reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 13. Alaska BIDCO Act › Article 7. Enforcement. › Sec. 10.13.830. Civil penalty.

(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the department, even if the order, regulation, declaratory ruling, or written interpretative opinion is later amended, rescinded, or repealed, or determined by judicial or other authority to be invalid.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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 13. Alaska BIDCO Act › Article 8. General Provisions. › Sec. 10.13.860. Application of Administrative Procedure Act to proceedings.

A proceeding under AS 10.13.830 is subject to AS 44.62 (Administrative Procedure Act). Except as otherwise provided in this chapter, other proceedings and actions under this chapter are exempt from AS 44.62.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 13. Alaska BIDCO Act › Article 8. General Provisions. › Sec. 10.13.870. Appeals.

A final order of an administrative proceeding under AS 10.13.710 - 10.13.760, 10.13.800, 10.13.810, or 10.13.830 may be appealed to the superior court.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 13. Alaska BIDCO Act › Article 8. General Provisions. › Sec. 10.13.880. Application of law under which licensee incorporated.

Except as otherwise provided in this section, the provisions of the law under which a licensee is incorporated apply to the licensee. If a provision of the licensee's incorporating law conflicts with a provision of this chapter, this chapter controls.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 13. Alaska BIDCO Act › Article 8. General Provisions. › Sec. 10.13.890. Associates.

(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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 13. Alaska BIDCO Act › Article 8. General Provisions. › Sec. 10.13.900. Other licenses.

A corporation that is licensed under this chapter may apply for and be issued a license under another law of the state, federal government, or of another state in the United States unless the transaction of business by the corporation as a licensee under the other license would violate this chapter or would be contrary to the purposes of this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 13. Alaska BIDCO Act › Article 8. General Provisions. › Sec. 10.13.930. Confidentiality.

(a) The commissioner, deputies, and other employees of the department may not disclose information acquired by them in the discharge of their duties under this chapter except to the extent disclosure of the information is required by law, other than the public records provisions of AS 40.25.110 - 40.25.220, or is required by court order.
(b) Notwithstanding (a) of this section, the department may disclose information that is confidential under (a) of this section if the department determines that disclosure of the information is necessary to promote the public interest. This subsection does not authorize the disclosure of information acquired by the department in the course of an examination of a licensee.
(c) [Repealed, § 4 ch 26 SLA 2018.]
(d) A BIDCO may provide to a current or prospective creditor or shareholder of the BIDCO a copy of an examination report on the BIDCO made by the department under this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.010. General powers.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.015. Bylaws.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.020. Membership.

(a) Membership in a cooperative is conditioned on ownership of a share of membership stock or payment of a membership fee as set forth in the articles. However, the bylaws of a cooperative may authorize membership conditioned upon payment of part of the membership fee or payment for part of the membership stock subscribed for and compliance with an agreement to pay the balance.
(b) The bylaws of the cooperative shall set forth the qualifications for membership and method of acceptance of members; however, the bylaws may not deny membership privileges or votes to any owner or holder of a producer's certificate of equity if they own or hold payable or past due certificates of $2,500 or more.
(c) Bylaws may provide for termination of membership and the conditions and terms of termination.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.025. Registered office and registered agent.

Each cooperative shall continuously maintain in this state a registered
(1) office which may, but need not, be the same as its place of business;
(2) agent, who may be either an individual resident in the state whose business office is identical with the registered office, or a domestic corporation having a business office identical with the registered office, or a foreign corporation authorized to transact business in the state and having a business office identical with the registered office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.030. Change of registered office or agent.

A cooperative may change its registered office or registered agent under the procedure set out in AS 10.06.165, and a person who has been designated by a cooperative as its registered agent may resign under the procedure set out in AS 10.06.170.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.040. Defense of ultra vires.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.045. Capital stock.

A cooperative, including a cooperative that requires a membership fee rather than the holding of membership stock as a prerequisite of membership, may issue the number of shares of capital stock stated in its articles. The shares may be divided into more than one class with the designations, preferences, limitations and relative rights stated in the articles, except that capital stock has no voting power except as specifically authorized in this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.060. Payment required for issuance.

A stock certificate may not be issued except upon payment of the par value of the shares it represents if the shares have par value, or if the shares are without par value, upon payment of the consideration for the shares expressed in dollars as fixed for the shares by the board. Payment for shares may be in cash or other tangible or intangible property. If payment is made in property other than cash, the value of the property shall be determined by the board. The determination, if made in good faith, is conclusive.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.070. Certificates representing shares.

