reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.016. Defense of ultra vires.

(a) An act of a corporation and a conveyance or transfer of real or personal property to or by a corporation is not invalid because the corporation did not have capacity or power to perform the act or to convey or receive the property. However, lack of capacity or power may be asserted as provided in this section.
(b) The assertion may be made in a proceeding by a member or director against the corporation to enjoin the performance of an act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being or is to be performed or made under a contract to which the corporation is a party, the court may, if the parties to the contract are parties to the proceeding and if the court considers it equitable, set aside and enjoin the performance of the contract. In so doing the court may allow compensation to the corporation or to the other parties to the contract 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. The court may not award anticipated profits to be derived from the performance of the contract as a loss or damage sustained.
(c) The assertion may be made in a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the incumbent or former officers or directors of the corporation.
(d) The assertion may be made in a proceeding by the attorney general to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.021. Corporate name.

(a) The name of a corporation may not contain a word or phrase that indicates or implies that it is organized for a purpose other than one or more of the purposes contained in the articles of incorporation of the corporation.
(b) The name of the corporation must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations under AS 44.62 (Administrative Procedure Act) to implement this subsection. In this subsection, “organized entity” and “reserved or registered name” have the meanings given in AS 10.35.040.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.026. Registered office and registered agent.

A corporation shall continuously maintain in the state a registered office which may be, but need not be, the same as its place of business, and a registered agent. The registered agent may be either an individual resident of the state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in the state whose business office is the same as the registered office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.031. Filing list of corporations.

The department shall file a list of the name of each corporation, the address of the registered office and the name and address of the registered agent with each clerk of the superior court. The department shall provide a periodic supplement to the list indicating additions, deletions and changes at least once every six months. The commissioner shall make the list available to the public for a fee prescribed by the commissioner.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.036. Change of registered office or agent.

(a) A corporation, domestic or foreign, may change its registered office, agent, or both, by filing with the department a statement signed by the president or the vice-president setting out
(1) the name of the corporation;
(2) the address of its registered office;
(3) the address of its new registered office if the registered office is to be changed;
(4) the name of its registered agent;
(5) the name of its new registered agent if its registered agent is to be changed;
(6) that the change is authorized by resolution of its board of directors.
(b) Upon finding that the statement complies with this chapter, the commissioner shall file it in the commissioner's office. The change becomes effective when the statement is filed.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.041. Change of location or resignation of registered agent.

(a) If the registered agent of a corporation, domestic or foreign, changes the location of an office from one address to another within a city or town, or from one city or town in the state to another, the agent may change the registered office for each corporation for whom the agent is acting as registered agent by filing in the office of the commissioner a statement setting out
(1) the name of the agent;
(2) the address of the office before change;
(3) the address to which the office is changed; and
(4) a list of corporations for whom the agent is furnishing a registered office.
(b) The statement in (a) of this section shall be executed by the registered agent in the agent's individual name and, if the agent is a corporation, domestic or foreign, it shall be executed by its president or a vice-president. The statement shall be delivered to the commissioner who, upon finding that it complies with this chapter, shall file it in the commissioner's office. The change becomes effective when the statement is filed.
(c) A registered agent may resign by filing a written notice, executed in duplicate, with the commissioner. The commissioner shall immediately mail a copy of the notice to the corporation at its registered office. The appointment of the agent terminates 30 days after receipt of the notice by the commissioner.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.046. Service on corporation.

(a) The registered agent of a corporation is an agent upon whom process, notice or demand required or permitted by law to be served upon the corporation may be served.
(b) Whenever a corporation fails to appoint or maintain a registered agent in the state, the commissioner is an agent of the corporation upon whom the process, notice, or demand may be served. Service is made upon the commissioner as agent by leaving with the commissioner, or with a clerk having charge of the corporation department of the commissioner's office, duplicate copies of the process, notice or demand. When process, notice or demand is served on the commissioner, the commissioner shall immediately forward a copy of it by registered mail to the corporation at its registered office. Service on the commissioner is returnable in not less than 30 days.
(c) The commissioner shall keep a record of processes, notices, and demands served on the commissioner. The record must show the time of service and the commissioner's action with reference to the service.
(d) This chapter does not limit or affect the right to serve process, notice or demand required or permitted by law to be served upon a corporation in any other manner permitted by law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.051. Members and liability of directors, officers, employees, and members.

(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment, and the qualifications and rights of the members of each class shall be set out in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set out in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership.
(b) The directors, officers, employees, and members of the corporation are not, as such, liable on its obligations.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.056. Bylaws.

