 days after the shareholders' vote authorizing the action, the corporation shall given written notice of the authorization to each shareholder who filed written objection or from whom written objection was not required. The corporation may consider that a shareholder who voted for the proposed action has elected not to enforce a right of dissent under this chapter, and need not give notice to the shareholder.

(c) Within 20 days after notice has been given under (b) of this section, a shareholder from whom written objection was not required under (a) of this section and who elects to dissent shall file with the corporation a written notice of the election, stating the shareholder's name and residence address, the number and classes of shares as to which the shareholder dissents, and a demand for payment of the fair value of the shares. A shareholder who elects to dissent from a merger under AS 10.06.532 , a consolidation under AS 10.06.534 , a share exchange under AS 10.06.540 , a transaction authorized under AS 10.06.562 , or a sale of assets under AS 10.06.568 shall file a written notice of the election to dissent within 20 days after the merger plan, consolidation plan, share exchange plan, or sale of assets resolution has been mailed to the shareholder.

(d) A merger, consolidation, or exchange is considered completed within the meaning of this chapter on the effective date determined in accordance with AS 10.06.560 ; a transaction under AS 10.06.568 is completed within the meaning of this chapter when the corporation has received the consideration specified in the board resolution that was submitted to the shareholders in accordance with that section.

(e) Upon completion of the corporation action, the shareholder shall cease to have the rights of a shareholder except the right to be paid the fair value of the shares as to which the dissenter's rights were perfected under this chapter. A notice of election may be withdrawn by the shareholder at any time before an acceptance under AS 10.06.578 (f), but in no case later than 60 days from the date of completion of the corporate action, except that the time for withdrawing a notice of election shall be extended for 60 days from the date an offer is made, if the corporation fails to make a timely offer under AS 10.06.578 . After the time for withdrawal has expired, withdrawal of a notice of election requires the written consent of the corporation. In order to be effective, withdrawal of a notice of election must be accompanied by the return to the corporation of an advance payment made to the shareholder as provided in AS 10.06.578 . If a notice of election is withdrawn, if the corporate action is rescinded, if a court determines that the shareholder is not entitled to the right to dissent, or if the shareholder otherwise loses the right to dissent, the shareholder shall not have the right to receive payment for the shares and shall be reinstated to all rights as a shareholder that were effective on the date of the completion of the corporate action. The rights to which the shareholder is reinstated include intervening preemptive rights and the right to payment of an intervening dividend or other distribution. If an intervening right has expired or if a dividend or distribution that is not in cash has been completed, the corporation may elect to pay the shareholder the fair value of the shares in cash at the value, as determined by the board, at the time of the expiration or completion. The election to pay the value in cash shall be without prejudice to a corporate proceeding that has occurred in the interim.

(f) At the time of filing the notice of election to dissent, or within 30 days after the shareholder has filed the notice, the shareholder shall submit to the corporation, or to its transfer agent, the certificates representing the shares for which payment is claimed, if certificates have been issued. The corporation or its transfer agent shall note conspicuously on the certificates, or on a separate document if certificates have not been issued for the shares, that a notice of election has been filed, and shall return the certificates or the separate document to the shareholder or to the person who submitted them on the shareholder's behalf. Unless a court, for good cause shown, otherwise directs, a shareholder who fails to comply with this subsection loses the right to dissent granted by this chapter, if the corporation gives written notice that the right to dissent will be lost to the shareholder within 45 days from the date that the shareholder filed the notice of election to dissent. If the corporation fails to exercise this notice option in a timely manner, the shareholder retains the right to dissent granted by this chapter.

(g) When a share of a dissenting shareholder under (f) of this section is transferred, the new certificate must bear a notation similar to that made under (f) of this section and state the name of the original dissenting holder of the shares, or, if the share is an uncertificated share, the corporation must give the transferee a written notice stating that a notice of election to dissent has been filed and giving the name of the original dissenting holder. A transferee acquires only the rights in the corporation that the original dissenting shareholder had at the time of transfer.
Alaska Stat. § 10.55.206 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.206
Effect of merger.
Status: in_force

(a) When a merger becomes effective, (1) the surviving entity continues or comes into existence;

(2) each merging entity that is not the surviving entity ceases to exist;

(3) all property of each merging entity vests in the surviving entity without assignment, reversion, or impairment;

(4) all liabilities of each merging entity are liabilities of the surviving entity;

(5) except as otherwise provided by law other than this chapter or the plan of merger, all of the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity;

(6) if the surviving entity exists before the merger, (A) all of the surviving entity's property continues to be vested in it without reversion or impairment;

(B) the surviving entity remains subject to all of its liabilities; and

(C) all of the surviving entity's rights, privileges, immunities, powers, and purposes continue to be vested in it;

(7) the name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;

(8) if the surviving entity exists before the merger, (A) the surviving entity's public organic document, if any, is amended as provided in the statement of merger and is binding on its interest holders; and

(B) the surviving entity's private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger and are binding on and enforceable by (i) the surviving entity's interest holders; and

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

(9) if the surviving entity is created by the merger, (A) and if the surviving entity is a domestic entity, the surviving entity is subject to the organic law in this state that governs the internal affairs of the type of entity of the surviving entity;

(B) the surviving entity's public organic document, if any, is effective and is binding on its interest holders; and

(C) the surviving entity's private organic rules are effective and are binding on and enforceable by (i) the surviving entity's interest holders; and

(ii) in the case of a surviving entity that is not a business corporation or a nonprofit corporation, any other person that was a party to an agreement that was part of the organic rules of a merging entity if that person has agreed to be a party to an agreement that is part of the surviving entity's private organic rules; and

(10) the interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any dissenters' rights they have under AS 10.55.109 and the merging entity's organic law.

(b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger 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 merging entity.

(c) When a merger becomes effective, a person that did not have interest-holder liability with respect to any of the merging entities and that becomes subject to interest-holder liability with respect to a domestic entity as a result of a merger 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 merger becomes effective.

(d) When a merger becomes effective, the interest-holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest-holder liability is as follows: (1) the merger does not discharge any interest-holder liability under the organic law of the domestic merging entity to the extent the interest-holder liability arose before the merger became effective;

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

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

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

(e) When a merger becomes effective, a foreign entity that is the surviving entity (1) may be served with process in this state for the collection and enforcement of any liabilities of a domestic merging entity; and

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

(f) When a merger becomes effective, the certificate of authority or other foreign qualification of any foreign merging entity that is not the surviving entity is cancelled.

Article 3. Interest Exchange.
Alaska Stat. § 10.55.604 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.604
Effective time and date of document.
Status: in_force

Except as provided in AS 10.55.605 , a document accepted for filing is effective (1) at the date and time of filing, as evidenced by the means used by the department for recording the date and time of filing;

(2) at the time specified in the document as its effective time on the date it is filed;

(3) at a specified delayed effective time and date, if permitted by this chapter; or

(4) if a delayed effective date but no time is specified, at the close of business on the date specified.
Alaska Stat. § 10.20.655 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.655
Interrogatories by commissioner; certification to attorney general regarding violation.
Status: in_force

(a) The commissioner may propound to a domestic or foreign corporation and to an officer or director of a domestic or foreign corporation those interrogatories reasonably necessary and proper for ascertaining whether the corporation has complied with the provisions of this chapter.

(b) The interrogatories shall be answered within 30 days after mailing, or within the additional time fixed by the commissioner, and the answers shall be full and complete, in writing and under penalty of unsworn falsification in the second degree under AS 11.56.210 . If the interrogatories are directed to an individual, they shall be answered by that individual and, if directed to a corporation, they shall be answered by the president, vice-president, secretary, or assistant secretary of the corporation.

(c) The commissioner need not file the document to which the interrogatories relate until the interrogatories are properly answered and need not then file the document if the answers disclose that the document does not conform to the provisions of this chapter.

(d) The commissioner shall certify to the attorney general, for appropriate action, all interrogatories and answers that disclose a violation of this chapter.
Alaska Stat. § 10.13.480 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.480
Conditions of order or license.
Status: in_force

When the department issues an order or license under this chapter, the department may impose conditions that the department determines are necessary to carry out the purposes of this chapter.
Alaska Stat. § 10.55.901 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.901
Definitions.
Status: in_force

In this chapter, (1) acquired entity means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange;

(2) acquiring entity means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange;

(3) approve means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to (A) propose a transaction subject to this chapter;

(B) adopt and approve the terms and conditions of the transaction; and

(C) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders;

(4) business corporation means a corporation whose internal affairs are governed by AS 10.06 ;

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

(6) conversion means a transaction authorized by AS 10.55.401  10.55.406;

(7) converted entity means the converting entity as it continues in existence after a conversion;

(8) converting entity means the domestic entity that approves a plan of conversion under AS 10.55.403 or the foreign entity that approves a conversion under the law of its jurisdiction of organization;

(9) department means the Department of Commerce, Community, and Economic Development;

(10) domesticated entity means the domesticating entity as it continues in existence after a domestication;

(11) domesticating entity means the domestic entity that approves a plan of domestication under AS 10.55.503 or the foreign entity that approves a domestication under the law of its jurisdiction of organization;

(12) domestication means a transaction authorized by AS 10.55.501  10.55.506;

(13) domestic entity means an entity whose internal affairs are governed by the law of this state;

(14) entity means (A) a business corporation;

(B) a nonprofit corporation;

(C) a general partnership, including a limited liability partnership;

(D) a limited partnership, including a limited liability limited partnership;

(E) a limited liability company;

(F) a business trust or statutory trust entity;

(G) an unincorporated nonprofit association;

(H) a cooperative; or

(I) any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name, other than (i) an individual;

(ii) a testamentary, inter vivos, or charitable trust, with the exception of a trust that carries on a business;

(iii) an association or relationship that is not a partnership solely by reason of AS 32.06.202 (c) (Uniform Partnership Act) or a similar provision of the law of any other jurisdiction;

(iv) a decedent's estate; or

(v) a government, a governmental subdivision, agency, or instrumentality, or a quasi-governmental instrumentality;

(15) filing entity means an entity that is created by the filing of a public organic document;

(16) foreign entity means an entity other than a domestic entity;

(17) governance interest means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee, or proxy, to (A) receive or demand access to information concerning, or the books and records of, the entity;

(B) vote for the election of the governors of the entity; or

(C) receive notice of or vote on any or all issues involving the internal affairs of the entity;

(18) governor means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed under the organic law and organic rules of the entity;

(19) interest means (A) a governance interest in an unincorporated entity;

(B) a transferable interest in an unincorporated entity; or

(C) a share or membership in a corporation;

(20) interest exchange means a transaction authorized by AS 10.55.301  10.55.306;

(21) interest holder means a direct holder of an interest;

(22) interest-holder liability means (A) personal liability for a liability of an entity that is imposed on a person (i) solely by reason of the status of the person as an interest holder; or

