reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.315. Books and records; inspection.

(a) A cooperative shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its members, board and executive committee. It shall keep at its principal office records of the names and addresses of all members and shareholders. At any reasonable time, a member or shareholder, or an agent or attorney for the member or shareholder, upon written notice stating the purpose, may examine for any proper purpose books or records pertinent to the purpose specified in the notice and may make extracts from the books or records.
(b) In an action or proceeding to enforce the right of a member or shareholder provided in (a) of this section, if the member or shareholder prevails in the action or proceeding, there shall be allowed to the member or shareholder, as a part of costs, a reasonable amount to be fixed by the court as attorney fees for the prosecution of the action or proceeding.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.320. Biennial report.

(a) Each cooperative shall file with the department before July 2 of the reporting year a biennial report signed by a principal officer or the general manager setting out
(1) its name and the address of its principal place of business in the state;
(2) the name of its registered agent and address of its registered office;
(3) the names and addresses of its principal officers and its general manager, if any;
(4) a statement of the aggregate number of shares that the cooperative may issue, itemized by classes, par value of shares, shares without par value;
(5) a statement of the aggregate number of shares subscribed, but not paid up, itemized by classes, par value of shares, shares without par value;
(6) a statement of the aggregate number of paid-up shares, itemized by classes, par value of shares, shares without par value;
(7) for cooperatives established without capital stock the biennial report shall contain a statement as to the amount of the membership fee and a statement as to the number of memberships which are issued;
(8) a brief statement of the character of the business in which the cooperative is engaged in this state.
(b) A domestic cooperative filing its articles of incorporation and a foreign cooperative receiving a certificate of authority during an even-numbered year must file the biennial report before July 2 of each even-numbered year. A cooperative filing its articles of incorporation or receiving its certificate of authority during an odd-numbered year must file the biennial report before July 2 of each odd-numbered year.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.325. Form of biennial report; delinquent reports.

The biennial report shall be made on forms furnished by the department. The information contained in the biennial report shall be given as of June 30 of the reporting year. The biennial report is delinquent if not filed before August 1 of each odd or even year as provided in this section. A corporation that is delinquent is subject to involuntary dissolution under AS 10.15.505.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.330. Acceptance of biennial reports by department.

If the department finds that the biennial report conforms to the requirements of this chapter, it shall accept it. If the biennial report does not conform to the requirements of this chapter, the department shall return it to the cooperative for necessary corrections, in which event the penalties prescribed in this chapter for failure to file the statement within the time provided in AS 10.15.325 do not apply, if the statement is corrected to conform to the requirements of this chapter and returned to the department within 60 days after the report has been returned to the cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 1. Substantive Provisions. › Sec. 10.15.331. Filing notice of change of officer or director.

(a) In the event of a change of an officer or director of a corporation during the year following the filing of the biennial report, the corporation shall file notice of change amending that report before July 2 of that year.
(b) The notice shall be filed in the office of the commissioner and must state the name and current address of a director or officer not stated in the corporation's last filed biennial report, and the name of the person replaced and the office held. The notice shall be signed by an officer of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 2. Formation of Cooperatives. › Sec. 10.15.340. Filing of articles.

(a) Upon finding that the articles conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid,
(1) stamp 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 the certificate.
(b) The certificate of incorporation together with the duplicate original affixed to it by the commissioner shall be returned to the incorporators or their representative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 2. Formation of Cooperatives. › Sec. 10.15.345. Effect of certificate of incorporation.

Upon the issuance of the certificate of incorporation, the corporate existence begins, and 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 cooperative has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 2. Formation of Cooperatives. › Sec. 10.15.350. Contents of articles of incorporation; director liability.

