reglab/housing_qa huggingface dataset:
AK Stat § 10.06.483 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 6. Directors, Officers, Employees, and Agents.|Sec. 10.06.483. Officers; tenure, resignation, authority, and duties.

(a) A corporation shall have a president, a secretary, a treasurer, and other officers with titles and duties as stated in the bylaws of the corporation or determined by the board and as may be necessary to enable the corporation to sign instruments and share certificates. Any two or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the corporation is owned by one person, the person may hold all or any combination of offices. (b) Except as otherwise provided in the articles or bylaws of the corporation, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under a contract of employment. An officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under a contract to which the officer is a party. (c) All officers as between themselves and the corporation have the authority and shall perform the duties in the management of the corporation as provided in the bylaws of the corporation or, to the extent not provided in the bylaws, as provided by the board. (d) Subject to the provisions of AS 10.06.020, a note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing, and an assignment or endorsement of these, executed or entered into between the corporation and another person, if signed by two individuals, one of whom is the chairman of the board, the president, or a vice-president and the other of whom is the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, is not invalidated as to the corporation by a lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the instrument. (e) An officer shall perform the duties of the office in good faith and with that degree of care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (f) of this section, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data in each case prepared or presented by legal counsel or public accountants. (f) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by (e) of this section unwarranted.
AK Stat § 10.06.485 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 6. Directors, Officers, Employees, and Agents.|Sec. 10.06.485. Loans to directors, officers, and employees.

(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.
AK Stat § 10.06.504 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.504. Procedure to amend articles of incorporation; application to certain elections.

(a) A corporation shall amend its articles of incorporation in the following manner: (1) if shares have not been issued, the board shall adopt a resolution setting out the proposed amendment or amendments; (2) subject to AS 10.06.506, if shares have been issued, an amendment shall be approved by the board and the outstanding shares; approval may be initiated by the shareholders either before or after consideration by the board; if the board adopts a resolution setting out a proposed amendment, the board shall direct that the amendment be submitted to a vote at a meeting of shareholders that may be either the annual or a special meeting; if approval of the outstanding shares is obtained before action by the board, the board shall consider and either approve or reject the amendment at the next regular or special meeting; (3) unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the articles of incorporation without shareholder action: (A) to delete the names and addresses of the initial directors; (B) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the commissioner; or (C) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding. (b) A proposed amendment may be contained in restated articles of incorporation that contain (1) a statement that except for the designated amendment the restated articles correctly set out without change the provisions of the articles being amended; and (2) a statement that the restated articles together with the designated amendment supersede the original articles and all amendments to the original articles. (c) Written notice setting out the proposed amendment or amendments or a summary of the changes to be made shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the amendment is to be considered at an annual meeting, the proposed amendment or summary may be included in the notice of the annual meeting. (d) The requirement of an affirmative vote of at least two-thirds of the shares entitled to vote for the adoption of an amendment to the articles of incorporation as provided in former AS 10.05.276 shall remain in force for corporations existing before July 1, 1989. (e) Notwithstanding (d) of this section, an election to be governed by the voting provisions of AS 10.06.504 - 10.06.506, may be made in the same manner as an amendment to the articles of incorporation is made under those sections. An election under this subsection requires the affirmative vote of at least two-thirds of the shares entitled to vote under former AS 10.05.276(3).
AK Stat § 10.06.506 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.506. Class voting on amendments.

(a) The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not the holders are entitled to vote on the amendment by the provisions of the articles of incorporation, if the amendment (1) increases or decreases the aggregate number of authorized shares of the class; (2) exchanges, reclassifies, or cancels all or part of the shares of the class; (3) exchanges or creates a right of exchange of all or part of the shares of another class into the shares of the class; (4) changes the designations, preferences, limitations, or relative rights of the shares of the class; (5) changes the shares of the class into the same or a different number of shares of the same class or another class; (6) creates a new class of shares having rights and preferences prior and superior to the shares of the class, or increases the rights and preferences or the number of authorized shares of a class having rights and preferences prior or superior to the shares of the class; (7) divides the shares of a preferred or special class into series and fixes and determines the designation of the series and the variations in the relative rights and preferences between the shares of the series or authorizes the board to do so; (8) limits or denies the existing preemptive rights of the shares of the class; (9) cancels or otherwise affects dividends on the shares of the class that are accrued but not declared. (b) If the holders of the outstanding shares of a class are entitled to vote as a class under (a) of this section, the amendment is not approved unless it receives a majority vote of the outstanding shares of that class and approval of the outstanding shares.
AK Stat § 10.06.508 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.508. Greater voting requirements.