(ii) by the organic rules of the entity under a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

(B) an obligation of an interest holder under the organic rules of an entity to contribute to the entity;

(23) jurisdiction of organization of an entity means the jurisdiction whose law includes the organic law of the entity;

(24) liability means a debt, obligation, or any other liability arising in any manner, regardless of whether it is secured or whether it is contingent;

(25) merger means a transaction in which two or more merging entities are combined into a surviving entity under a filing with the department;

(26) merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective;

(27) nonprofit corporation means a corporation whose internal affairs are governed by AS 10.20 (Alaska Nonprofit Corporation Act);

(28) organic law means the statutes, if any, other than this chapter, governing the internal affairs of an entity;

(29) organic rules means the public organic document and private organic rules of an entity;

(30) person means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;

(31) plan means a plan of merger, interest exchange, conversion, or domestication;

(32) private organic rules means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic document, if any;

(33) protected agreement means (A) a record evidencing indebtedness and any related agreement in effect on July 1, 2014;

(B) an agreement that is binding on an entity on July 1, 2014;

(C) the organic rules of an entity in effect on July 1, 2014; or

(D) an agreement that is binding on any of the governors or interest holders of an entity on July 1, 2014;

(34) public organic document means the public record, the filing of which creates an entity, and any amendment to or restatement of that record;

(35) qualified foreign entity means a foreign entity that is authorized to transact business in this state under a filing with the department;

(36) record means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

(37) sign means, with present intent to authenticate or adopt a record, (A) to execute or adopt a tangible symbol; or

(B) to attach to or logically associate with the record an electronic sound, symbol, or process;

(38) surviving entity means the entity that continues in existence after or is created by a merger;

(39) transferable interest means the right under an entity's organic law to receive distributions from the entity;

(40) type, with regard to an entity, means a generic form of entity (A) recognized at common law; or

(B) organized under an organic law, whether or not some entities organized under that organic law are subject to provisions of that law that create different categories of the form of entity.
Alaska Stat. § 10.20.380 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.380
Joinder of members.
Status: in_force

It is not necessary to make members parties to an action or proceeding for liquidation of the assets of a corporation unless relief is sought against them personally.
Alaska Stat. § 10.06.368 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.368
Exception for purchase or redemption of shares of deceased shareholder.
Status: in_force

The provisions of AS 10.06.358 , 10.06.360, 10.06.363, and 10.06.365 do not apply to a purchase or redemption of shares of a deceased shareholder from the proceeds of insurance on the life of the shareholder in excess of the total amount of all premiums paid by the corporation for the insurance, in order to carry out the provisions of an agreement between the corporation and the shareholder to purchase or redeem the shares upon the death of the shareholder.
Alaska Stat. § 10.06.550 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.550
Execution and contents of articles of merger, consolidation, or exchange.
Status: in_force

After approval, articles of merger, articles of consolidation, or articles of exchange shall be executed by each 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, consolidation, or exchange;

(2) number of shares outstanding of each corporation and, if the shares of a class were entitled to vote as a class, the designation and number of outstanding shares of the class; and

(3) number of shares voted for and against the plan and, if the shares of a class were entitled to vote as a class, the number of shares of the class voted for and against the plan.
Alaska Stat. § 10.25.060 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.060
Articles of incorporation.
Status: in_force

(a) The articles of incorporation of a cooperative must recite that they are executed under this chapter and must state (1) the name of the cooperative;

(2) the address of its principal office;

(3) the names and the addresses of the incorporators;

(4) the names and addresses of its directors.

(b) The articles may contain any provisions not inconsistent with this chapter that are considered necessary or advisable for the conduct of its business. The articles shall be signed by each incorporator and acknowledged by at least two of the incorporators, or on their behalf, if they are cooperatives. It is not necessary to recite in the articles the purpose for which the cooperative is organized or any of its corporate powers.
Alaska Stat. § 10.25.490 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.490
Resignation of registered agent.
Status: in_force

A registered agent of a cooperative may resign by filing a written notice of resignation, executed in duplicate, with the commissioner. The commissioner shall immediately mail a copy of it to the cooperative at its registered office. The appointment of the agent terminates 30 days after receipt of the notice by the commissioner.
Alaska Stat. § 10.25.240 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.240
Merger.
Status: in_force

(a) Except as provided in (b) of this section, one or more cooperatives, each designated in this section as merging cooperative, may merge into another cooperative, designated in this section as surviving cooperative, by complying with the following requirements: (1) the proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger shall be submitted to the members of each merging cooperative and of the surviving cooperative; the notice shall have attached to it a copy of the proposed articles of merger;

(2) if the proposed merger and the proposed articles of merger, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of each cooperative voting on them, articles of merger in the form approved shall be executed and acknowledged on behalf of each cooperative by its presiding officer and its seal shall be affixed by the officer designated by the board.

(b) A merger of electric or telephone cooperatives may not take effect unless the surviving cooperative expressly agrees to comply with the terms of each collective bargaining agreement entered into between a merging cooperative and a labor organization representing employees of the cooperative that is in effect on the date of merger.
Alaska Stat. § 10.15.120 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.120
Meetings of members.
Status: in_force

(a) Meetings of members may be held either inside or outside the state as provided in the bylaws. In the absence of a bylaw provision, meetings shall be held at the principal place of business of the cooperative.

(b) An annual meeting of the members shall be held at the time or within the time provided in the bylaws. If the bylaws do not fix a time for the meeting, the annual meeting shall be held in each calendar year at the time the board determines. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the cooperative.

(c) Special member meetings may be called by the president or the board. The secretary shall call a special meeting upon the filing of a petition stating the business to be brought before the meeting signed by not less than 10 percent of the members of the cooperative.

(d) Written notice stating the place, day and hour, and in case of a special member meeting the purpose for which the meeting is called, shall be given to each member and each shareholder, if shareholders are entitled to vote at the meeting, either personally or by mail, not less than seven or more than 30 days before the meeting by direction of the person calling the meeting. If that notice is mailed, it is considered given when deposited in the United States mail addressed to the member or shareholder at the address of the member or shareholder as it appears on the records of the cooperative with postage prepaid. At a meeting at which the members are to be represented by delegates, notice to the members may be given by notifying the delegates and their alternates, if any.
Alaska Stat. § 10.10.030 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.030
Articles of incorporation and certificate of incorporation.
Status: in_force

(a) The articles of incorporation must contain: (1) the name of the corporation, which must include the words Industrial Development Corporation of the State of Alaska;

(2) the location of the principal office of the corporation, but the corporation may have offices in other places in the state fixed by the board of directors;

(3) the purposes for which the corporation is organized, which must be to promote, stimulate, develop, and advance the business prosperity and economic welfare of this state and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in this state and to rehabilitate and assist existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of this state; to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state; and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state;

(4) the names and post office addresses of the members of the first board of directors, who, unless otherwise provided by the articles of incorporation or the bylaws, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified;

(5) any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation; any provision creating, dividing, limiting, and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to a list of the officers; and any provision governing the issuance of stock certificates to replace lost or destroyed certificates;

(6) the amount of authorized capital stock and the number of shares into which it is divided, the par value of each share and the amount of capital with which it will commence business and, if there is more than one class of stock, a description of the different classes; the names and post office addresses of the subscribers of stock and the number of shares subscribed by each; the aggregate of the subscription shall be the minimum amount of capital with which the corporation shall commence business and may not be less than $1,000.

(b) The articles of incorporation shall be in writing subscribed by not fewer than three natural persons competent to contract and acknowledged by each of the subscribers before an officer authorized to take acknowledgments and filed in duplicate originals in the office of the commissioner for approval.

(c) The commissioner may not approve articles of incorporation for a corporation organized under this chapter until a total of at least seven financial institutions authorized to do business within this state have agreed in writing to become members of the corporation, and the agreement in writing is filed with the commissioner together with the articles of incorporation. When the articles of incorporation have been filed in the office of the commissioner and approved, the commissioner 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 incorporation and affix the other duplicate original to it;

(4) return to the incorporators or their representative the certificate of incorporation, together with the duplicate original of the articles of incorporation affixed.

(d) Upon the issuance of the certificate of incorporation, the corporate existence begins. 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 corporation has been incorporated.
Alaska Stat. § 10.25.220 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.220
Contents of articles of amendment.
Status: in_force

(a) The articles of amendment must recite that they are executed under this chapter and must state (1) the name of the cooperative;

(2) the address of its principal office;

(3) the amendment to its articles of incorporation.

(b) The presiding officer executing the articles of amendment shall make and annex to them an affidavit stating that the provisions of AS 10.25.210 and this section regarding the amendment were complied with.
Alaska Stat. § 10.13.610 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.610
Misrepresentation.
Status: in_force

(a) Except as otherwise provided in AS 10.13.120 , a person transacting business in the state who is not a licensee may not knowingly use a name or title that indicates that the person is a BIDCO or otherwise represent that the person is a BIDCO or a licensee.

(b) A licensee may not knowingly misrepresent the meaning or effect of its license.
Alaska Stat. § 10.20.635 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.635
Department fees.
Status: in_force

(a) The commissioner shall establish by regulation and charge and collect fees for filing (1) articles of incorporation and issuing a certificate of incorporation;

(2) articles of amendment and issuing a certificate of amendment;

(3) restated articles of incorporation and issuing a restated certificate of incorporation;

(4) articles of merger or consolidation and issuing a certificate of merger or consolidation;

(5) a statement of change of address of registered office or change of registered agent, or both;

(6) articles of dissolution;

(7) an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority;

(8) an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority;

(9) a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to conduct affairs in this state;

(10) a copy of articles of merger of a foreign corporation holding a certificate of authority to conduct affairs in this state;

(11) an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal;

(12) any other statement or report, including a biennial report, of a domestic or foreign corporation.

(b) The department may by regulation charge each corporation subject to this chapter a fixed fee in place of the various fees specified in this chapter and for routine administrative services rendered to the corporation by the department.
Alaska Stat. § 10.25.500 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.500
Service on cooperative.
Status: in_force

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

(b) When a cooperative fails to appoint or maintain a registered agent in the state, or when its registered agent cannot with reasonable diligence be found at the registered office, then the commissioner is an agent of the cooperative upon whom process, notice, or demand may be served.
Alaska Stat. § 10.55.305 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.305
Statement of interest exchange; effective date.
Status: in_force

(a) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the department.

(b) A statement of interest exchange must contain (1) the name and type of the acquired entity;

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

(3) if the statement of interest exchange 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) a statement that the plan of interest exchange was approved by the acquired entity in accordance with AS 10.55.301  10.55.306; and

(5) any amendments to the acquired entity's public organic document approved as part of the plan of interest exchange.