Each certificate of stock of a cooperative must bear the manual or facsimile signature of a principal officer and must include the following information:
(1) the name of the cooperative, number and class of the shares represented by the certificate, the par value of each share or a statement that the shares are without par value, and if the shares are membership stock, that designation;
(2) any restrictions on the issuance or transfer of the shares;
(3) if more than one class of stock is authorized or if stock is authorized in a cooperative that requires a membership fee of its members, designation of the several classes of stock and the respective preferences, limitations, and relative rights of the classes; instead of a full statement, the information required by this paragraph may be given in summary form.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.080. Determining who are shareholders for purposes of notice, voting, and dividends.

For the purpose of determining shareholders entitled to notice of or to vote at meetings, or entitled to receive payment of a dividend, the bylaws may fix in advance a date as the record date for the determination of shareholders. The date shall be not more than 50 days and not less than 10 days prior to the date on which the particular action requiring the determination of shareholders is to be taken. If no record date is fixed by the bylaws, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, is the record date for the determination of shareholders. When a determination of shareholders entitled to vote at a meeting is made as provided in this section, the determination applies to any adjournment of that meeting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.090. Limitation of liability of members.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.100. Recall, acquisition, exchange, redemption, and reissuance of stock or other evidence of equity.

Unless the articles provide otherwise, a cooperative may recall membership stock upon termination of membership, and acquire, exchange, redeem, and reissue its own shares or other evidences of equity. The consideration paid for shares of membership stock recalled by the cooperative shall be the par value of the shares plus accrued and unpaid dividends, if any. However, if the shares have no par value the consideration paid shall be the consideration in dollars for which the shares were issued plus accrued and unpaid dividends. The cooperative may set off obligations to it of the holder of membership stock or other evidence of equity.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.105. Limitations on acquisition, recall, exchange, or redemption.

No acquisition, recall, or redemption of stock or other evidence of equity may be made if the result would be to bring the value of the remaining assets of the cooperative below the aggregate of its indebtedness. The articles may provide limitations on the right of a cooperative to acquire, recall, exchange, or redeem its shares or other evidences of equity.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.115. Missing certificates or ownership records.

(a) When a certificate for a security issued by a cooperative is missing, the cooperative shall issue a duplicate certificate upon the request of the owner and upon the furnishing of the indemnity required by the cooperative.
(b) When records showing ownership of securities are missing or if records upon which the apportionment of securities is based are missing, and in either case if the information which is missing is necessary to a proposed redemption of the securities, the cooperative may give notice and redeem the securities as follows:
(1) the cooperative shall set aside an amount equal to the value of the securities to be redeemed;
(2) the cooperative shall give notice of the redemption to all owners of securities of whom the cooperative has knowledge;
(3) if the ownership of any securities is unknown to the cooperative, it shall publish notice of the redemption at least once a month for four months in a newspaper of general circulation in the judicial district in which the registered office of the cooperative is located;
(4) after publication, unclaimed outstanding securities represented by the missing records may be terminated in accordance with the provisions of this chapter dealing with unclaimed distributions, redemptions or proceeds.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.120. Meetings of members.

(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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.125. Districts and district meetings.

A cooperative may provide in its bylaws (1) for the formation of districts, and the holding of member meetings by districts and the holding of elections of directors at district meetings; and (2) that delegates may be elected at district meetings to represent their districts in annual and special meetings of the members. Notice of district meetings shall be given in the same manner as prescribed in AS 10.15.120 for member meetings.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.130. Voting by members.

(a) Each member has one vote except that bylaws may authorize voting according to actual, estimated or potential patronage, or a combination of these plans of voting. Shares of stock may not be given voting power except in the specific instances authorized by this chapter.
(b) Members may not vote by proxy. However, a member that is a corporation, association or partnership may designate a representative to cast its vote. In the absence of written notice that a person has been designated to represent a member which is other than a natural person, the member may be represented by any of its principal officers.
(c) If the bylaws of a cooperative provide for the formation of districts and the election of delegates at district meetings to represent their districts in member meetings, this representation is not considered voting by proxy. The delegates shall cast the votes to which members represented by them are entitled on those matters not covered by mail ballots submitted to all members.
(d) If the bylaws so provide, the board may have submitted by mail ballot any question to be voted on at a member meeting, including the election of directors. In this event the secretary shall mail to each member, along with the notice of the meeting, the ballot on each question and a voting envelope. The ballot shall be cast in a sealed envelope authenticated by the member's signature. A vote cast by mail shall be counted as if the member were present and voting in person.
(e) The bylaws may set forth provisions, not inconsistent with this chapter, relating to the methods and procedures for voting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.140. Qualifications and membership of board of directors.