The board of directors shall adopt the initial bylaws of a corporation. The power to adopt, alter, amend or repeal bylaws is vested in the board of directors unless it is reserved to the members by the articles of incorporation. The bylaws may contain provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.061. Meetings of members.

(a) Meetings of members may be held at a place, either inside or outside the state, which may be provided in the bylaws. In the absence of such a provision, all meetings shall be held at the registered office of the corporation in the state.
(b) An annual meeting of the members shall be held at a time provided in the bylaws. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the corporation.
(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers, persons or number or proportion of members as may be provided in the articles of incorporation or bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at the meeting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.066. Notice of meetings.

Unless otherwise provided in the articles of incorporation or bylaws, written notice stating the manner, place, if the meeting is to be held at a designated place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be considered to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the corporation, with postage prepaid.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.071. Voting; quorum.

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members.
(b) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by remote communication, by proxy executed in writing by the member or by the attorney-in-fact for the member, or by proxy executed by electronic transmission by the member or by the authorized attorney-in-fact of the member. A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy. If directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.
(c) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate the member's vote and to give one candidate a number of votes equal to the member's vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates.
(d) If a corporation has no members or its members have no right to vote, the directors shall have sole voting power.
(e) The articles of incorporation or the bylaws may provide the number or percentage of members entitled to vote represented in person, by remote communication, or by proxy, or the number or percentage of votes represented in person, by remote communication, or by proxy, which constitute a quorum at a meeting of members. In the absence of any such provision, members holding one- tenth of the votes entitled to be cast on the matter to be voted on represented in person, by remote communication, or by proxy constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted on by the members present or represented by proxy at a meeting at which the quorum is present is necessary for adoption unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.
(f) A proxy executed by electronic transmission must
(1) be directed to the person who will be the holder of the proxy or to a proxy solicitation person, including a proxy support service organization or similar agent that is authorized by the person who will be the holder of the proxy to receive the transmission; and
(2) include information that demonstrates that the stockholder authorized the transmission.
(g) In this section, “electronic transmission” has the meaning given in AS 10.06.990.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.076. Quorum of members.

Unless otherwise provided in the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast, represented in person, by remote communication, or by proxy, constitute a quorum at a meeting of members. However, in no event may a quorum consist of less than one-tenth of the votes entitled to vote at a meeting. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the subject matter is the act of the members, unless the vote of a greater number is required by this chapter or the articles of incorporation or the bylaws.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.081. Board of directors.

The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of the state or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.086. Number of directors.

(a) The number of directors of a corporation shall be at least three. The number of directors shall be fixed by the bylaws, except that the number constituting the initial board of directors shall be fixed by the articles of incorporation.
(b) The number of directors may be increased or decreased from time to time by amendment to the bylaws, but a decrease may not have the effect of shortening the term of an incumbent director.
(c) In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.091. Membership and term of office of first board of directors.

The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Each member holds office until the first annual election of directors or for the period specified in the articles of incorporation. If no term of office is specified, a director's term is one year.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.096. Election and terms of directors.

At the first annual election of directors and at each annual meeting thereafter the members shall elect directors to hold office for the terms provided in the bylaws. Each director holds office for the term for which elected and until a successor is elected and qualified. The terms of office of directors may be staggered.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.101. Vacancies.

A vacancy occurring in the board of directors and a directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the director's predecessor in office. A directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors for a term of office which continues only until the next election of directors. In no case may a vacancy continue for longer than six months or until the next annual meeting of the members, whichever occurs first.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.106. Quorum of directors.

A majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation, constitutes a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.111. Executive committee.

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation, may designate two or more directors to constitute an executive committee, which, to the extent provided in the resolution or in the articles of incorporation or the bylaws of the corporation, may exercise the authority of the board of directors in the management of the corporation. The designation of the executive committee and the delegation of authority to it do not relieve the board of directors or any member of the board from responsibility imposed by law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.116. Place and notice of directors' meetings.

(a) Regular or special meetings of the board of directors may be held at a designated place, by remote communication, or at a designated place and by remote communication. The designated place may be inside or outside the state.
(b) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors shall be held after the notice which shall be prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted or the purpose of a regular or special meeting of the board of directors need not be specified in the notice of the meeting unless required by the bylaws.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.121. Officers.

(a) The officers of a corporation consist of a president, one or more vice presidents as prescribed by the bylaws, a secretary, and a treasurer. Each of the officers shall be elected by the board of directors at the time and in the manner prescribed by the bylaws. Other necessary officers and assistant officers and agents may be elected or appointed by the board of directors or chosen in the manner prescribed by the bylaws. Two or more offices may be held by the same person, except the offices of president and secretary.
(b) The articles of incorporation or bylaws may provide that an officer is an ex officio member of the board of directors.
(c) An officer may be designated by additional titles as provided in the articles of incorporation or bylaws.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.126. Removal of officers.