If the articles of incorporation require the vote of a larger proportion or of all of the shares of a class or series, or of a larger proportion or of all the directors, than is otherwise required by this chapter, the provision in the articles requiring the greater vote may not be altered, amended, or repealed except by that greater vote unless otherwise provided in the articles.
AK Stat § 10.06.510 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.510. Execution and content of articles of amendment.

The articles of amendment shall be executed by the corporation by its president or vice-president and by its secretary or an assistant secretary and must set out the (1) name of the corporation; (2) amendment adopted; (3) date of the approval of the amendment by the board and outstanding shares, or by the board if shares have not been issued; (4) number of shares outstanding and the number of shares entitled to vote, and, if the shares of a class are entitled to vote as a class, the designation and number of outstanding shares of each class entitled to vote; (5) number of shares voted for and against the amendment and, if the shares of a class are entitled to vote as a class, the number of shares of each class voted for and against the amendment or, if shares have not been issued, a statement to that effect; and (6) manner in which an exchange, reclassification, or cancellation of issued shares is to be carried out if the amendment provides for an exchange, reclassification, or cancellation of issued shares and is not set out in the amendment.
AK Stat § 10.06.512 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.512. Filing of articles of amendment.

An original and an exact copy of the articles of amendment shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of amendment.
AK Stat § 10.06.514 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.514. Effective date and effect of amendment.

(a) An amendment is effective upon the issuance of a certificate of amendment by the commissioner, or on a later date, not more than 30 days after the filing of the certificate with the commissioner, as provided in the articles of amendment. (b) An amendment may not affect an existing cause of action in favor of or against the corporation, or a pending suit to which the corporation is a party, or the existing rights of persons other than shareholders. If the corporate name is changed by amendment, a suit brought by or against the corporation under its former name does not abate.
AK Stat § 10.06.516 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.516. Restated articles of incorporation.

A domestic corporation may, by resolution adopted by the board, restate its articles of incorporation as amended up to that time. Upon the adoption of the resolution, restated articles shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out all of the operative provisions of the articles as amended up to that time together with a statement that the restated articles correctly set out without change the corresponding provisions of the articles as amended up to that time and that the restated articles supersede the original articles and all amendments to them.
AK Stat § 10.06.518 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.518. Filing of restated articles of incorporation.

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.
AK Stat § 10.06.520 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.520. Effect of issuance of restated certificate of incorporation.

Upon the issuance of a restated certificate of incorporation, the restated articles of incorporation become effective and supersede the original articles and all amendments.
AK Stat § 10.06.522 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.522. Amendment of articles of incorporation in reorganization proceedings.

(a) If a plan of reorganization of a corporation has been confirmed by decree or order of a court in proceedings for the reorganization of the corporation under an applicable statute of the United States relating to reorganization of corporations, the articles of the corporation may be amended as necessary in the manner provided in (c) of this section, in order to carry out the plan and put it into effect, only if the articles as amended contain provisions that might be lawfully contained in original articles at the time of the making of the amendment. (b) In particular, and without limitation upon the general power of amendment, the articles of incorporation may be amended to (1) change the corporate name, period of duration, or corporate purposes of the corporation; (2) repeal, alter, or amend the bylaws of the corporation; (3) change the aggregate number of shares or shares of a class that the corporation has authority to issue; (4) change the preferences, limitation, and relative rights of all or part of the shares of the corporation, and classify, reclassify, or cancel all or part of the shares, whether issued or unissued; (5) authorize the issuance of bonds, debentures, or other obligations of the corporation, whether or not convertible into shares of a class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of a class, and fix the terms and conditions of the bonds, debentures, or other obligations; and (6) constitute or reconstitute and classify or reclassify the board of the corporation, and appoint directors and officers in place of or in addition to all or any of the directors or officers then in office. (c) Articles of amendment approved by decree or order of a court shall be executed by the person or persons the court designates or appoints for the purpose and must set out the name of the corporation, the amendments of the articles approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered, and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation under an applicable statute of the United States.
AK Stat § 10.06.524 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.524. Filing of amendment of articles in reorganization proceedings.