(a) The board of directors shall manage the business and affairs of a cooperative. Each director shall be a member or a representative of a member who is not a natural person. Unless the bylaws otherwise provide, directors need not be residents of this state. The bylaws may prescribe other qualifications for directors and may provide that directors be from specified state districts.
(b) The board of directors shall consist of at least three members. The number of directors shall be fixed or determined by the bylaws, except that the number constituting the initial board shall be fixed by the articles.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.150. Election and terms of directors.

At the first annual meeting and at subsequent meetings, directors shall be elected by the members in the manner and for the term of office provided in the bylaws, but not to exceed three years. Each director shall enter immediately upon the discharge of the director's duties and, subject to resignation or removal, shall hold office for the term for which elected and until a successor takes office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.155. Removal of directors.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.160. Filling unexpired term.

Unless the bylaws provide otherwise, a vacancy in the board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board. The director elected to fill a vacancy serves for the unexpired term of the director's predecessor in office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.165. Meetings of board of directors.

(a) Regular or special meetings of the board may be held inside or outside the state.
(b) Regular meetings of the board may be held with or without notice as prescribed in the bylaws. Special meetings of the board shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
(c) Unless the bylaws provide otherwise, the purpose of a meeting of the board need not be specified in the notice of the meeting.
(d) Unless a greater number is required in the bylaws, a majority of the members of the board determined pursuant to the bylaws or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles constitutes a quorum for the transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present is the act of the board.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.170. Executive committee.

(a) If the bylaws provide, the board may elect an executive committee consisting of three or more directors which, to the extent provided in the bylaws of the cooperative, may exercise all the authority of the board in the management of the cooperative, except for
(1) apportionment or distribution of net proceeds, savings or losses;
(2) selection of officers;
(3) filling of vacancies in the board or the executive committee.
(b) The board may elect other directors as alternates for members of the executive committee.
(c) Designation of an executive committee and the delegation to it of authority does not relieve the board or a member of the board of any responsibility imposed by law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.175. Officers.

(a) The principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. The officers shall be elected annually by the board at the time and in the manner the bylaws provide. The offices of secretary and treasurer may be combined in one person. Each principal officer except the secretary and the treasurer, and one of the vice presidents if the bylaws provide for more than one, shall be a director of the cooperative. The manager of a cooperative may hold the office of vice president if more than one vice president is provided for in the bylaws.
(b) Other officers may be chosen by the board.
(c) Officers have the authority and shall perform the duties the bylaws provide, or as the board determines, not inconsistent with the bylaws. Any officer may be removed by the board whenever in its judgment the best interests of the cooperative will be served by removal. Election or appointment of an officer does not of itself create contract rights.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.180. Compensation and benefits to directors, officers, and employees.

Unless the bylaws provide otherwise,
(1) only the members of the cooperative may establish compensation or other benefits for a director, not available generally to officers and employees, for services as a director;
(2) a director may not hold, during a term as director, a position in the cooperative on regular salary;
(3) the board may provide, for prior or future services of an officer or employee, reasonable compensation, pension, or other benefits to the officer or employee and pension or other benefits to a member of the family of the officer or employee or the beneficiaries of the officer or employee; an officer or employee who is a director may not take part in a vote on compensation for services rendered or to be rendered to the cooperative by that officer or employee.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.185. Taking action without meeting.

Action required by this chapter to be taken at a meeting of the members or directors of a cooperative, or any other action that may be taken at a meeting of the members, directors, or members of the executive committee, may be taken without a meeting if a consent in writing setting forth the action taken is signed by all of the members, directors, or executive committee members entitled to vote. This consent has the force and effect of a unanimous vote at a meeting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.190. Waiver of notice.

Whenever a notice is required to be given to a member or director of a cooperative under this chapter or under the articles or bylaws of a cooperative, a waiver of notice in writing signed by the person entitled to the notice, before or after the time stated in the notice, is equivalent to the giving of the notice.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.200. Procedural requisites in action brought in right of cooperative by member or shareholder.