An officer or agent may be removed by the board of directors, or by the executive committee, whenever in its judgment the best interests of the corporation will be served. Removal is without prejudice to the contract rights of the person removed. Election or appointment of an officer or agent does not of itself create contract rights.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.131. Books and records; inspection.

(a) A corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in the state a record of the names and addresses of its members entitled to vote.
(b) All books and records of a corporation may be inspected by any member, or an agent or attorney for the member, for any proper purpose at any reasonable time.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.136. Shares of stock and dividends prohibited; compensation, benefits, and distributions.

A corporation may not have or issue shares of stock. No dividend may be paid and no part of the income or profit of a corporation may be distributed to its members, directors, or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distribution to its members as permitted by this chapter, and a payment, benefit, or distribution under this section may not be considered to be a dividend or a distribution of income or profit.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.141. Loans to directors and officers prohibited.

A corporation may not make loans to its directors or officers. A director or officer who assents to or participates in the making of such a loan shall be liable to the corporation for the amount of the loan until its repayment.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 2. Formation of Corporations. › Sec. 10.20.151. Articles of incorporation; relationship to bylaws; director liability.

(a) The articles of incorporation must set out
(1) the name of the corporation;
(2) the period of its duration, which may be perpetual;
(3) the purpose or purposes for which the corporation is organized;
(4) provisions, not inconsistent with law, which the incorporators elect to set out in the articles of incorporation for the regulation of the internal affairs of the corporation, including provision for distribution of assets on dissolution or final liquidation;
(5) the address of its initial registered office, and the name of its initial registered agent at the address;
(6) the number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors;
(7) the name and address of each incorporator.
(b) It is not necessary to set out in the articles of incorporation any of the corporate powers enumerated in this chapter.
(c) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws is controlling. In all other cases, if a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
(d) In addition to the matters required to be set out in the articles of incorporation by (a) of this section, the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for the breach of fiduciary duty as a director. The articles of incorporation may not eliminate or limit the liability of a director for
(1) a breach of a director's duty of loyalty to the corporation;
(2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or
(3) a transaction from which the director derives an improper personal benefit.
(e) The provisions of (d) of this section do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by (d) of this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 2. Formation of Corporations. › Sec. 10.20.153. Provisions considered to be in articles of incorporation by operation of law; option to exclude provision.

(a) The articles of incorporation of every nonprofit corporation which is a private foundation, as defined in 26 U.S.C. 509 (Internal Revenue Code of 1954), are considered to contain provisions prohibiting the corporation from
(1) engaging in an act of self-dealing, as defined in 26 U.S.C. 4941(d) (Internal Revenue Code of 1954), which would give rise to liability for the tax imposed by 26 U.S.C. 4941(a) (Internal Revenue Code of 1954);
(2) retaining excess business holdings, as defined in 26 U.S.C. 4943(c) (Internal Revenue Code of 1954), which would give rise to liability for the tax imposed by 26 U.S.C. 4943(a) (Internal Revenue Code of 1954);
(3) making an investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of 26 U.S.C. 4944 (Internal Revenue Code of 1954), so as to give rise to liability for the tax imposed by 26 U.S.C. 4944(a) (Internal Revenue Code of 1954); and
(4) making taxable expenditures, as defined in 26 U.S.C. 4945(d) (Internal Revenue Code of 1954), which would give rise to liability for the tax imposed by 26 U.S.C. 4945(a) (Internal Revenue Code of 1954).
(b) The articles of incorporation of every nonprofit corporation that is a private foundation, as defined in 26 U.S.C. 509 (Internal Revenue Code of 1954), are considered to contain a provision requiring the corporation to distribute, for the purposes specified in its articles of incorporation, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by 26 U.S.C. 4942(a) (Internal Revenue Code of 1954).
(c) A nonprofit corporation may at any time amend its articles of incorporation or other instrument governing the corporation, by any amendment process open to it under the laws of this state, to provide that some or all provisions of (a) and (b) of this section do not apply to the corporation. A nonprofit corporation formed after August 23, 1971 may provide in its articles of incorporation that some or all provisions of (a) and (b) of this section do not apply to the corporation.
(d) In this section, references to provisions of the Internal Revenue Code of 1954 include future amendments to those provisions.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 2. Formation of Corporations. › Sec. 10.20.156. Filing of articles of incorporation.