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

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

(e) A statement of interest exchange becomes effective on the date and time of filing or the later date and time specified in the statement of interest exchange.
Alaska Stat. § 10.40.030 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.030
Filing and recording of articles of incorporation.
Status: in_force

One copy of the articles shall be filed with the Department of Commerce, Community, and Economic Development; one copy shall be filed in the office of the clerk of the superior court in the judicial district in which the principal place of business of the corporation is to be located; and one copy shall be retained by the corporation. Each copy filed shall be recorded in a book kept for that purpose.
Alaska Stat. § 10.13.890 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.890
Associates.
Status: in_force

(a) In AS 10.13.300  10.13.320 and 10.13.630  10.13.660, a person who is an associate within six months before or after a licensee provides financing assistance shall be considered to be an associate as of the date the licensee provides the assistance.

(b) If a licensee, in order to protect the licensee's interests, designates a person to serve as a director of, officer of, or in a management capacity of a business to which the licensee provides financial assistance, the person may not, on that account, be considered to be an associate under AS 10.13.300  10.13.310 or 10.13.630  10.13.660. This subsection does not apply if the person has, directly or indirectly, another financial interest in the business or if the person, at any time before the licensee provides the financing assistance, served as a director of, officer of, or in another capacity in the management of the business for a period of 30 days or more.
Alaska Stat. § 10.06.643 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.643
Appointment of receiver: application, hearing and notice, security, qualifications, powers, compensation.
Status: in_force

(a) If, at the time of the filing of a complaint for involuntary dissolution under AS 10.06.628 or at any time after the filing, the court has reasonable grounds to believe that unless a receiver of the corporation is appointed the interests of the corporation and its shareholders will suffer pending the hearing and determination of the complaint, upon the application of the plaintiff and after a hearing upon notice to the corporation as the court may direct, the court may appoint a receiver to take over and manage the business and affairs of the corporation and to preserve its property pending the hearing and determination of the complaint for dissolution.

(b) A receiver shall be a citizen of the United States or a corporation authorized to act as receiver. A corporate receiver may be a domestic corporation or a foreign corporation authorized to transact business in the state. A receiver shall give bond and provide sureties as the court may require.

(c) The compensation of the receiver shall be paid out of the assets of the corporation and unless otherwise agreed shall be fixed by the court.
Alaska Stat. § 10.06.663 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.663
Proceeding to determine identity of directors or to appoint directors.
Status: in_force

If the identity of a director or the right of a director to hold office is in doubt, if a director is dead or unable to act, if a director fails or refuses to act, or if the director's whereabouts cannot be ascertained, an interested person may petition the superior court to determine the identity of the director or, if there are no directors, to appoint directors to wind up the affairs of the corporation, after hearing upon such notice as the court may direct.
Alaska Stat. § 10.40.010 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.010
Authorized purposes.
Status: in_force

A corporation may be formed for acquiring, holding, or disposing of church or religious society property, for the benefit of religion, for works of charity and education, and for public worship.
Alaska Stat. § 10.50.140 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.140
Conflicts of interest.
Status: in_force

(a) A contract or other transaction between a limited liability company and a manager or managing member of a limited liability company, or between a limited liability company and a limited liability company, foreign limited liability company, corporation, firm, or association in which a manager or managing member of the company has a material financial interest, is not void or voidable because the manager or managing member or the other company, corporation, firm, or association are parties or because the manager or managing member is present at the meeting that authorizes, approves, or ratifies the contract or transaction, if the material facts as to the transaction and as to the interest of the manager or managing member are fully disclosed or known to the members and the contract or transaction is approved by the members in good faith, with the interested manager or managing member not being entitled to vote.

(b) The fact that a manager or managing member of a limited liability company is a manager or managing member of another entity involved in the transaction does not alone constitute a material financial interest within the meaning of this section. A manager or managing member is not interested within the meaning of this section in a decision fixing the compensation of another manager or managing member as a manager or managing member of the company, notwithstanding the fact that the first manager or managing member is also receiving compensation from the company.

(c) A contract or other transaction between a manager or managing member and a limited liability company or association of which one or more managers or managing members of the company are managers or managing members is not void or voidable because the managers or managing members are present at the meeting that authorizes, approves, or ratifies the contract or transaction, if the material facts of the transaction and the manager's or managing member's other management position are fully disclosed or known to the members and the members authorize, approve, or ratify the contract or transaction in good faith by a sufficient vote without counting the vote of the common manager or managing member or the contract or transaction is approved by the members in good faith. This subsection does not apply to contracts or transactions covered by (a) of this section.

(d) Nothing in this section affects the prohibitions or restraints imposed by AS 45.50.562  45.50.596.
Alaska Stat. § 10.06.318 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.318
Manner of establishing series.
Status: in_force

If the authority to establish a series is contained in the articles of incorporation, the board shall adopt a resolution setting out the designation of the series and fixing and determining the relative rights and preferences of the series to the extent not fixed and determined by the articles.
Alaska Stat. § 10.50.425 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.425
Distribution of assets.
Status: in_force

Upon the winding up of a limited liability company, the assets of the company shall be distributed in the following manner and order of priority: (1) payment, or adequate provision for payment, to creditors, including, to the extent permitted by law, members who are creditors and not covered by (2) of this section, in satisfaction of the liabilities of the company;

(2) unless otherwise provided in an operating agreement of the company, payment to members or former members in satisfaction of the company's liabilities for distributions under AS 10.50.295  10.50.330;

(3) unless otherwise provided in an operating agreement of the company, to members and former members in the following order of priority: (A) for the return of their contributions; and

(B) in proportion to the members' respective rights to share in distributions from the company before dissolution.
Alaska Stat. § 10.06.410 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.410
Notice of shareholders' meetings.
Status: in_force

(a) Written or printed notice stating the place, if the meeting will be held at a designated place, the manner, including holding the meeting by remote communication, the day, and the hour of the meeting, and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than 20 or more than 60 days before the date of the meeting, either personally, by mail, or by electronic transmission under (b) of this section, by or at the direction of the president, the secretary, the officer, or persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If mailed, the notice is considered delivered when deposited with postage prepaid in the United States mail addressed to the shareholder at the address of the shareholder as it appears on the stock transfer books of the corporation, or, if the shareholder has filed with the secretary of the corporation a written request that notice be mailed to a different address, addressed to the shareholder at the new address. An affidavit of the secretary or other person giving the notice or of a transfer agent of the corporation that the notice required by this section has been given is prima facie evidence of the facts stated in the affidavit. If attendance of the meeting by remote communication is permitted, the notice must state the method of remote communication by which a shareholder or a proxy holder is considered present in person at the meeting and by which the shareholder or proxy holder may vote.

(b) Notice under (a) of this section may be given by electronic transmission if the shareholder authorizes delivery by electronic transmission. Authorization must be in the form of a writing signed by the shareholder or an electronic transmission that sets out or is submitted with information demonstrating that the shareholder authorized the electronic transmission. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall be prima facie evidence of the facts stated in the affidavit. Notice by electronic transmission shall be considered given (1) by facsimile telecommunication when directed to a number at which the shareholder has consented to receive notice;

(2) by electronic mail when directed to an electronic mail address at which the shareholder has consented to receive notice;

(3) by a posting on an electronic network together with a separate notice of the specific posting to the shareholder on the later of (A) the posting; or

(B) the giving of separate notice; or

(4) by any other form of electronic transmission when directed to the shareholder.
Alaska Stat. § 10.50.545 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.545
General effects of merger or consolidation.
Status: in_force

(a) When a merger or consolidation becomes effective, the limited liability companies that are parties to a merger or consolidation agreement become a single limited liability company that, in the case of a merger, is the limited liability company named in the plan of merger as the surviving limited liability company, and, in the case of a consolidation, is the limited liability company named in the plan of consolidation as the resulting limited liability company.

(b) When a merger or consolidation becomes effective, a limited liability company that is a party to the merger or consolidation agreement and that is not the surviving or resulting limited liability company ceases to exist.

(c) The surviving limited liability company of a merger or the limited liability company resulting from a consolidation possesses all the rights, privileges, immunities, and powers of each limited liability company that is a party to the merger or consolidation agreement and is subject to all the restrictions, disabilities, and duties of each limited liability company that is a party to the merger or consolidation to the extent the rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties apply to the type of limited liability company that is the surviving limited liability company or the resulting limited liability company.
Alaska Stat. § 10.06.633 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.633
Involuntary dissolution by the commissioner: grounds, procedure, reinstatement.
Status: in_force

(a) A corporation may be dissolved involuntarily by the commissioner if (1) the corporation is delinquent six months in filing its biennial report or in paying its biennial corporation tax or a penalty;

(2) the corporation has failed for 30 days to appoint and maintain a registered agent in the state;

(3) the corporation has failed for 30 days after change of its registered office or registered agent to file in the office of the commissioner a statement of the change;

(4) the corporation has failed for two years to complete dissolution under a certificate of election under AS 10.06.608 to dissolve;

(5) a vacancy on the board of the corporation is not filled within six months or the next annual meeting, whichever occurs first;

(6) a misrepresentation of material facts has been made in the application, report, affidavit, or other document submitted under this chapter; or

(7) the corporation is 90 days delinquent in filing notice of change of an officer, director, alien affiliate, or five percent shareholder, as required by this chapter.

(b) A corporation may not be dissolved under this section unless the commissioner has given the corporation written notice of its delinquency, failure, or noncompliance by mail as provided by (i) of this section. If the corporation fails, within 60 days after the requirements of (i) of this section have been satisfied, to contest the alleged neglect, omission, delinquency, or noncompliance by a written request for a hearing conducted by the office of administrative hearings ( AS 44.64.010 ) or fails to correct the asserted neglect, omission, delinquency, or noncompliance, it may be dissolved under (d) of this section.

(c) If, following a hearing, the commissioner determines the presence of neglect, omission, delinquency, or noncompliance providing grounds for involuntary dissolution under this section, the corporation may appeal to the superior court by filing with the clerk of the court a notice of appeal setting out a copy of the notice given by the commissioner under (b) of this section together with a copy of a timely demand for a hearing by the corporation, and a copy of an affirmation by the commissioner of an intention to dissolve under (d) of this section. The matter shall be tried de novo by the superior court, and the court shall either sustain the commissioner or direct the commissioner to take action the court considers proper.

(d) If a corporation has given cause for involuntary dissolution and has failed to correct the neglect, omission, delinquency, or noncompliance as provided in this section, and there has been no order of the superior court, the commissioner shall dissolve the corporation by issuing a certificate of involuntary dissolution containing a statement that the corporation has been dissolved, the date, and the reason for which it was dissolved. The original certificate of dissolution shall be placed in the department files and a copy of it mailed to the corporation as provided by (i) of this section. Upon the issuance of the certificate of involuntary dissolution, the existence of the corporation ceases, except as otherwise provided in this section, and its name shall be available to and may be adopted by another corporation no less than six months after the dissolution.