(a) An action may not be instituted or maintained in the right of a cooperative by a member or shareholder unless that person
(1) alleges in the complaint that the person was a member or shareholder of record when a part of the transaction of which the person complains took place, or that membership or stock afterwards devolved on the person by operation of law from a person who was a member or shareholder at that time;
(2) alleges in the complaint with particularity efforts of the person to secure from the board the action desired, that the person has either informed the cooperative or board in writing of the ultimate facts of each cause of action against each director or that the person has delivered to the cooperative or board a copy of the complaint that the person proposes to file, and states the reasons for failure of the person to obtain action or the reasons for not making the effort;
(3) files a complaint in the action within 20 days after notification given to the cooperative or board as provided by (2) of this subsection.
(b) The action may not be dismissed or compromised without the approval of the court.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.205. Allowance of costs to plaintiff; accounting for proceeds.

If anything is recovered or obtained as the result of an action under AS 10.15.200, whether by compromise and settlement or by judgment, the court may award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorney fees, out of the proceeds of the recovery, and may direct the plaintiff to account to the cooperative for the remainder of the proceeds.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.210. Security for costs.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.215. Permitted purposes of cooperative contracts with members.

Contracts for any of the following purposes, whether contained in the bylaws or separately written, are valid when made between a cooperative and a member in which the member agrees to
(1) sell, market or deliver to or through the cooperative or facilities furnished by it all or a specified part of products produced by the member or under the control of the member;
(2) authorize the cooperative or facilities furnished by it to act for the member in any manner with respect to all or a specified part of products produced by the member or under the control of the member;
(3) buy or procure from or through the cooperative or facilities furnished by it all or a specified part of goods or services to be bought or produced by the member;
(4) authorize the cooperative or facilities furnished by it to act for the member in any manner in the procurement of goods or the procurement of performance of services.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.220. Liquidated damages clause in cooperative contracts.

The contract referred to in AS 10.15.215 may fix and require liquidated damages to be paid by the member to the cooperative in the event of a breach of the contract by the member. Liquidated damages may be a percentage of the value or a specified amount per unit of the products, goods or services involved by the breach, or a specific sum.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.235. Recording of uniform cooperative contracts.

If the cooperative has substantially uniform contracts with more than one member residing or producing the products in a recording district, it may, instead of recording the original contracts, record
(1) a true copy of the uniform contract; and
(2) a sworn list of the names of members who have executed the contract and who reside or produce the products in the recording district, and the effective date of the contract as to each member.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.240. Recording procedure.

The recorder shall number consecutively and record each contract, and shall record alphabetically in a book to be kept for that purpose the name of each party to the contract and enter opposite that name the record number of the contract and its effective date as to that party. The record book shall be available for public inspection.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.250. Effect of recording contract; subsequent interests and liens.

Recording under AS 10.15.230 - 10.15.260 operates as a constructive notice to all persons of the existence and contents of the contract. Any right, title, interest, or lien created as to the products covered by the contract subsequent to the recording is subject to the cooperative's right, title, or interest under the contract. If the member creates a mortgage upon any products subsequent to the recording of the contract, and if the member and the mortgagee jointly notify the cooperative in writing of the existence and amount of the mortgage, all payments from the cooperative to the member which become due after the notice by reason of the cooperative's sale or other handling of the products shall be paid to the mortgagee until the amount of the mortgage has been paid, and the balance thereafter shall be paid to the member.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.255. Termination of recorded contract.

When a contract recorded under AS 10.15.230 - 10.15.260 has been terminated in any manner, the cooperative shall, upon demand, give a statement of termination to the member party to the contract, who may record the statement in the office of the recorder where the contract was originally recorded. The recorder shall stamp “expired” after the name of the member in the alphabetical record. The fee for the recording and stamping shall be established by the department by regulation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.260. Recording of list of terminated contracts.

A cooperative may record in the office of the recorder where the contract was originally recorded a sworn list of the names of all persons whose contracts have been terminated in a manner other than by expiration of their term. The recorder shall stamp “expired” after the name of each of those persons in the alphabetical record. The fee for the recording and stamping shall be established by the department by regulation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.265. Relief against breach or threatened breach of contract and penalty for interference.

(a) In the event of a breach or threatened breach of a cooperative contract authorized by this chapter, the cooperative is entitled to an injunction to prevent the breach or a further breach, and to a decree of specific performance of the contract. Upon filing of a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the cooperative is entitled to a temporary restraining order.
(b) A person who, with knowledge that a contract exists, induces or attempts to induce a member to breach the contract with the cooperative, or who in any manner aids a breach of the contract, is liable to the cooperative for damages caused by the interference. The cooperative is also entitled to an injunction to prevent any interference or further interference with the contract.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.270. Action for civil penalty for inducing breach of contract with cooperative or spreading false reports about cooperative.