(a) Duplicate originals of the articles of incorporation shall be delivered to the commissioner. Upon finding that the articles of incorporation conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid,
(1) endorse on each duplicate original the word “filed,” and the date of the filing;
(2) file one duplicate original in the commissioner's office;
(3) issue a certificate of incorporation and affix the other duplicate original to it.
(b) The certificate of incorporation, together with the duplicate original of the articles of incorporation affixed by the commissioner, shall be returned to the incorporators or their representative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 2. Formation of Corporations. › Sec. 10.20.161. Effect of issuance of certificate of incorporation.

Upon the issuance of the certificate of incorporation, the corporate existence begins. The certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated. The issuance of the certificate does not affect the right of the state to bring a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 2. Formation of Corporations. › Sec. 10.20.166. Organizational meeting of directors; first meeting of members.

(a) After the issuance of the certificate of incorporation, an organizational meeting of the board of directors named in the articles of incorporation shall be held at a designated place, by remote communication, or at a designated place and by remote communication at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers, and the transaction of other business as may come before the meeting. The designated place may be inside or outside the state. The incorporators calling the meeting shall give at least three days' notice of the meeting by mail to each director named, and the notice must state the time and place of the meeting.
(b) A first meeting of the members may be held at the call of a majority of the directors for purposes stated in the notice of the meeting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 3. Amendment. › Sec. 10.20.171. Right to amend articles of incorporation.

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only those provisions which might lawfully be contained in original articles of incorporation at the time the amendment is made.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 3. Amendment. › Sec. 10.20.176. Procedure to amend articles of incorporation.

(a) Amendments to the articles of incorporation shall be made in the manner set out in this section.
(b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting out the proposed amendment or a summary of the changes shall be given to each member entitled to vote within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.
(c) If there are no members, or no members entitled to vote, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
(d) Any number of amendments may be submitted and voted upon at any one meeting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 3. Amendment. › Sec. 10.20.181. Articles of amendment.

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president, and its secretary or an assistant secretary, and must set out
(1) the name of the corporation;
(2) the amendment adopted;
(3) if there are members entitled to vote on the amendment,
(A) a statement setting out the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast; or
(B) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect to the amendment;
(4) if there are no members, or no members entitled to vote, a statement of that fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 3. Amendment. › Sec. 10.20.186. Filing of articles of amendment.

(a) Duplicate originals of the articles of amendment shall be delivered to the commissioner. Upon finding that the articles of amendment conform to law, the commissioner shall, when all fees 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 duplicate original in the commissioner's office;
(3) issue a certificate of amendment and affix the other duplicate original to it.
(b) The certificate of amendment, together with the duplicate original of the articles of amendment affixed by the commissioner, shall be returned to the corporation or its representative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 3. Amendment. › Sec. 10.20.191. Effect of certificate of amendment.

(a) Upon the issuance of the certificate of amendment by the commissioner, the amendment becomes effective and the articles of incorporation are considered amended accordingly.
(b) An amendment does not affect an existing cause of action in favor of or against the corporation, or a pending suit to which the corporation is a party, or the existing rights of persons other than members. In the event the corporate name is changed by amendment, a suit brought by or against the corporation under its former name does not abate for that reason.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 3. Amendment. › Sec. 10.20.196. Restated articles of incorporation.

(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended in the manner set out in this section.
(b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting.
(c) Written notice setting out the proposed restated articles or a summary of the provisions shall be given to each member entitled to vote within the time and in the manner provided in this chapter for giving notice of meetings to members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions may be included in the notice of the annual meeting.
(d) At the meeting a vote of the members entitled to vote shall be taken on the proposed restated articles. The restated articles shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote who are present at the meeting or represented by proxy.
(e) If there are no members, or no members entitled to vote, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 3. Amendment. › Sec. 10.20.206. Contents of restated articles of incorporation.

The restated articles of incorporation must set out
(1) the name of the corporation;
(2) the period of its duration;
(3) the purpose or purposes which the corporation is authorized to pursue;
(4) other provisions, not inconsistent with law, which are set out in the articles of incorporation as amended, except that it is not necessary to set out in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators;
(5) a statement that the restated articles of incorporation correctly set out the provisions of the articles of incorporation as amended, and that they have been adopted as required by law and that they supersede the original articles of incorporation and all amendments.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 3. Amendment. › Sec. 10.20.211. Filing of restated articles of incorporation with commissioner.

(a) Duplicate originals of the restated articles of incorporation shall be delivered to the commissioner. Upon finding that the restated articles of incorporation conform to law, the commissioner shall, when all fees 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 duplicate original in the commissioner's office;
(3) issue a restated certificate of incorporation and affix the other duplicate original to it.
(b) The restated certificate of incorporation, together with the duplicate original of the restated articles of incorporation affixed by the commissioner, shall be returned to the corporation or its representative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 4. Merger, Consolidation, and Disposition of Assets. › Sec. 10.20.221. Procedure for merger.