(e) A corporation dissolved under this section may be reinstated within two years from the date of the certificate of involuntary dissolution if it is established to the satisfaction of the commissioner that in fact there was no cause for the dissolution, or if the neglect, omission, delinquency, or noncompliance resulting in dissolution has been corrected and payment made of double the amount delinquent along with the amount the corporation would have paid had it not been dissolved during the two-year period. Reinstatement may not be authorized if the name is not available for corporate use under AS 10.06.105 (d) unless the corporation being reinstated amends its articles of incorporation to change its name to conform with the provisions of this chapter.

(f) Nothing in this section relieves a corporation reinstated under this section from penalty or forfeiture of its powers in a case of failure to pay subsequently accruing licenses and taxes imposed by a law of the state.

(g) An action arising out of a contract assigned by a corporation dissolved under this section may be brought in the name of the assignee. The fact of assignment and of purchase by the plaintiff shall be set out in the complaint or other process. The defense may avail itself of any defense the defense might have availed itself of in a suit upon the claim by the corporation had it not been dissolved under this section.

(h) Service of process on a corporation dissolved under this section shall be made in the same manner prescribed by law as if the corporation had not been dissolved.

(i) If the mailing of an item is required by (b) or (d) of this section, the commissioner shall first mail the item by certified mail to the corporation's registered office at the last known address of the registered office shown on the records of the commissioner. If the item mailed to the registered office is returned to the commissioner, the commissioner shall mail the item by first class mail to the registered agent of the corporation at the last known address of the registered agent shown on the records of the commissioner. If the item mailed to the registered agent is returned to the commissioner, the commissioner shall mail the item by first class mail to the president of the corporation at the last known address for the president shown on the records of the commissioner. If the name and address of the president are not shown on the records of the commissioner, the commissioner shall mail the item by first class mail to an officer shown on the records of the commissioner at the last known address shown on the records of the commissioner. If the name and address of an officer of the corporation are not shown on the records of the commissioner, the commissioner shall mail the item by first class mail to a member of the board of directors of the corporation at the last known address shown on the records of the commissioner. If the name and address of an officer or board member are not shown on the records of the commissioner, the commissioner is not required to mail the item again. If the item mailed to the president, other officer, or board member is returned to the commissioner, the commissioner is not required to mail the item again. If the address shown on the records of the commissioner for a mailing after the initial certified mailing is not different from the address for the previous mailing, the commissioner is not required to mail the item to the same address, but shall mail the item to the next required addressee whose address is different from the address for the returned mailing, and, if none of the mailings required after a returned mailing has an address that is different from the address for the returned mailing, the commissioner is not required to mail the item again. In this subsection, item means the notice required by (b) of this section or the certificate of involuntary dissolution under (d) of this section.
Alaska Stat. § 10.06.536 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.536
Procedure for consolidation.
Status: in_force

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

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

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

(4) the statements with respect to the new corporation required to be set out in the articles of incorporation for corporations organized under this chapter; and

(5) other provisions of the consolidation considered necessary or desirable.
Alaska Stat. § 10.20.076 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.076
Quorum of members.
Status: in_force

Unless otherwise provided in the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast, represented in person, by remote communication, or by proxy, constitute a quorum at a meeting of members. However, in no event may a quorum consist of less than one-tenth of the votes entitled to vote at a meeting. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the subject matter is the act of the members, unless the vote of a greater number is required by this chapter or the articles of incorporation or the bylaws.
Alaska Stat. § 10.06.763 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.763
Service on foreign corporation.
Status: in_force

The registered agent appointed by a foreign corporation authorized to transact business in this 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. § 10.06.673 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.673
Plan of distribution; adoption; binding effect; notice; payment to dissenting shareholders; abandonment.
Status: in_force

(a) If a corporation in the process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations, or securities of another corporation, or of the assets of the corporation, other than money, that is not in accordance with the liquidation rights of the preferred shares as specified in the articles of incorporation may be adopted if approved by the board and by approval of the outstanding shares of each class. The plan may provide that the distribution is in complete or partial satisfaction of the rights of the preferred shareholders upon distribution and liquidation of the assets.

(b) A plan of distribution approved under (a) of this section is binding upon the shareholders except as provided in (c) of this section. The board shall mail notice of the adoption of the plan within 20 days after its adoption to all holders of shares having a liquidation preference.

(c) Shareholders having a liquidation preference who dissent from the plan of distribution are entitled to be paid the amount of their liquidation preference in cash if they file written demand for payment with the corporation within 30 days after the date of mailing of the notice of the adoption of the plan of distribution unless the plan of distribution is abandoned. The demand shall state the number and class of the shares held of record by the shareholder for which the shareholder claims payment.

(d) If a demand for cash payment is filed under (c) of this section, the board in its discretion may abandon the plan without further approval by the outstanding shares and the shareholders shall be entitled to distribution according to their rights and liquidation preferences in the process of winding up.
Alaska Stat. § 10.25.175 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.175
Board meetings open; exceptions; notice; remedy.
Status: in_force

(a) A meeting of the board of directors may be attended by members of the cooperative. Except when voice votes are authorized, a vote shall be conducted in such a manner that the members may know the vote of each person entitled to vote. The board of directors may conduct a meeting by teleconference, or another means of communication that ensures all participating directors can hear each other during the meeting, if the board gives reasonable notice of the meeting and if members of the cooperative are able to attend the meeting sites and hear the meeting. This section applies only to a meeting at which a quorum of the board participates.

(b) If excepted subjects are to be discussed at a meeting, the meeting must first be convened as a regular or special meeting and the question of holding an executive session to discuss matters that come within the exceptions contained in (c) of this section shall be determined by a majority vote of the board. No subjects may be considered at the executive session except those mentioned in the motion calling for the executive session unless auxiliary to the main question. Formal action may not be taken during the executive session.

(c) The following excepted subjects may be discussed in an executive session: (1) matters the immediate knowledge of which would clearly have an adverse effect on the finances of the cooperative;

(2) subjects that tend to prejudice the reputation and character of a person; however, the person may request a public discussion;

(3) matters discussed with an attorney for the cooperative, the immediate knowledge of which could have an adverse effect on the legal position of the cooperative;

(4) personnel matters.

(d) Notice shall be given for all regular or special meetings of the board of directors as provided in the bylaws of the cooperative.

(e) A member affected by action taken contrary to this section may bring a suit in the superior court. The court may order appropriate equitable relief after considering the circumstances of the case. Action taken contrary to this section is not void if other equitable relief is available and appropriate.
Alaska Stat. § 10.13.830 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.830
Civil penalty.
Status: repealed

(a) If after notice and a hearing the department finds that a person has violated this chapter, the department may order the person to pay to the department a civil penalty in the amount the department specifies. The civil penalty may not exceed $1,000 for each violation, or in the case of a continuing violation, $1,000 for each day the violation continues.

(b) This section does not apply to an act committed or omitted in good faith in conformity with an order, regulation, declaratory ruling, or written interpretative opinion of the department, even if the order, regulation, declaratory ruling, or written interpretative opinion is later amended, rescinded, or repealed, or determined by judicial or other authority to be invalid.

(c) The provisions of (a) of this section are in addition to, and not alternative to, the other provisions of this chapter that authorize the department to issue orders or to take other action on account of a violation of this chapter.

Article 8. General Provisions.
Alaska Stat. § 10.06.745 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.745
Limitations on revocation of certificate of authority.
Status: in_force

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

(2) corporation fails before revocation to file the biennial report, or pay the fees, corporation taxes, or penalties, or file the required statement of change of registered agent or registered office, or file the articles of merger, or correct the misrepresentation.
Alaska Stat. § 10.20.490 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.490
Form and execution of application.
Status: in_force

The application must be on forms prescribed and furnished by the commissioner and shall be executed in duplicate by the corporation by its president or vice-president and by its secretary or an assistant secretary.
Alaska Stat. § 10.25.820 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.820
Chapter extended to existing cooperatives.
Status: in_force

This chapter applies to all nonprofit cooperatives organized under any other law of the state for the purpose of supplying electric energy and power, or telephone or related telecommunications service, to its members, or for the purpose of promoting and extending the use of electric energy and power or telephone or related telecommunications service. These cooperatives are subject to this chapter as if originally organized under it.
Alaska Stat. § 10.55.505 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.505
Statement of domestication; effective date.
Status: in_force

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

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

(2) the name and jurisdiction of organization of the domesticated entity;

(3) if the statement of domestication 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 domesticating entity is a (A) domestic entity, a statement that the plan of domestication was approved in accordance with AS 10.55.501  10.55.506; or

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

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

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

(7) if the domesticated 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 10.55.506 (e).

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

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

(f) A statement of domestication becomes effective on the date and time of filing or the later date and time specified in the statement of domestication.
Alaska Stat. § 10.45.080 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.080
Transfer of shares.
Status: in_force

A shareholder of a professional corporation may sell or transfer shares in the professional corporation only to another individual licensed to render the same professional service as that for which the professional corporation was formed. The articles of incorporation may provide specifically for restraints on the alienation of shares and may require the purchase, redemption, or retirement of shares by the corporation at a price and in a manner set out in the articles. The articles may authorize the corporation's board of directors or its shareholders to adopt bylaws restraining the alienation of shares and providing for their purchase, redemption, or retirement by the corporation.
Alaska Stat. § 10.15.155 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.155
Removal of directors.
Status: in_force

A director may be removed upon a majority vote of all members voting in person at a member meeting. Before a vote for removal may be taken, written reasons for removal of the director shall be presented at a meeting of members and the director sought to be removed shall have an opportunity to answer the reasons at that meeting. The written statement of reasons for removal shall be filed with the minutes of the meeting. The bylaws may contain other provisions for the removal of a director consistent with the provisions of this section.
Alaska Stat. § 10.06.582 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.582
Status of shares acquired from dissenting shareholders.
Status: in_force

Shares acquired by a corporation under AS 10.06.578 and 10.06.580 shall be held and disposed of by the corporation as other shares reacquired under AS 10.06.388 , except that, in the case of a merger or consolidation, they shall be held and disposed of as the plan of merger or consolidation may otherwise provide.
Alaska Stat. § 10.40.140 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.140
Fees and penalties.
Status: reserved

(a) Any document required to be filed with the commissioner under this chapter shall be accompanied by a fee to be established by the department by regulation.

(b) The commissioner shall collect a penalty of $5 a year or fraction of a year of the amount due from any corporation that fails to file any document or pay any fee within the time prescribed by this chapter.

(c) [Repealed, § 28 ch 90 SLA 1991.]
Alaska Stat. § 10.50.555 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.555
Effect of merger or consolidation on liabilities and proceedings.
Status: in_force

(a) The surviving or resulting limited liability company in a merger or consolidation is liable for the liabilities of the limited liability companies that are parties to the merger or consolidation.