In addition to the remedies provided in AS 10.15.265(b), a person who knowingly and maliciously induces or attempts to induce a member of a cooperative to breach a contract with the cooperative authorized by this chapter, or who knowingly or maliciously spreads a false report about the finances or management of a cooperative is liable, in a civil action, to the cooperative aggrieved, in the penal sum of $500 for each offense.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.275. Apportionment and distribution of net proceeds, savings, or net losses.

The net proceeds or savings of a cooperative shall be apportioned, distributed and paid periodically to the persons entitled to receive them at the times and in the reasonable manner as the bylaws provide. However, net proceeds or savings on patronage of the cooperative by its members shall be apportioned and distributed among these members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period. The bylaws may contain reasonable provisions for the apportionment and charging of net losses. For the purposes of this section work performed as a member of a workers' cooperative is considered as patronage of that cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.280. Manner of payment.

The apportionment, distribution, and payment of net proceeds or savings required by AS 10.15.275 may be in cash, credits, capital stock, certificates of interest, revolving fund certificates, letters of advice or other securities or certificates issued by the cooperative or by an affiliated domestic or foreign cooperative association whether or not incorporated under this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.285. Manner of apportionment and distribution.

(a) Apportionment and distribution of net proceeds or savings or net losses may be separately determined for and be based upon patronage of single or multiple pools, particular departments of the cooperative, or as to particular commodities, supplies or services, or upon classification of patronage according to the type of patronage.
(b) A cooperative may provide in its bylaws the minimum amount of a single patronage transaction to be taken into account for the purpose of participation in allocation and distribution of net proceeds or savings or net losses under AS 10.15.275 - 10.15.290.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.290. Determination of net proceeds, savings, or losses.

For the purposes of AS 10.15.275 - 10.15.290 net proceeds or savings or net losses shall be computed in accordance with generally accepted accounting principles applicable to cooperative corporations, and after deducting from gross proceeds or savings dividends paid upon capital stock.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.295. Unclaimed distribution, redemptions, or payments.

A distribution of net margins by a cooperative or a redemption of or payment based upon a security, which remains unclaimed six years after the date authorized for payment, redemption, or retirement may be forfeited by the board. The amount forfeited may revert to the cooperative, if, at least six months prior to the declared date of forfeiture, notice that the payment is available has been mailed to the last known address of the person shown by the cooperative's records to be entitled to it or, if the address is unknown, is published as provided by law for the publication of summons.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.300. Sale or other disposition of entire assets in regular course of business.

The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a cooperative, when made in the usual and regular course of the business of the cooperative, may be made on the terms and conditions and for the consideration authorized by the board. The consideration may consist in whole or in part of money or real or personal property, including shares of another cooperative, corporation or association, domestic or foreign, as authorized by its board. Authorization or consent of members or shareholders is not required.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.305. Sale or other disposition of entire assets not in regular course of business.

A sale, lease, exchange, or other disposition of all, or substantially all the property and assets, with or without the good will, of a cooperative, if not made in the usual and regular course of its business, may be made upon the terms and for the consideration, which may consist in whole or in part of money or real or personal property, including shares of another cooperative, corporation, or association, as may be authorized in the following manner:
(1) the board shall adopt a resolution recommending the sale, lease, exchange, or other disposition and directing the submission of the resolution to a vote at a meeting of members, which may be either an annual or a special meeting, or if there are shareholders the submission shall be to a joint meeting of members and shareholders; the vote may be submitted at an annual or a special meeting;
(2) written notice shall be given to each member and to each shareholder within the time and in the manner provided for the giving of notice of meetings of members, and shall state that the purpose of the meeting is to consider the proposed sale, lease, exchange, or other disposition;
(3) at the meeting, the members, by affirmative vote of a majority of the member votes cast, and the shareholders, by affirmative vote of a majority of the shareholder votes entitled to be voted, may approve the sale, lease, exchange, or other disposition, and may fix or may authorize the board to fix the terms and conditions of the transaction and the consideration to be received by the cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.310. Abandonment of sale or other disposition.

After authorization by votes of members and shareholders, the board may abandon the sale, lease, exchange or other disposition of all or substantially all assets subject to the rights of third parties under a contract relating thereto, without further action or approval by members or shareholders.