The board of directors of each corporation shall, by resolution, approve a plan of merger setting out
(1) the names of the corporations proposing to merge and the name of the corporation into which they propose to merge, which is hereafter referred to as the surviving corporation;
(2) the terms and conditions of the proposed merger;
(3) a statement of changes in the articles of incorporation of the surviving corporation caused by the merger;
(4) other provisions with respect to the merger considered necessary or desirable.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 4. Merger, Consolidation, and Disposition of Assets. › Sec. 10.20.231. Procedure for consolidation.

The board of directors of each corporation shall, by a resolution, approve a plan of consolidation setting out
(1) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereafter referred to as the new corporation;
(2) the terms and conditions of the proposed consolidation;
(3) all of the statements with respect to the new corporation required to be set out in articles of incorporation for corporations organized under this chapter;
(4) other provisions with respect to the consolidation considered necessary or desirable.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 4. Merger, Consolidation, and Disposition of Assets. › Sec. 10.20.236. Adoption of plan of merger or consolidation.

(a) A plan of merger or consolidation shall be adopted in the manner set out in this section.
(b) If the members of a merging or consolidating corporation are entitled to vote, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.
(c) If a merging or consolidating corporation has no members, or no members entitled to vote, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 4. Merger, Consolidation, and Disposition of Assets. › Sec. 10.20.241. Abandonment of plan of merger or consolidation.

After approval by a vote of the members, or in the case of a corporation with no members or no members entitled to vote, after approval by its board of directors, of each corporation, and before the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned under provisions, if any, set out in the plan of merger or consolidation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 4. Merger, Consolidation, and Disposition of Assets. › Sec. 10.20.246. Execution of articles of merger or consolidation.

Upon approval of the plan of merger or consolidation, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice-president and its secretary or an assistant secretary.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 4. Merger, Consolidation, and Disposition of Assets. › Sec. 10.20.251. Contents of articles of merger or consolidation.

The articles of merger or consolidation must set out
(1) the plan of merger or the plan of consolidation;
(2) if the members of any merging or consolidating corporation are entitled to vote, as to each such corporation
(A) a statement setting out the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast; or
(B) a statement that the plan was adopted by a consent in writing signed by all members entitled to vote;
(3) if a merging or consolidating corporation has no members, or no members entitled to vote, as to each corporation a statement of this fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 4. Merger, Consolidation, and Disposition of Assets. › Sec. 10.20.256. Filing of articles of merger or consolidation with commissioner.

(a) Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner. Upon finding that the articles conform to law, the commissioner shall, when all fees 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 duplicate original in the commissioner's office;
(3) issue a certificate of merger or a certificate of consolidation and affix the other duplicate original to it.
(b) The certificate of merger or certificate of consolidation, together with the duplicate original of the articles of merger or articles of consolidation affixed shall be returned to the surviving or new corporation or its representative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 4. Merger, Consolidation, and Disposition of Assets. › Sec. 10.20.261. Effective date and effect of merger or consolidation.

(a) Upon the issuance of the certificate of merger or the certificate of consolidation, the merger or consolidation becomes effective.
(b) Merger or consolidation has the following effect:
(1) the merging or consolidating corporations are a single corporation, which, in the case of a merger, is the corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, is the new corporation provided for in the plan of consolidation;
(2) the separate existence of the corporations, except the surviving or new corporation, ceases;
(3) the surviving or new corporation has the rights, privileges, immunities and powers and is subject to the duties and liabilities of a corporation organized under this chapter;
(4) the surviving or new corporation possesses the rights, privileges, immunities and franchises, public and private, of the merging or consolidating corporations; all real, personal and mixed property, and all debts due, including subscriptions to shares, and all other choses in action, and every other interest of or belonging to or due to each of the corporations are transferred to and vested in the surviving or new corporation; the title to real estate, or interest in real estate, vested in the corporations does not revert nor is it in any way impaired because of the merger or consolidation;
(5) the surviving or new corporation is liable for the liabilities and obligations of each of the corporations merged or consolidated; a claim existing or action or proceeding pending by or against the corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place; neither the rights of creditors nor liens upon the property of a merging or consolidating corporation are impaired by the merger or consolidation;
(6) in the case of a merger, the articles of incorporation of the surviving corporation are amended to the extent that changes in its articles of incorporation are stated in the plan of merger; in the case of a consolidation, the statements set out in the articles of consolidation which are required or permitted to be set out in the articles of incorporation of corporations organized under this chapter are the original articles of incorporation of the new corporation.