(a) The articles of incorporation must set forth
(1) the name of the cooperative and that it is a cooperative;
(2) the period of duration, which may be perpetual;
(3) the purposes for which the cooperative is organized;
(4) whether the cooperative is organized with or without membership stock, the amount of the membership fee, and the limitations, if any, on transfer of a membership;
(5) the number and par value, if any, of shares of each authorized class of stock, and if more than one class is authorized, the designation, preferences, limitations and relative rights of each class;
(6) which classes of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to the classes of membership stock;
(7) any limitation of the right to acquire or recall stock;
(8) the basis of distribution of assets in the event of dissolution or liquidation;
(9) the address of its initial registered office and the name of its initial registered agent at that address;
(10) the number of directors, not less than three, constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of the members or until their successors are elected and take office;
(11) the name and address of each incorporator.
(b) In addition to the matters required to be set out in the articles of incorporation by (a) of this section, the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for the breach of fiduciary duty as a director. The articles of incorporation may not eliminate or limit the liability of a director for
(1) a breach of a director's duty of loyalty to the corporation;
(2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3) wilful or negligent conduct involved in the payment of dividends or the redemption of stock from other than lawfully available funds; or
(4) a transaction from which the director derives an improper personal benefit.
(c) The provisions of (b) of this section do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by (b) of this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 2. Formation of Cooperatives. › Sec. 10.15.355. Other provisions in articles; relationship of articles to bylaws.

It is not necessary to set forth in the articles the corporate powers enumerated in this chapter. The articles may include additional provisions, not inconsistent with law, for the regulation of the internal affairs of the cooperative, including any provision which under this chapter is required or permitted to be set forth in the bylaws. A provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 2. Formation of Cooperatives. › Sec. 10.15.360. Organizational meeting of directors.

After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles shall be held, either inside or outside the state, at the call of a majority of the incorporators for the purpose of adopting bylaws, electing officers and transacting such other business as may come before the meeting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 3. Amendment and Restatement of Articles. › Sec. 10.15.365. Amendment of articles.

A cooperative may amend its articles from time to time as may be desired, so long as its articles as amended contain only those provisions which might be lawfully contained in the original articles at the time of making the amendment, and, if a change in shares or the rights of shareholders or members, or an exchange, reclassification, or cancellation of shares or the rights of shareholders or members is to be made, those provisions necessary to effect the change, exchange, reclassification, or cancellation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 3. Amendment and Restatement of Articles. › Sec. 10.15.370. Procedure for adopting amendments.

(a) An amendment to the articles shall be made in the manner set out in this section.
(b) The board shall adopt a resolution setting forth the proposed amendment and directing it to be submitted to a vote at an annual or special meeting of the members of the cooperative.
(c) Written notice setting out the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each member of record within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed amendment or the summary may be included in the notice of the annual meeting.
(d) At the meeting the members shall vote on the proposed amendment. The proposed amendment is adopted if it receives the affirmative vote of a majority of the member votes cast. If shareholders are entitled by this chapter to vote on the proposed amendment, the proposed amendment is adopted if it receives the approval of shareholders as specified in this chapter, as well as the affirmative vote of a majority of member votes cast. Any number of amendments may be submitted to the members and voted upon by them at one meeting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 3. Amendment and Restatement of Articles. › Sec. 10.15.375. Shareholder and member voting on amendments to articles.

(a) If a proposed amendment to articles would affect a shareholder, the shareholder, whether or not permitted to vote by the articles, may cast one vote on the amendment regardless of the dollar amount of stock or number of affected classes of stock held by the shareholder. However, the articles may permit the affected shareholder to cast one vote for each share of stock the shareholder holds other than membership stock. A member holding stock affected by a proposed amendment may vote both as a member and as an affected shareholder.
(b) If a shareholder is entitled to vote on a proposed amendment, the meeting at which the proposed amendment is to be voted upon shall be a joint meeting of members and affected shareholders. Notice of the meeting together with a copy of the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each shareholder of record entitled to vote on the amendment within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment is adopted if it receives the affirmative vote of a majority of the votes of the affected shareholders entitled to vote.
(c) For the purpose of this section, a shareholder is affected as to a class of stock owned by the shareholder if an amendment would expressly
(1) decrease the dividends to which the class is entitled or change the method by which the dividend rate on the class is fixed;
(2) restrict rights to transfer the class;
(3) give to another existing or new class of stock or equity interest not previously entitled to it preference as to dividends or upon dissolution which is the same or higher than preferences of that class;
(4) change the par value of shares of the class or of any other class having the same or higher preferences as to dividends or upon dissolution;
(5) increase the number of authorized shares of a class having higher preferences as to dividends or upon dissolution;
(6) require or permit an exchange of shares of a class with lower preferences as to dividends or upon dissolution for shares of that class or any other class with the same or higher preferences.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 3. Amendment and Restatement of Articles. › Sec. 10.15.380. Execution and content of articles of amendment.