(b) A claim, action, or other proceeding that exists at the time of the merger or consolidation and that is pending by or against a limited liability company that is a party to a merger or consolidation may be pursued as if the merger or consolidation had not taken place, or the surviving or resulting limited liability company may be substituted in the claim, action, or other proceeding.
Alaska Stat. § 10.55.404 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.404
Amendment or abandonment of plan of conversion.
Status: in_force

(a) A plan of conversion of a domestic converting entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) by the governors or interest holders of the entity in the manner provided in the plan; however, an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to aquire interests or securities, cash, or other property, to be received by any of the interest holders of the converting entity under the plan;

(B) the public organic document or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or

(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) After a plan of conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective, the plan may be abandoned (1) as provided in the plan; or

(2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of conversion is abandoned after a statement of conversion has been filed with the department and before the filing becomes effective, a statement of abandonment, signed on behalf of the entity, must be filed with the department before the time the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain (1) the name of the converting entity;

(2) the date on which the statement of conversion was filed; and

(3) a statement that the conversion has been abandoned in accordance with this section.
Alaska Stat. § 10.50.840 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.840
Execution of documents.
Status: in_force

(a) Unless otherwise provided in this chapter, a document required by this chapter to be filed with the department by or for a limited liability company shall be signed by (1) a manager of the company if the company is managed by a manager;

(2) a member of the company if the articles of organization do not provide that the company is managed by a manager;

(3) a person organizing the company if the company is not organized;

(4) the fiduciary if the company is controlled by a receiver, trustee, or other court-appointed fiduciary.

(b) A person signing a document filed with the department under this chapter shall state beneath or opposite the signature the person's name and the capacity in which the person signs.

(c) A person signing a document filed with the department under this chapter may sign as an attorney-in-fact, but is not required to provide or file with the department a document authorizing the person to act as attorney-in-fact for the signing of a document.
Alaska Stat. § 10.50.638 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.638
Filing and effective date of change.
Status: in_force

If the department finds that the statement conforms to the provisions of this chapter, the department shall file the statement, and upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, becomes effective.
Alaska Stat. § 10.20.101 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.101
Vacancies.
Status: in_force

A vacancy occurring in the board of directors and a directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the director's predecessor in office. A directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors for a term of office which continues only until the next election of directors. In no case may a vacancy continue for longer than six months or until the next annual meeting of the members, whichever occurs first.
Alaska Stat. § 10.20.665 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.665
Notice of and appeal from disapproval of document.
Status: in_force

If the commissioner fails to approve articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved, the commissioner, within 10 days after delivery of the document to the commissioner, shall give written notice of disapproval to the person or corporation, domestic or foreign, delivering the document, specifying the reasons for disapproval. The person or corporation may appeal from the disapproval to the superior court by filing with the clerk of the court a petition setting out a copy of the document sought to be filed and a copy of the written disapproval. The matter shall be tried de novo by the superior court, which shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
Alaska Stat. § 10.06.420 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.420
Voting of shares.
Status: in_force

(a) An outstanding share, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the articles of incorporation. If the articles provide for more or less than one vote for any share, on any matter, every reference in this chapter to a majority or other proportion of shares shall refer to a majority or other proportion of the votes entitled to be cast.

(b) Shares held by the corporation, or shares held by another corporation if a majority of the shares entitled to vote for the election of directors of the other corporation is held by the corporation, may not be voted at a meeting or counted in determining the total number of outstanding shares at a given time.

(c) A shareholder may vote in person, by remote communication, by proxy executed in writing by the shareholder or by the authorized attorney-in-fact of the shareholder, or by proxy executed by electronic transmission by the shareholder or by the authorized attorney-in-fact of the shareholder. 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 firm, 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 shareholder authorized the transmission.

(d) Unless the articles of incorporation provide otherwise, at an election for directors, each shareholder entitled to vote at the election may vote, in person, by remote communication, or by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote, or to cumulate votes by giving one candidate votes equal to the number of directors multiplied by the number of shares of the shareholder, or by distributing votes on the same principle among any number of candidates. The rights created by this subsection may not be limited by amendment to the articles when the votes cast against the amendment would be sufficient to elect one director if voted cumulatively at an election of the entire board.

(e) Except as prohibited in this subsection, shares standing in the name of another corporation may be voted by the officer, agent, or proxy as the bylaws of the other corporation may prescribe, or, in the absence of a provision, as the board of the other corporation may determine. The shares of a corporation may not be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for the directors of the second corporation.

(f) Shares held by an administrator, executor, guardian, or conservator may be voted by that person, in person, by remote communication, or by proxy, without a transfer of the shares into the name of that person. Shares standing in the name of a trustee may be voted by the trustee, in person, by remote communication, or by proxy, but a trustee is not entitled to vote shares held by the trustee without a transfer of the shares into the name of the trustee.

(g) Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by the receiver without a transfer of the shares into the name of the receiver if authority to transfer the shares is contained in an appropriate court order by which the receiver was appointed.

(h) A shareholder whose shares are pledged is entitled to vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote the shares so transferred.

(i) Beginning on the date on which written notice of redemption of redeemable shares has been mailed to the holders of the shares and a sum sufficient to redeem the shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders of the shares upon surrender of the certificates for the shares or the uncertificated shares, the shares may not vote on any matter and are not considered to be outstanding shares.

(j) If a corporation adopts rules to provide for voting by proxy executed by electronic transmission or by a ballot cast by electronic transmission, the rules must provide that all legally qualified proxies and ballots cast by electronic transmission may be voted in the same manner as the corporation's proxy or ballot.

(k) The board may permit shareholders and shareholders' proxy holders to participate in meetings of the shareholders by remote communication using one or more methods of remote communication, whether the meetings are held at a designated place, by remote communication, or at a designated place and by remote communication. The board may adopt guidelines and procedures that apply to participation in shareholder meetings by remote communication and that the board considers appropriate. The board may limit participation to specified locations or means of communication. A shareholder participating in a meeting by remote communication permitted by the board is considered to be present in person at the meeting.
Alaska Stat. § 10.25.430 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.430
Validity of mortgage under Rural Electrification Act.
Status: in_force

A mortgage made by a cooperative organized under this chapter to the United States of America, or an agency or instrumentality of it, to secure indebtedness incurred under 7 U.S.C. 901  950bb-2 (Rural Electrification Act ), as amended, is not void as against creditors of the mortgagor and subsequent purchasers and encumbrancers of the property in good faith for value because the mortgage is not accompanied by an affidavit of the parties to it, or an affidavit of the agent or attorney-in-fact of a party to it, that the mortgage is made in good faith to secure the amount named, and without a design to hinder, delay or defraud creditors. A mortgage made by a cooperative organized under this chapter to the United States of America, or an agency or instrumentality of it to secure indebtedness incurred under 7 U.S.C. 901  950bb-2 (Rural Electrification Act ), as amended, need not set out the date upon which the indebtedness secured by it becomes due.
Alaska Stat. § 10.06.958 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.958
Provisions construed as restatements and continuations.
Status: in_force

If a provision of this chapter is substantially the same as a statutory provision in former AS 10.05 existing on July 1, 1989, it shall be construed as a restatement and continuation, and not as a new enactment.
Alaska Stat. § 10.13.510 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.510
Investigations.
Status: in_force

The department may make public or private investigations inside or outside the state that the department considers necessary to determine whether to approve an application for a license, to determine whether a person has violated or is about to violate this chapter, to aid in the enforcement of this chapter, or to aid in issuing an order or adopting a regulation under this chapter.
Alaska Stat. § 10.30.140 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.140
Maintenance of cemetery land.
Status: in_force

A cemetery association or nonprofit cemetery corporation may enclose, improve, and adorn the grounds and avenues, erect buildings for the use of the association or corporation, adopt rules for the designation and adornment of cemetery lots and for erecting monuments in the cemetery, and prohibit any use, division, improvement, or adornment of a cemetery lot that the association or corporation considers improper.
Alaska Stat. § 10.20.520 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.520
Execution, filing, and effective date of statement.
Status: in_force

The statement shall be executed by the corporation by its president or a vice-president and delivered to the commissioner. Upon finding that the statement conforms to the provisions of this chapter, the commissioner shall file the statement in the commissioner's office, and, upon filing the statement, the change of address of the registered office, or the change of registered agent, or both, becomes effective.
Alaska Stat. § 10.45.133 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.133
Continuity of life.
Status: in_force

Unless the articles of incorporation expressly provide otherwise, a professional corporation shall continue as a separate entity independent of its shareholders for all purposes and for the period of time provided in the articles or until dissolved by a vote of two-thirds of the shareholders. A professional corporation shall continue notwithstanding the death, insanity, incompetency, conviction for felony, resignation, withdrawal, transfer of ownership of shares, retirement, or expulsion of any one or more of the shareholders, the transfer of shares to a new shareholder, or the happening of any other event that under the law of this state and under like circumstances would work a dissolution of a partnership.
Alaska Stat. § 10.20.231 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.231
Procedure for consolidation.
Status: in_force

The board of directors of each corporation shall, by a resolution, approve a plan of consolidation setting out (1) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereafter referred to as the new corporation;

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

(3) all of the statements with respect to the new corporation required to be set out in articles of incorporation for corporations organized under this chapter;

(4) other provisions with respect to the consolidation considered necessary or desirable.
Alaska Stat. § 10.06.630 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.630
Avoiding dissolution by verified complaint; purchase of plaintiff's shares; determination of fair value; stay; appraisal; award; appeal.
Status: in_force

(a) Subject to a contrary provision in the articles of incorporation, in a suit for involuntary dissolution under AS 10.06.628 the corporation or, if it does not elect to purchase, the holders of 50 percent or more of the voting power of the corporation, the purchasing parties, may avoid the dissolution of the corporation and the appointment of a receiver by purchasing for cash the shares owned by the plaintiffs, the moving parties, at their fair value. The fair value shall be determined on the basis of the liquidation value, taking into account the possibility of sale of the entire business as a going concern in a liquidation. The election of the corporation to purchase may be made by the approval of the outstanding shares excluding shares held by the moving parties.

(b) If the purchasing parties elect to purchase the shares owned by the moving parties, and are unable to agree with the moving parties upon the fair value of the shares, and give bond with sufficient security to pay the estimated reasonable expenses, including attorney fees, of the moving parties if the expenses are recoverable under (c) of this section, the court upon application of the purchasing parties shall stay the winding up and dissolution proceeding and shall proceed to ascertain and fix the fair value of the shares owned by the moving parties.

