reglab/housing_qa huggingface dataset:
AK Stat § 10.15.350 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 2. Formation of Cooperatives.|Sec. 10.15.350. Contents of articles of incorporation; director liability.

(a) The articles of incorporation must set forth (1) the name of the cooperative and that it is a cooperative; (2) the period of duration, which may be perpetual; (3) the purposes for which the cooperative is organized; (4) whether the cooperative is organized with or without membership stock, the amount of the membership fee, and the limitations, if any, on transfer of a membership; (5) the number and par value, if any, of shares of each authorized class of stock, and if more than one class is authorized, the designation, preferences, limitations and relative rights of each class; (6) which classes of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to the classes of membership stock; (7) any limitation of the right to acquire or recall stock; (8) the basis of distribution of assets in the event of dissolution or liquidation; (9) the address of its initial registered office and the name of its initial registered agent at that address; (10) the number of directors, not less than three, constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of the members or until their successors are elected and take office; (11) the name and address of each incorporator. (b) 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 or its members 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; (3) wilful or negligent conduct involved in the payment of dividends or the redemption of stock from other than lawfully available funds; or (4) a transaction from which the director derives an improper personal benefit. (c) The provisions of (b) 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 (b) of this section.
AK Stat § 10.15.355 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 2. Formation of Cooperatives.|Sec. 10.15.355. Other provisions in articles; relationship of articles to bylaws.

It is not necessary to set forth in the articles the corporate powers enumerated in this chapter. The articles may include additional provisions, not inconsistent with law, for the regulation of the internal affairs of the cooperative, including any provision which under this chapter is required or permitted to be set forth in the bylaws. A provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.
AK Stat § 10.15.360 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 2. Formation of Cooperatives.|Sec. 10.15.360. Organizational meeting of directors.

After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles shall be held, either inside or outside the state, at the call of a majority of the incorporators for the purpose of adopting bylaws, electing officers and transacting such other business as may come before the meeting.
AK Stat § 10.15.365 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 3. Amendment and Restatement of Articles.|Sec. 10.15.365. Amendment of articles.

A cooperative may amend its articles from time to time as may be desired, so long as its articles as amended contain only those provisions which might be lawfully contained in the original articles at the time of making the amendment, and, if a change in shares or the rights of shareholders or members, or an exchange, reclassification, or cancellation of shares or the rights of shareholders or members is to be made, those provisions necessary to effect the change, exchange, reclassification, or cancellation.
AK Stat § 10.15.370 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 3. Amendment and Restatement of Articles.|Sec. 10.15.370. Procedure for adopting amendments.

(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.
AK Stat § 10.15.375 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 3. Amendment and Restatement of Articles.|Sec. 10.15.375. Shareholder and member voting on amendments to articles.

(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.
AK Stat § 10.15.380 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 3. Amendment and Restatement of Articles.|Sec. 10.15.380. Execution and content of articles of amendment.

Following adoption of an amendment to the articles, it shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out (1) the name of the cooperative; (2) if an amendment changes a provision of the original or amended articles, an identification by reference or description of the affected provision and a statement of its text as it is amended to read, or, if an amendment strikes or deletes a provision of the original or amended articles, an identification by reference or description of the provision stricken or deleted and a statement that it is stricken or deleted, and, if the amendment is an addition to the original or amended articles, a statement of that fact and the full text of the provision added; (3) the date of the adoption of the amendment by the members; (4) the numbers of members voting for and against the amendment; (5) if affected shareholders had the right to vote, the number of affected shareholders, the number of shareholder votes entitled to be voted on the amendment, and the number of shareholder votes cast for and against the amendment.
AK Stat § 10.15.385 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 3. Amendment and Restatement of Articles.|Sec. 10.15.385. Filing of articles of amendment.

Duplicate originals of the articles of amendment shall be filed, and a certificate of amendment shall be issued and delivered to the commissioner.
AK Stat § 10.15.390 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 3. Amendment and Restatement of Articles.|Sec. 10.15.390. Effect of amendments.

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.
AK Stat § 10.15.395 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 3. Amendment and Restatement of Articles.|Sec. 10.15.395. Governing law.

The provisions of AS 10.06 (Alaska Corporations Code) relating to restated articles of business corporations apply to cooperatives, except that the restated articles need not set forth the amount of stated capital.
AK Stat § 10.15.400 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.400. Merger and consolidation.

Two or more cooperatives may merge or consolidate pursuant to a plan of merger or consolidation adopted in the manner provided in AS 10.15.405 - 10.15.415.
AK Stat § 10.15.405 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.405. Approval and contents of plan of merger or consolidation.