Following adoption of an amendment to the articles, it shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out
(1) the name of the cooperative;
(2) if an amendment changes a provision of the original or amended articles, an identification by reference or description of the affected provision and a statement of its text as it is amended to read, or, if an amendment strikes or deletes a provision of the original or amended articles, an identification by reference or description of the provision stricken or deleted and a statement that it is stricken or deleted, and, if the amendment is an addition to the original or amended articles, a statement of that fact and the full text of the provision added;
(3) the date of the adoption of the amendment by the members;
(4) the numbers of members voting for and against the amendment;
(5) if affected shareholders had the right to vote, the number of affected shareholders, the number of shareholder votes entitled to be voted on the amendment, and the number of shareholder votes cast for and against the amendment.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 3. Amendment and Restatement of Articles. › Sec. 10.15.390. Effect of amendments.

An amendment does not affect an existing cause of action in favor of or against the cooperative, or a pending suit to which the cooperative is a party, or the existing rights of persons other than members or affected shareholders. If the cooperative's name is changed by amendment, a suit brought by or against the cooperative under its former name does not abate for that reason.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 3. Amendment and Restatement of Articles. › Sec. 10.15.395. Governing law.

The provisions of AS 10.06 (Alaska Corporations Code) relating to restated articles of business corporations apply to cooperatives, except that the restated articles need not set forth the amount of stated capital.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.400. Merger and consolidation.

Two or more cooperatives may merge or consolidate pursuant to a plan of merger or consolidation adopted in the manner provided in AS 10.15.405 - 10.15.415.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.405. Approval and contents of plan of merger or consolidation.

The board of each cooperative shall, by resolution adopted by each board, approve a plan of merger or consolidation setting forth
(1) the names of the cooperatives proposing to merge or consolidate, and the name of the cooperative into which they propose to merge or the name of the new cooperative into which they propose to consolidate;
(2) the terms and conditions of the proposed merger or consolidation;
(3) the effect of the proposed merger or consolidation on all members and shareholders of each of the cooperatives;
(4) in the case of a plan for consolidation, the articles of the new cooperative, which must include all of the statements required to be set forth in articles for cooperatives organized under this chapter;
(5) other provisions with respect to the proposed merger or consolidation considered necessary or desirable.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.410. Adoption of plan of merger or consolidation.

The board of each cooperative, upon approving the plan of merger or plan of consolidation, shall by resolution direct that the plan be submitted to a vote at a meeting of members and shareholders, or if there are no shareholders at an annual or a special meeting of members. Written notice shall be given to each member and each shareholder in the manner provided in this chapter for meetings of members, and adoption of the plan shall be by affirmative vote of a majority of the member votes cast and affirmative vote of a majority of shareholder votes entitled to be cast.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.415. Abandonment of plan of merger or consolidation.

After adoption of the plan, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned under provisions, if any, set forth in the plan of merger or consolidation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.420. Execution of articles of merger or consolidation.

Upon adoption of the plan of merger or consolidation, articles of merger or articles of consolidation, as the case may be, shall be executed in duplicate by each cooperative by its president or a vice-president and by its secretary or an assistant secretary.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.425. Contents of articles.

The articles of merger or consolidation must set out
(1) the plan of merger or plan of consolidation;
(2) the date of adoption of the plan;
(3) as to each cooperative, the number of member votes cast for and against the plan;
(4) as to each cooperative, the number, if any, of shareholders, the number of shareholder votes entitled to be voted on the plan, and the number of shareholder votes cast for and against the plan.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.430. Filing of articles.

Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner, who, upon finding the articles conform to law, shall, when all fees and charges prescribed in this chapter have been paid,
(1) endorse on each duplicate original the word “filed” and the date of the filing;
(2) file one of the duplicate originals in the commissioner's office;
(3) issue and deliver to the surviving or new cooperative or to its representative, a certificate of merger or a certificate of consolidation to which the commissioner shall affix the other duplicate original, and the merger or consolidation is effective upon the issuance of the certificate.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.435. Effect of merger or consolidation.

When the merger or consolidation is effective
(1) the several cooperatives which are parties to the plan of merger or consolidation shall be a single cooperative, which, in case of a merger, shall be that cooperative designated in the plan of merger as the surviving cooperative, and, in the case of a consolidation, shall be the new cooperative provided for in the plan of consolidation;
(2) the separate existence of all cooperatives which are parties to the plan of merger or consolidation, except the surviving or new cooperative, ceases;
(3) the surviving or new cooperative possesses all the rights, privileges, immunities and franchises of a public or a private nature of each of the merging or consolidating cooperatives; and all property, real, personal and mixed, all debts due on whatever account, including subscriptions to shares, all other choses in action, and all and every other interest, of or belonging to or due to each of the cooperatives merged or consolidated are transferred to and vested in the single cooperative without further act or deed; and the title to real estate or any interest in real estate vested in the cooperatives does not revert or is not in any way impaired by reason of the merger or consolidation;
(4) the surviving or new cooperative is thereafter responsible and liable for the liabilities and obligations of each of the cooperatives merged or consolidated; and any existing claim or pending action or proceeding by or against the cooperatives may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new cooperative may be substituted in its place; and the rights of creditors and liens upon the property of a cooperative are not impaired by the merger or consolidation;
(5) in the case of a merger, the articles of the surviving cooperative are considered amended to the extent, if any, that changes in its articles are stated in the plan of merger; and in case of a consolidation, the statements set forth in the articles of consolidation which are required or permitted to be set forth in the articles of cooperatives organized under this chapter are considered the original articles of the new cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.440. Merger or consolidation of cooperatives and domestic and foreign corporations.

(a) One or more cooperatives may merge or consolidate with or into one or more of the following classes of business organizations:
(1) a domestic corporation if the domestic corporation complies with AS 10.06 (Alaska Corporations Code) relating to merger or consolidation;
(2) a foreign cooperative if the merger or consolidation is permitted by the laws of the state under which the foreign cooperative is organized and the foreign cooperative complies with the applicable provisions of those laws;
(3) a foreign business corporation if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is organized and the foreign corporation complies with the applicable provisions of those laws.
(b) Each cooperative merging or consolidating under this section shall comply with the provisions of this chapter relating to merger or consolidation.
(c) If the surviving or new business corporation or cooperative, as the case may be, is governed by the laws of another state, it shall comply with the provisions of the AS 10.06 (Alaska Corporations Code) with respect to foreign corporations if it is to transact business in this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.445. Effect of merger or consolidation.

(a) If the surviving or new corporation is a cooperative, the effect of the merger or consolidation is the same as provided in this chapter for the merger or consolidation of cooperatives.
(b) If the surviving or new corporation is a domestic corporation, the effect of the merger or consolidation is the same as provided in AS 10.06 (Alaska Corporations Code) for the merger or consolidation of domestic corporations.
(c) If the surviving or new corporation or cooperative is governed by the laws of another state, the effect of the merger or consolidation is the same as in the case of the merger or consolidation of cooperatives or domestic corporations, as the case may be, except insofar as the laws of the other state provide otherwise.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. › Sec. 10.15.455. Definitions.

In AS 10.15.400 - 10.15.455,
(1) “new cooperative” means the new cooperative provided for in the plan of consolidation;
(2) “surviving cooperative” means the cooperative designated in the plan of merger as the surviving cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.460. Voluntary dissolution by act of cooperative.