(c) The court shall appoint three disinterested appraisers to appraise the fair value of the shares owned by the moving parties, and shall make an order referring the matter to the appraisers for the purpose of ascertaining the value of the shares. The order shall prescribe the time and manner of producing evidence if evidence is required. The award of the appraisers or of a majority of the appraisers, when confirmed by the court, is final and conclusive upon all parties. The court shall enter a decree that provides in the alternative for winding up and dissolution of the corporation unless payment is made for the shares within the time specified by the decree. If the purchasing parties do not make payment for the shares within the time specified, judgment shall be entered against the purchasing parties and the surety or sureties on the bond for the amount of the expenses, including attorney fees, of the moving parties. A shareholder aggrieved by the action of the court may appeal.

(d) If the purchasing parties desire to prevent the winding up and dissolution, they shall pay to the moving parties the value of their shares as provided under this section less an allowance for the costs of the appraisal as the court shall determine. In the case of an appeal, the purchasing parties shall pay to the moving parties the value of the shares and costs of appraisal as fixed on appeal. On receiving payment or the tender of payment as determined by the court, the moving parties shall transfer their shares to the purchasing parties.

(e) For the purposes of this section, shareholder includes a beneficial owner of shares who has entered into an agreement under AS 10.06.425 (a).
Alaska Stat. § 10.15.525 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.525
Rights, exemptions, and privileges of foreign cooperatives.
Status: in_force

A foreign cooperative which has a member residing in the state, and which distributes its proceeds and savings according to this chapter or the law of the state where it is incorporated, is entitled to all rights, exemptions, and privileges of a cooperative organized under this chapter, if it is authorized to do business in the state as provided in AS 10.06 (Alaska Corporations Code).
Alaska Stat. § 10.15.375 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.375
Shareholder and member voting on amendments to articles.
Status: in_force

(a) If a proposed amendment to articles would affect a shareholder, the shareholder, whether or not permitted to vote by the articles, may cast one vote on the amendment regardless of the dollar amount of stock or number of affected classes of stock held by the shareholder. However, the articles may permit the affected shareholder to cast one vote for each share of stock the shareholder holds other than membership stock. A member holding stock affected by a proposed amendment may vote both as a member and as an affected shareholder.

(b) If a shareholder is entitled to vote on a proposed amendment, the meeting at which the proposed amendment is to be voted upon shall be a joint meeting of members and affected shareholders. Notice of the meeting together with a copy of the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each shareholder of record entitled to vote on the amendment within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment is adopted if it receives the affirmative vote of a majority of the votes of the affected shareholders entitled to vote.

(c) For the purpose of this section, a shareholder is affected as to a class of stock owned by the shareholder if an amendment would expressly (1) decrease the dividends to which the class is entitled or change the method by which the dividend rate on the class is fixed;

(2) restrict rights to transfer the class;

(3) give to another existing or new class of stock or equity interest not previously entitled to it preference as to dividends or upon dissolution which is the same or higher than preferences of that class;

(4) change the par value of shares of the class or of any other class having the same or higher preferences as to dividends or upon dissolution;

(5) increase the number of authorized shares of a class having higher preferences as to dividends or upon dissolution;

(6) require or permit an exchange of shares of a class with lower preferences as to dividends or upon dissolution for shares of that class or any other class with the same or higher preferences.
Alaska Stat. § 10.10.140 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.140
Designation of depository; prohibition against receiving deposits.
Status: in_force

The corporation may not deposit any of its funds in a banking institution unless the institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of a director who is an officer or director of the depository. The corporation may not receive money on deposit.
Alaska Stat. § 10.30.050 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.050
Bylaws.
Status: in_force

A cemetery association may enact bylaws necessary for the proper management of the association and may prescribe the terms on which members may be admitted, the number of its trustees and officers, and the time and manner of their election or appointment, and the time and place of meeting for the trustees and for the association.
Alaska Stat. § 10.50.520 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.520
Contents of articles of merger or consolidation.
Status: in_force

The articles of merger or consolidation required by AS 10.50.515 must state (1) the name of each limited liability company that is a party to the merger or consolidation;

(2) the jurisdiction where each limited liability company that is a party to the merger or consolidation was organized;

(3) that an agreement of merger or consolidation has been approved and signed by each limited liability company that is a party to the merger or consolidation;

(4) the name of the surviving or resulting limited liability company;

(5) the future effective date, which must be a specific date, of the merger or consolidation if the merger or consolidation is not effective when the articles are filed;

(6) that the agreement of merger or consolidation is on file at an office of the surviving or resulting limited liability company and the address of the office;

(7) that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting limited liability company on request and without cost to a person holding an interest in a limited liability company that is a party to the merger or consolidation;

(8) if the surviving or resulting limited liability company is not organized under the laws of this state, a statement that the surviving or resulting limited liability company (A) agrees that it may be served with process in this state in a proceeding to enforce an obligation of a company that is a party to the merger or consolidation and that was organized under the laws of this state, and to enforce an obligation of the surviving or resulting company;

(B) appoints the department as its agent for service of process in an enforcement proceeding under (A) of this paragraph; and

(C) the address to which a copy of the process may be mailed to the surviving or resulting company by the department.
Alaska Stat. § 10.50.550 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.550
Effect of merger or consolidation on property of companies.
Status: in_force

The real and personal property, the debts due, including promises to make capital contributions, other choses in action, and the other interests of the limited liability companies that are parties to a merger or consolidation belong to the surviving or resulting limited liability company without further action by the companies.
Alaska Stat. § 10.45.010 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.010
Incorporation.
Status: in_force

(a) One or more persons each of whom is licensed to render a professional service in this state may incorporate a professional corporation by filing articles of incorporation with the Department of Commerce, Community, and Economic Development. The articles shall meet the requirements of AS 10.06 (Alaska Corporations Code) and, in addition, must include (1) the name of the profession to be practiced by the corporation;

(2) the names and addresses of all original shareholders, directors, and officers;

(3) the address where the professional corporation will have its office.

(b) A certificate from the regulatory board of the profession involved certifying that each of the incorporators, directors, and shareholders is licensed to practice the profession shall be filed with the articles of incorporation.
Alaska Stat. § 10.25.050 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.050
Incorporators.
Status: in_force

Five or more persons, including cooperatives, may organize a cooperative.
Alaska Stat. § 10.45.070 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.070
Management by directors; authority of officers and shareholders.
Status: in_force

(a) The management of a professional corporation shall be vested in the board of directors which shall have the continuing exclusive authority to make the management decisions necessary to the conduct of the profession for which the professional corporation is formed. The officers of the corporation, who shall be elected by the board of directors, have such power and authority to represent the board as the board from time to time expressly or impliedly grants. A shareholder does not have power to bind the corporation within the scope of the corporation's activities merely by virtue of being a shareholder.

(b) A professional corporation that has only one or two shareholders may manage its affairs by directors only, who shall be the shareholders. The one or two shareholders may fill all the general offices of the corporation.
Alaska Stat. § 10.06.518 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.518
Filing of restated articles of incorporation.
Status: in_force

An original and an exact copy of the restated articles of incorporation shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a restated certificate of incorporation.
Alaska Stat. § 10.55.120 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.120
Names.
Status: reserved

Notwithstanding the other provisions of this chapter, if a domestic entity is created under this chapter or if the name of a domestic entity is changed under this chapter, the name of the domestic entity may not be a name that is reserved or registered to another entity under AS 10.35 and must comply with the name requirements of any organic law that applies to the domestic entity.
Alaska Stat. § 10.50.715 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.715
Nonliability of member or manager.
Status: in_force

A member or manager of a foreign limited liability company is not liable for the debts and obligations of the company solely because the company conducts affairs in this state without registration.
Alaska Stat. § 10.06.365 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.365
Prohibited distribution on junior shares; relationship to retained earnings.
Status: in_force

A corporation or a subsidiary of a corporation may not make a distribution to the corporation's shareholders on any shares of its stock of a class or series that is junior to outstanding shares of another class or series with respect to payment of dividends unless the amount of the retained earnings of the corporation immediately before the distribution equals or exceeds the amount of the proposed distribution plus the aggregate amount of the cumulative dividends in arrears on all shares having a preference with respect to payment of dividends over the class or series to which the distribution is made.
Alaska Stat. § 10.20.555 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.555
When amended certificate of authority required.
Status: in_force

A foreign corporation authorized to transact business in the state shall procure an amended certificate of authority if it changes its corporate name, or desires to pursue in the state other or additional purposes than those set out in its earlier application for a certificate of authority, by making application to the commissioner.
Alaska Stat. § 10.20.471 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.471
Assumed corporate name.
Status: in_force

When a foreign corporation, applying for a certificate of authority, has a name that is not available for use by the foreign corporation under AS 10.20.021 (b), it shall (1) select a name under which it elects to do business in the state;

(2) clearly identify on all advertising, contracts, and other legal documents its true corporate name as well as its assumed name.
Alaska Stat. § 10.55.302 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.302
Plan of interest exchange.
Status: in_force

(a) A domestic entity may be the acquired entity in an interest exchange under AS 10.55.301  10.55.306 by approving a plan of interest exchange. The plan must be in a record and contain (1) the name and type of the acquired entity;

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

(3) the manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property;

(4) any proposed amendments to the public organic document or private organic rules that are, or are proposed to be, in a record of the acquired entity;

(5) the other terms and conditions of the interest exchange; and

(6) any other provision required by the law of this state or the organic rules of the acquired entity.

(b) A plan of interest exchange may contain any other provision not prohibited by law.
Alaska Stat. § 10.45.110 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.110
Holding stock, merging or consolidating with another professional corporation.
Status: in_force

A professional corporation may not hold stock in another professional corporation, or merge or consolidate with a foreign professional corporation.
Alaska Stat. § 10.10.070 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.070
Loans by members.
Status: in_force

(a) Each member of the corporation shall make loans to the corporation when called upon by it to do so on the terms and other conditions approved from time to time by the board of directors, subject to the following conditions: (1) all loans limits shall be established at the thousand dollar amount nearest to the amount computed under this subsection;

(2) a loan to the corporation may not be made if immediately thereafter the total amount of the obligations of the corporation would exceed 10 times the amount then paid in on the outstanding capital stock of the corporation;

(3) the total amount outstanding on the loans to the corporation made by any member at any one time, when added to the amount of the investment in the capital stock of the corporation then held by the member, may not exceed (A) 20 percent of the total amount then outstanding on loans to the corporation by all members, including in the total amount outstanding amounts validly called for loan but not yet loaned;

(B) the following limit, to be determined as of the time the member becomes a member on the basis of the audited balance sheet of the member at the close of its fiscal year immediately preceding its application for membership, or in the case of an insurance company, its last annual statement to the state insurance commissioner: two and one-half percent of the capital and surplus of a commercial bank or trust company; one-half of one percent of the total outstanding loans made by a savings and loan association or building and loan association; two and one-half percent of the capital and unassigned surplus of a stock insurance company, except a fire insurance company; two and one-half percent of the unassigned surplus of a mutual insurance company, except a fire insurance company; two and one-half percent of the unassigned surplus of a mutual insurance company, except a fire insurance company; one-tenth of one percent of the assets of a fire insurance company; and such limits as may be approved by the board of directors of the corporation for other financial institutions;

(4) subject to (3)(A) of this subsection, each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members; the adjusted loan limit of a member shall be the amount of the member's loan limit, reduced by the balance of outstanding loans made by the member to the corporation and the investment in capital stock of the corporation held by the member at the time of the call;

(5) all loans to the corporation by members shall be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the corporation, which shall be freely transferable at all times, and which shall bear interest at a rate of not less than one-quarter of one percent in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans; the prime rate of interest is defined in this chapter as the rate of interest normally paid by banks or lending institutions.