An original and an exact copy of the articles of amendment in reorganization proceedings shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of amendment.
AK Stat § 10.06.526 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 7. Amendments and Changes.|Sec. 10.06.526. Effective date and effect of amendment of articles in reorganization proceedings.

An amendment becomes effective upon the issuance of a certificate of amendment in reorganization proceedings, and the articles are considered to be amended without action by the directors or shareholders of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and shareholders of the corporation.
AK Stat § 10.06.530 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.530. Merger.

Two or more domestic corporations may merge into one of such corporations under a plan of merger approved in the manner provided in AS 10.06.530 - 10.06.582.
AK Stat § 10.06.532 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.532. Procedure for merger.

A plan of merger approved by a resolution of the board of each corporation shall be proposed setting out (1) the names of the corporations proposing to merge and the name of the surviving corporation into which they propose to merge; (2) the terms and conditions of the proposed merger; (3) the manner and basis of converting the shares of each merging corporation into shares or other securities or obligations of the surviving corporation; (4) a statement of changes in the articles of incorporation of the surviving corporation caused by the merger; and (5) other provisions of the merger considered necessary or desirable.
AK Stat § 10.06.534 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.534. Consolidation.

Two or more domestic corporations may consolidate into a new domestic corporation under a plan of consolidation approved in the manner provided in AS 10.06.530 - 10.06.582.
AK Stat § 10.06.536 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.536. Procedure for consolidation.

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.
AK Stat § 10.06.538 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.538. Share exchange.

All of the issued or outstanding shares of one or more classes of a domestic corporation may be acquired through the exchange of all of the issued or outstanding shares of the class or classes by another domestic or foreign corporation under a plan of exchange approved in the manner provided in AS 10.06.530 - 10.06.582.
AK Stat § 10.06.540 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.540. Procedure for share exchange.

(a) A plan of exchange approved by a resolution of the board of each corporation shall be proposed setting out (1) the name of the corporation the shares of which are proposed to be acquired by exchange and the name of the acquiring corporation; (2) the terms and conditions of the proposed exchange; (3) the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring corporation or another corporation, or, in whole or in part, for cash or other property; (4) other provisions of the proposed exchange considered necessary or desirable. (b) The procedure authorized by this section does not limit the power of a corporation to acquire all or part of the shares of any class or classes of a corporation through voluntary exchange or otherwise by agreement with the shareholders.
AK Stat § 10.06.542 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.542. Disparate treatment of shares of the same class or series prohibited; exceptions.

(a) Except as provided in (b) of this section all shares of the same class or series shall be treated equally with respect to a distribution of shares, cash, property, rights, or securities in any plan of merger, consolidation, or share exchange. (b) Disparate treatment of shares of the same class or series may be proposed in a plan of merger, consolidation, or share exchange if (1) disparate treatment is necessary to preserve a subchapter S election under the Internal Revenue Code of 1954; (2) there is a sound business reason for disparate treatment and proponents of the plan prove it is consistent with fiduciary duties owed to all shareholders; or (3) there is unanimous consent of all shareholders.
AK Stat § 10.06.544 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.544. Notice to and approval by shareholders.

Upon approval by the board of each corporation of a plan of merger, consolidation, or exchange, each board shall, by resolution, direct that the plan be submitted for approval, at either an annual or special meeting, by the outstanding shares of each corporation. Written notice shall be given to each shareholder of record, whether or not the share or shares of the shareholder have voting rights under the articles of the corporation, not less than 20 days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders. Whether the meeting is an annual or special meeting, the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed plan of merger, consolidation, or exchange. A copy or summary of the plan of merger, consolidation, or exchange, as well as a copy of AS 10.06.574 and 10.06.576, concerning the rights of a dissenting shareholder, shall be included with the notice.