(a) A cooperative may be dissolved by the act of the cooperative, when authorized in the manner set out in this section.
(b) The board shall adopt a resolution directing the question of dissolution to be submitted to a vote at an annual or special meeting of members.
(c) Written notice shall be given to each member in the manner provided in this chapter for the giving of notice of meetings of members, and must state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the cooperative.
(d) At the meeting a vote of members shall be taken on a resolution to dissolve the cooperative. The resolution is adopted if it receives the affirmative vote of two-thirds of the member votes cast. The articles may permit shareholders to vote on a resolution for dissolution, and may fix the proportion of authorized shareholder votes required for adoption.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.465. Execution and content of statement of intent to dissolve.

Upon the adoption of the resolution, a statement of intent to dissolve shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out
(1) the name of the cooperative;
(2) the names and addresses of its officers;
(3) the names and addresses of its directors;
(4) a copy of the resolution adopted authorizing the dissolution of the cooperative;
(5) the date of the adoption of the resolution;
(6) the number of member votes for and against the resolution;
(7) if shareholders were authorized to vote on the resolution, the total number of authorized shareholder votes, the number of votes cast for and against the resolution, and the number of votes required by the articles for adoption.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.470. Filing statement of intent to dissolve.

(a) Duplicate originals of the statement of intent to dissolve shall be filed and handled by the department in the manner provided in AS 10.06 (Alaska Corporations Code) with respect to business corporations.
(b) The filing of a statement of intent to dissolve has the same effect as to the cooperative as is provided in AS 10.06 (Alaska Corporations Code) for business corporations.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.475. Procedure after filing of statement of intent to dissolve.

After the filing by the department of a statement of intent to dissolve
(1) the cooperative shall proceed to collect its assets, convey and dispose of the property not to be distributed in kind to its members or shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among the persons entitled to them by law, the articles and the bylaws;
(2) the cooperative, at any time during the liquidation of its business and affairs, may apply to a court within the state and judicial district in which the registered office or principal place of business of the cooperative is situated to have the liquidation continued under the supervision of the court as provided in this chapter;
(3) any cooperative which has filed a statement of intent to dissolve that does not, within two years from the date of filing, carry the dissolution to a conclusion shall be involuntarily dissolved as provided in AS 10.06 (Alaska Corporations Code).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.480. Revocation of voluntary dissolution proceedings by act of cooperative.

A cooperative, at any time prior to the issuance of a certificate of dissolution by the department, may revoke a voluntary dissolution proceeding by adoption of a resolution of revocation in the same manner and by the same vote of members and shareholders required by this chapter for adoption of a resolution to dissolve.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.485. Execution and content of statement of revocation of voluntary dissolution proceedings.

Upon the adoption of the resolution of revocation, a statement of revocation of voluntary dissolution proceedings shall be executed in duplicate by the cooperative by its president or a vice-president and its secretary or an assistant secretary and must set out a copy of the adopted resolution and other pertinent information as required by AS 10.15.460 and 10.15.465 to be set out in a statement of intent to dissolve.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.490. Filing statement of revocation of voluntary dissolution proceedings.

(a) Duplicate originals of the statement of revocation of voluntary dissolution proceedings shall be handled by the department in the same manner as provided by this chapter for filing of a statement of intent to dissolve.
(b) Upon the filing by the department of the statement of revocation of voluntary dissolution proceedings, a revocation of the voluntary dissolution proceedings is effective and the cooperative may again carry on its business.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.495. Articles of dissolution.

If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the cooperative have been paid and discharged, or adequate provision has been made for their payment and discharge, and all of the remaining property and assets of the cooperative have been distributed to the persons entitled to them, articles of dissolution shall be executed in duplicate by the cooperative by its president or a vice-president and its secretary or an assistant secretary. The articles of dissolution must set out
(1) the name of the cooperative;
(2) that the department has filed a statement of intent to dissolve the cooperative and the date on which the statement was filed;
(3) that all the property and assets of the cooperative remaining after payment or discharge, or adequate provision for payment or discharge of all debts, obligations, and liabilities of the cooperative, have been distributed to the persons entitled to them in accordance with their rights and interests;
(4) that there are no suits pending against the cooperative in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending suit.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.500. Filing articles of dissolution and issuance of certificate of dissolution.