(b) A member may not be obligated to make loans to the corporation pursuant to calls made after notice of the intended withdrawal of the member.
Alaska Stat. § 10.50.820 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.820
Filing of documents by department.
Status: in_force

(a) If the department determines that a document filed under this chapter conforms to the filing requirements of this chapter, the department shall (1) mark on the original signed document and on the exact copy the word filed and the date and time of the document's acceptance for filing;

(2) retain the original signed document in the department's files; and

(3) return the exact copy to the person who filed the document or to the person's representative.

(b) The department may not file a document if the requirements of this section are not met.
Alaska Stat. § 10.25.380 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.380
Nonprofit operation.
Status: in_force

A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a cooperative or its contracts with members and patrons must contain such provisions relating to the disposition of revenues and receipts as may be necessary and appropriate to establish and maintain its nonprofit and cooperative character.
Alaska Stat. § 10.30.030 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.030
Effect of filing and recording.
Status: in_force

Upon filing and recording the record as required in AS 10.30.020 the trustees and members of the association and successors are invested with the powers, privileges, and immunities incident to aggregate corporations.
Alaska Stat. § 10.06.930 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.930
Corporate seal as evidence.
Status: in_force

The presence of a corporate seal on a writing purporting to be executed by authority of a corporation shall be prima facie evidence that the writing was executed with the authority of the corporation.
Alaska Stat. § 10.50.665 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.665
Form, manner, and execution of application for cancellation.
Status: in_force

The application for cancellation must be in the form and manner designated by the department and shall be signed on behalf of the foreign limited liability company by (1) a person with authority to sign the application under the law of the state or other jurisdiction of its organization; or

(2) if the company is controlled by a receiver, trustee, or other court-appointed fiduciary, by the receiver, trustee, or other fiduciary.
Alaska Stat. § 10.25.130 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.130
Waiver of notice.
Status: in_force

A person entitled to notice of a meeting may waive notice in writing either before or after the meeting. Attendance at a meeting is a waiver of notice of the meeting, unless the person attends solely to object to the transaction of business because the meeting has not been legally called or convened.
Alaska Stat. § 10.50.710 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.710
Injunctive relief.
Status: in_force

(a) Upon application to the court, if a court finds that a foreign limited liability company has conducted affairs in this state in violation of this chapter, the court may issue, in addition to imposing a civil penalty, an injunction restraining the company from conducting further affairs in this state and from further exercising the company's rights and privileges in this state.

(b) An injunction issued under (a) of this section may continue until the civil penalties, interest, and court costs assessed by the court have been paid and until the foreign limited liability company otherwise complies with this chapter.
Alaska Stat. § 10.06.135 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.135
Procedure for registration of corporate name.
Status: in_force

Registration of a corporate name is made by filing with the commissioner (1) an application for registration executed by an officer of the corporation setting out the name of the corporation, the state or territory under the laws of which it is incorporated, the date of incorporation, a statement that it is doing business, and a brief statement of its business; and

(2) a certificate from an official of the state or territory where the corporation is organized who has custody of the records pertaining to corporations stating that the corporation is in good standing under the laws of that state or territory.
Alaska Stat. § 10.06.020 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.020
Limitations on powers of shareholders, officers, and directors.
Status: in_force

A limitation upon the powers of the shareholders, officers, or directors, or the manner or exercise of their powers, contained in or implied by the articles of incorporation, bylaws, or action of the board, or by AS 10.06.605  10.06.678 or 10.06.705  10.06.788 or by a shareholders' agreement may not be asserted as between the corporation or a shareholder and a third person, except in a proceeding (1) by a shareholder or the state to enjoin the doing or continuance of unauthorized business by the corporation or its officers, or both, in a case where a third party has not acquired rights under AS 10.06.025 (a);

(2) to dissolve the corporation; or

(3) by the corporation or by a shareholder suing in a representative suit against the officers or directors of the corporation for violation of their duty.
Alaska Stat. § 10.55.202 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.202
Plan of merger.
Status: in_force

(a) A domestic entity may become a party to a merger under AS 10.55.201  10.55.206 by approving a plan of merger. The plan must be in a record and contain (1) as to each merging entity, the merging entity's name, jurisdiction of organization, and type;

(2) if the surviving entity is to be created in the merger, a statement to that effect and the surviving entity's name, jurisdiction of organization, and type;

(3) the manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property;

(4) if the surviving entity exists before the merger, any proposed amendments to the surviving entity's public organic document or private organic rules that are, or are proposed to be, in a record;

(5) if the surviving entity is to be created in the merger, the surviving entity's proposed public organic document, if any, and the full text of the surviving entity's private organic rules that are proposed to be in a record;

(6) the other terms and conditions of the merger; and

(7) any other provision required by the law of a merging entity's jurisdiction of organization or the organic rules of a merging entity.

(b) A plan of merger may contain any other provision not prohibited by law.
Alaska Stat. § 10.35.010 — AK Code / Title 10 / Chapter 10.35 / Section 10.35.010
Reservation of name.
Status: reserved

The exclusive right to the use of a business name may be reserved by a person intending to start a business or a person intending to change the name of the person's business.
Alaska Stat. § 10.15.015 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.015
Bylaws.
Status: in_force

The board of directors shall adopt the initial bylaws of a cooperative. The members of the cooperative may alter, amend or repeal the bylaws or adopt new bylaws. Bylaws may contain provisions for the regulation and management of the affairs of the cooperative not inconsistent with law or the articles.
Alaska Stat. § 10.06.105 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.105
Corporate name.
Status: reserved

(a) A corporate name must contain the word corporation, company, incorporated, or limited, or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation.

(b) The corporate name may not contain the word city, borough, or village or otherwise imply that the corporation is a municipality. The name of a city, borough, or village may be used in the corporate name.

(c) A person may not adopt a name that contains the word corporation, incorporated, or limited, or an abbreviation of one of these words, unless the person has been issued a certificate of incorporation, or, in the case of a foreign corporation, a certificate of authority, by the commissioner. This subsection does not prohibit a limited liability company or a limited partnership from using the word limited or an abbreviation of limited in its name.

(d) A corporate name 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 to enforce this subsection. In this subsection, organized entity and reserved or registered name have the meanings given in AS 10.35.040 .
Alaska Stat. § 10.15.578 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.578
Distinguishable name.
Status: reserved

The name of a cooperative association 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 section. In this section, organized entity and reserved or registered name have the meanings given in AS 10.35.040 .
Alaska Stat. § 10.50.810 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.810
Submission of documents to department.
Status: in_force

When a document is required or allowed to be delivered to or filed with the department under this chapter, the person delivering the document shall deliver to the department the required fee, the original signed document, and an exact copy of the document.
Alaska Stat. § 10.10.040 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.040
General powers.
Status: in_force

In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by AS 10.06.010 , the corporation shall, subject to the restrictions and limitations contained in this chapter have the following powers: (1) to elect, appoint, and employ officers, agents, and employees; to make contracts and incur liabilities for a purpose of the corporation, except that the corporation may not incur a secondary liability by way of guaranty or endorsement of the obligations of a person, firm, corporation, joint-stock company, association or trust, or in another manner;

(2) to borrow money from its members and the Small Business Administration and any other federal agency for a purpose of the corporation; to issue for those purposes its bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured, and to secure them by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or a part of them or interest in them, without securing stockholder or member approval;

(3) to make loans to a person, firm, corporation, joint-stock company, association or trust, and to establish and regulate the terms and conditions with respect to the loans and the charges for interest and service connected with them, except that the corporation may not approve an application for a loan unless and until the person applying for the loan shows that the applicant has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution;

(4) to purchase, receive, hold, lease, or otherwise acquire, and to sell, convey, transfer, lease, or otherwise dispose of real and personal property, together with the rights and privileges that are incidental and appurtenant to the property and the use of it, including real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations;

(5) to acquire the good will, business, rights, real and personal property and other assets, or a part of them, or interest in them, of any persons, firms, corporations, joint-stock companies, associations or trusts, and to assume, undertake, or pay the obligations, debts, and liabilities of the person, firm, corporation, joint-stock company, association or trust; to acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of the real estate to others for the construction of industrial plants or other business establishments; and to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments;

(6) to acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes, or other securities and evidences of interest in, or indebtedness of any person, firm, corporation, joint-stock company, association or trust, and while the owner or holder of them to exercise all the rights, powers, and privileges of ownership, including the right to vote on them;

(7) to mortgage, pledge, or otherwise encumber any property, right or thing of value, acquired under the powers contained in (4), (5), and (6) of this section as security for the payment of a part of the purchase price of them;

(8) to cooperate with and avail itself of the facilities of the United States Department of Commerce, the state Department of Commerce, Community, and Economic Development, and any other state or federal governmental agencies; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance, and development of the business prosperity and economic welfare of the communities or of the state or of a part of the state;

(9) to do whatever is necessary or convenient to carry out the powers expressly granted in this chapter.
Alaska Stat. § 10.20.151 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.151
Articles of incorporation; relationship to bylaws; director liability.
Status: in_force

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

(2) the period of its duration, which may be perpetual;

(3) the purpose or purposes for which the corporation is organized;

(4) provisions, not inconsistent with law, which the incorporators elect to set out in the articles of incorporation for the regulation of the internal affairs of the corporation, including provision for distribution of assets on dissolution or final liquidation;

(5) the address of its initial registered office, and the name of its initial registered agent at the address;

(6) the number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors;

(7) the name and address of each incorporator.

(b) It is not necessary to set out in the articles of incorporation any of the corporate powers enumerated in this chapter.

(c) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws is controlling. In all other cases, if a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

(d) In addition to the matters required to be set out in the articles of incorporation by (a) of this section, the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for the breach of fiduciary duty as a director. The articles of incorporation may not eliminate or limit the liability of a director for (1) a breach of a director's duty of loyalty to the corporation;

(2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or

(3) a transaction from which the director derives an improper personal benefit.