The board of each cooperative shall, by resolution adopted by each board, approve a plan of merger or consolidation setting forth (1) the names of the cooperatives proposing to merge or consolidate, and the name of the cooperative into which they propose to merge or the name of the new cooperative into which they propose to consolidate; (2) the terms and conditions of the proposed merger or consolidation; (3) the effect of the proposed merger or consolidation on all members and shareholders of each of the cooperatives; (4) in the case of a plan for consolidation, the articles of the new cooperative, which must include all of the statements required to be set forth in articles for cooperatives organized under this chapter; (5) other provisions with respect to the proposed merger or consolidation considered necessary or desirable.
AK Stat § 10.15.410 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.410. Adoption of plan of merger or consolidation.

The board of each cooperative, upon approving the plan of merger or plan of consolidation, shall by resolution direct that the plan be submitted to a vote at a meeting of members and shareholders, or if there are no shareholders at an annual or a special meeting of members. Written notice shall be given to each member and each shareholder in the manner provided in this chapter for meetings of members, and adoption of the plan shall be by affirmative vote of a majority of the member votes cast and affirmative vote of a majority of shareholder votes entitled to be cast.
AK Stat § 10.15.415 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.415. Abandonment of plan of merger or consolidation.

After adoption of the plan, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned under provisions, if any, set forth in the plan of merger or consolidation.
AK Stat § 10.15.420 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.420. Execution of articles of merger or consolidation.

Upon adoption of the plan of merger or consolidation, articles of merger or articles of consolidation, as the case may be, shall be executed in duplicate by each cooperative by its president or a vice-president and by its secretary or an assistant secretary.
AK Stat § 10.15.425 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.425. Contents of articles.

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.
AK Stat § 10.15.430 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.430. Filing of articles.

Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner, who, upon finding the articles conform to law, shall, when all fees and charges prescribed in this chapter have been paid, (1) endorse on each duplicate original the word “filed” and the date of the filing; (2) file one of the duplicate originals in the commissioner's office; (3) issue and deliver to the surviving or new cooperative or to its representative, a certificate of merger or a certificate of consolidation to which the commissioner shall affix the other duplicate original, and the merger or consolidation is effective upon the issuance of the certificate.
AK Stat § 10.15.435 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.435. Effect of merger or consolidation.

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.
AK Stat § 10.15.440 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.440. Merger or consolidation of cooperatives and domestic and foreign corporations.

(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.
AK Stat § 10.15.445 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.445. Effect of merger or consolidation.

(a) If the surviving or new corporation is a cooperative, the effect of the merger or consolidation is the same as provided in this chapter for the merger or consolidation of cooperatives. (b) If the surviving or new corporation is a domestic corporation, the effect of the merger or consolidation is the same as provided in AS 10.06 (Alaska Corporations Code) for the merger or consolidation of domestic corporations. (c) If the surviving or new corporation or cooperative is governed by the laws of another state, the effect of the merger or consolidation is the same as in the case of the merger or consolidation of cooperatives or domestic corporations, as the case may be, except insofar as the laws of the other state provide otherwise.
AK Stat § 10.15.455 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative.|Sec. 10.15.455. Definitions.

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.
AK Stat § 10.15.460 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 5. Dissolution.|Sec. 10.15.460. Voluntary dissolution by act of cooperative.

(a) A cooperative may be dissolved by the act of the cooperative, when authorized in the manner set out in this section. (b) The board shall adopt a resolution directing the question of dissolution to be submitted to a vote at an annual or special meeting of members. (c) Written notice shall be given to each member in the manner provided in this chapter for the giving of notice of meetings of members, and must state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the cooperative. (d) At the meeting a vote of members shall be taken on a resolution to dissolve the cooperative. The resolution is adopted if it receives the affirmative vote of two-thirds of the member votes cast. The articles may permit shareholders to vote on a resolution for dissolution, and may fix the proportion of authorized shareholder votes required for adoption.
AK Stat § 10.15.465 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 15. Alaska Cooperative Corporation Act|Article 5. Dissolution.|Sec. 10.15.465. Execution and content of statement of intent to dissolve.

Upon the adoption of the resolution, a statement of intent to dissolve shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out (1) the name of the cooperative; (2) the names and addresses of its officers; (3) the names and addresses of its directors; (4) a copy of the resolution adopted authorizing the dissolution of the cooperative; (5) the date of the adoption of the resolution; (6) the number of member votes for and against the resolution; (7) if shareholders were authorized to vote on the resolution, the total number of authorized shareholder votes, the number of votes cast for and against the resolution, and the number of votes required by the articles for adoption.