(e) The provisions of (d) of this section do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by (d) of this section.
Alaska Stat. § 10.55.609 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.609
Penalty for signing false document.
Status: in_force

A person who signs a document the person knows is false in any material respect with intent that the document be delivered to the department for filing under this chapter is guilty of a class A misdemeanor.
Alaska Stat. § 10.15.390 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.390
Effect of amendments.
Status: in_force

An amendment does not affect an existing cause of action in favor of or against the cooperative, or a pending suit to which the cooperative is a party, or the existing rights of persons other than members or affected shareholders. If the cooperative's name is changed by amendment, a suit brought by or against the cooperative under its former name does not abate for that reason.
Alaska Stat. § 10.06.758 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.758
Change of registered office or registered agent of foreign corporation.
Status: in_force

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

(2) the address of its registered office;

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

(4) the name of its registered agent;

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

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

(7) that the change is authorized by resolution adopted by the board of directors.
Alaska Stat. § 10.55.401 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.401
Conversion authorized.
Status: in_force

(a) Except as otherwise provided in this section, by complying with AS 10.55.401  10.55.406, a domestic entity may become (1) a domestic entity of a different type; or

(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.401  10.55.406 applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.

(c) Unless the provision is amended after July 1, 2014, if a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger.
Alaska Stat. § 10.45.020 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.020
Rendering professional service and charging fees.
Status: in_force

A professional corporation may render one type of professional service only. It may charge fees for the services of its directors, officers, employees, or agents, collect the fees, and compensate those who render the services.
Alaska Stat. § 10.06.348 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.348
Certificates representing shares.
Status: in_force

Except as otherwise provided under AS 10.06.349 , the shares of a corporation shall be represented by certificates signed by the president or vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile of the seal. The signatures of the president or vice-president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation. If an officer who has signed or whose facsimile signature has been placed on the certificate ceases to be an officer before the certificate is issued, the certificate may be issued by the corporation with the same effect as if the officer were an officer at the date of its issue.
Alaska Stat. § 10.50.215 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.215
Termination of membership held by trust, trustee, or estate.
Status: in_force

(a) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, the limited liability company membership held by a trust or trustee terminates when the trust terminates. In this subsection, terminates does not include the substitution of a new trustee.

(b) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, the limited liability company membership held by an estate terminates when the estate's entire limited liability company interest is distributed by the fiduciary of the estate.
Alaska Stat. § 10.15.440 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.440
Merger or consolidation of cooperatives and domestic and foreign corporations.
Status: in_force

(a) One or more cooperatives may merge or consolidate with or into one or more of the following classes of business organizations: (1) a domestic corporation if the domestic corporation complies with AS 10.06 (Alaska Corporations Code) relating to merger or consolidation;

(2) a foreign cooperative if the merger or consolidation is permitted by the laws of the state under which the foreign cooperative is organized and the foreign cooperative complies with the applicable provisions of those laws;

(3) a foreign business corporation if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is organized and the foreign corporation complies with the applicable provisions of those laws.

(b) Each cooperative merging or consolidating under this section shall comply with the provisions of this chapter relating to merger or consolidation.

(c) If the surviving or new business corporation or cooperative, as the case may be, is governed by the laws of another state, it shall comply with the provisions of the AS 10.06 (Alaska Corporations Code) with respect to foreign corporations if it is to transact business in this state.
Alaska Stat. § 10.06.990 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.990
Definitions.
Status: in_force

In this chapter, unless the context otherwise requires, (1) acknowledged means that a document is accompanied by a certificate of its acknowledgment as provided in AS 09.63.010  09.63.130;

(2) affiliate means a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a corporation subject to this chapter;

(3) alien means (A) an individual who is not a citizen or national of the United States, or who is not lawfully admitted to the United States for permanent residence, or paroled into the United States under 8 U.S.C. 1101  1524 (Immigration and Nationality Act), as amended;

(B) a person, other than an individual, that was not created or organized under the laws of the United States or of a state, or whose principal place of business is not located in any state; or

(C) a person, other than an individual, that was created or organized under the laws of the United States or of a state, or whose principal place of business is located in a state, and that is controlled by a person described in (A) or (B) of this paragraph;

(4) approved by the board or approval of the board means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not within the competence of the committee under AS 10.06.468 ;

(5) approved by the outstanding shares or approval of the outstanding shares means approved by the affirmative vote of a majority of the outstanding shares entitled to vote; this approval includes the affirmative vote of a majority of the outstanding shares of each class or series entitled by the articles of incorporation or this chapter to vote as a class or series on the subject matter and also includes the affirmative vote of a greater proportion, including all, of the outstanding shares of a class or series if a greater proportion is required by the articles or this chapter;

(6) approved by the shareholders or approval of the shareholders means approved or ratified by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of shareholders ( AS 10.06.423 ) or by the affirmative vote or written consent of a greater proportion, including all, of the shares of a class or series if a greater proportion is required by the articles of incorporation or this chapter for all or any specified shareholder action;

(7) articles or articles of incorporation means the original or restated articles of incorporation and all amendments and includes articles of merger;

(8) authorized shares means the shares of all classes that the corporation may issue;

(9) board means the board of directors of a domestic or foreign corporation;

(10) commissioner means the commissioner of commerce, community, and economic development or a designee of the commissioner;

(11) common shares means shares that have no preference over other shares with respect to distribution of assets on liquidation or with respect to payment of dividends;

(12) control means (A) owning directly or indirectly, or having the power to vote, 25 percent or more of a class of voting securities of a corporation subject to this chapter; or

(B) influencing or affecting in any substantive manner the election of a majority of the directors or trustees of a corporation subject to this chapter;

(13) corporation or domestic corporation means a corporation for profit subject to the provisions of this chapter, but does not include a foreign corporation or a national bank;

(14) corporation tax means the biennial corporation tax imposed under Alaska law on corporations;

(15) department means the Department of Commerce, Community, and Economic Development;

(16) director means a natural person designated in the articles of incorporation or elected by the incorporators as a director and includes a natural person and successor of that person designated, elected, or appointed by any other name or title to act as a director;

(17) distribution to its shareholders means the transfer of cash or property by a corporation or its subsidiary to its shareholders without consideration, whether by way of dividend or otherwise, except a dividend in shares of the corporation, or the purchase or redemption of its shares for cash or property; the time of a distribution of a dividend is the date of the declaration of the dividend and the time of a distribution by purchase or redemption of shares is the date cash or property is transferred by the corporation, whether or not under a contract of an earlier date; however, if a negotiable debt security is issued in exchange for shares, the time of the distribution is the date when the corporation acquires the shares in the exchange; in the case of a sinking fund payment, cash or property is transferred within the meaning of this paragraph at the time that it is delivered to a trustee for the holders of preferred shares to be used for the redemption of those shares or physically segregated by the corporation in trust for that purpose;

(18) electronic transmission means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient of the communication and that may be directly reproduced in paper form by a recipient through an automated process;

(19) entire board means the total number of directors that the corporation has if there are no vacancies;

(20) filed, unless otherwise expressly provided, means filed in the office of the commissioner;

(21) five percent shareholder means a person owning at least five percent of the shares or five percent of any class of shares of a corporation;

(22) foreign corporation means a corporation for profit organized under laws other than the laws of Alaska for a purpose for which a corporation may be organized under this chapter;

(23) independent accountant means a certified public accountant or a public accountant who is independent of the corporation as determined in accordance with generally accepted auditing standards and who is engaged to audit financial statements of the corporation or perform other accounting services;

(24) liquidation preference means amounts payable for shares of a class upon voluntary or involuntary dissolution, winding up or distribution of the entire assets of the corporation, including any cumulative dividends accrued and unpaid, in priority to shares of another class or classes;

(25) net assets means the amount by which the total assets of a corporation exceed the total debts of the corporation;

(26) oath includes affirmation;

(27) officers' certificate means a certificate signed by the chair of the board, the president or a vice-president and by the secretary, the treasurer, or an assistant secretary or assistant treasurer;

(28) on the certificate means that a statement appears on the face of a share certificate or on the reverse of the certificate with a reference to the statement on the face;

(29) organic change means a merger, consolidation, share exchange, or sale of assets other than in the regular course of business;

(30) paid-in capital means the consideration actually received by a corporation for issuance of its shares, plus any additional amount capitalized by its board under AS 10.06.390 ;

(31) parent means an affiliate controlling a specified corporation directly or indirectly through one or more intermediaries;

(32) person means an individual, a corporation, a partnership, an association, a joint-stock company, an estate, a trust if the interests of the beneficiaries are evidenced by a security, an unincorporated association, a government, a political subdivision of a government, or a combination of these entities;

(33) preferred shares means shares other than common shares;

(34) proxy means a written authorization or an electronic transmission signed by a shareholder or the shareholder's attorney-in-fact giving another person power to vote with respect to the shares of the shareholder;

(35) proxy holder means the person to whom a proxy is given;

(36) redemption price means the amount in cash, property or securities, or any combination of these, payable on shares of any class or series upon the redemption of the shares; unless otherwise expressly provided, the redemption price is payable in cash;

(37) remote communication means communication by means of electronic communication, conference telephone, videoconference, the Internet, electronic transmission, or other means by which persons not physically present in the same location may communicate with and hear each other on a substantially simultaneous basis;

(38) retained earnings means the account of the corporation representing undistributed and uncapitalized net profits, income, gains, and losses from the date of incorporation;

(39) series of shares means those shares within a class that have the same rights, preferences, privileges, and restrictions but that differ in one or more rights, preferences, privileges, or restrictions from other shares within the same class;

(40) shareholder means a holder of record of a share in a corporation;

(41) shares means the units into which the proprietary interests in a corporation are divided;

(42) signed, as it relates to proxies, means the placing of the shareholder's name on the proxy by manual signature by the shareholder or the shareholder's attorney-in-fact or by electronic means if the electronic means clearly demonstrates that the shareholder has authorized the placing of the shareholder's name or the name of the shareholder's attorney-in-fact on the proxy;

(43) state means any of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, or any other territory or possession of the United States;

(44) subscriber means one who subscribes for a share in a corporation before or after incorporation;

(45) subsidiary of a specified corporation means a corporation in which the specified corporation owns more than 50 percent of the voting power directly or indirectly through one or more other subsidiaries of the specified corporation;

(45) surviving corporation means a corporation into which one or more other corporations are merged;

(46) vacancy when used with respect to the board means any authorized position of director that is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors, or otherwise;

(48) verified means that a document has been certified to be true as provided in AS 09.63.040 ;

(49) vote includes authorization by written consent subject to the provisions of AS 10.06.423 and 10.06.475;

(50) voting power means the power to vote for the election of directors at the time a determination of voting power is made and does not include the right to vote upon the happening of a condition or event that has not yet occurred; when different classes of shares are entitled to vote as separate classes for different members of the board, the determination of percentage of voting power shall be made on the basis of the percentage of the total number of authorized directors that the shares in question have the power to elect in an election at which all shares then entitled to vote for the election of any directors are voted;

(51) writing includes any form of recorded message capable of comprehension by ordinary visual means.