(a) Duplicate originals of the articles of dissolution shall be filed and a certificate of dissolution shall be issued as provided in AS 10.06 (Alaska Corporations Code).
(b) The certificate of dissolution together with the duplicate original of the articles of dissolution affixed to it by the department shall be returned to the representative of the dissolved cooperative. Upon the issuance of the certificate of dissolution the existence of the cooperative ceases, except for the purpose of suits, other proceedings and appropriate corporate action by members, shareholders, directors and officers as provided in this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.510. Jurisdiction of court to liquidate assets and business of cooperative.

In addition to any other instances in which the law provides the power, a court may liquidate the assets and business of a cooperative
(1) in an action by a member or shareholder when it is established that the members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or the corporate assets are being misapplied or wasted;
(2) in an action by a creditor when the claim of the creditor has been reduced to judgment and an execution has been returned unsatisfied and it is established that the cooperative is insolvent; or when the cooperative has admitted in writing that the claim of the creditor is due and owing and it is established that the cooperative is insolvent;
(3) upon application by a cooperative which has filed a statement of intent to dissolve as provided in this chapter to have its liquidation continued under the supervision of the court;
(4) when an action has been filed by the attorney general to dissolve a cooperative and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 5. Dissolution. › Sec. 10.15.520. Deposit with department of amount due persons who cannot be found; unknown persons, or incompetent persons.

Upon the voluntary or involuntary dissolution of a cooperative, the portion of the assets distributable to a creditor, member, shareholder, or patron or other person unknown or who cannot be found, or who is under a disability with no person legally competent to receive the distributive portion, shall be reduced to cash and, within six months after the final dividend in the liquidation or winding up is payable, shall be deposited with the department. The receiver or other liquidating agent shall prepare in duplicate a statement containing the names and last known addresses of the persons entitled to the funds and shall file the statement with the department. The department shall handle the funds in accordance with AS 34.45.110 - 34.45.780.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 6. Foreign Cooperatives. › Sec. 10.15.525. Rights, exemptions, and privileges of foreign cooperatives.

A foreign cooperative which has a member residing in the state, and which distributes its proceeds and savings according to this chapter or the law of the state where it is incorporated, is entitled to all rights, exemptions, and privileges of a cooperative organized under this chapter, if it is authorized to do business in the state as provided in AS 10.06 (Alaska Corporations Code).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 7. Fees, Charges, and Penalties. › Sec. 10.15.530. Biennial license fee.

Each cooperative not organized and operated for nonprofit religious, charitable, cemetery, or educational purposes shall pay to the department a biennial license fee. The fee shall be paid before July 2 of the reporting year.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 7. Fees, Charges, and Penalties. › Sec. 10.15.555. Miscellaneous fees and charges.

(a) The department shall establish by regulation and charge and collect from a cooperative fees for filing
(1) articles of incorporation or articles of consolidation for a new cooperative;
(2) articles of amendment, restated articles, or articles of merger;
(3) statement of intent to dissolve;
(4) statement of revocation of voluntary dissolution proceedings;
(5) articles of dissolution;
(6) all other statements.
(b) The department may by regulation charge each cooperative corporation subject to this chapter a fixed fee in place of charging cooperative corporations the various fees specified in this chapter and for routine administrative services rendered to the cooperative corporation by the department. Fixed fees established under this subsection must be based on the department's actual cost of administering the activity or service for which the fee is charged.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 7. Fees, Charges, and Penalties. › Sec. 10.15.560. Payment required for filing.

The department may not file a document until all fees and charges required to be paid have been paid or while the cooperative is in default in the payment of fees, charges or penalties provided in this chapter to be paid by or assessed against it.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 8. Miscellaneous Provisions. › Sec. 10.15.565. Failure to approve document.

If the department fails to approve articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved before the document is filed, the procedure and remedies are those specified in AS 10.06 (Alaska Corporations Code) as to business corporations.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 8. Miscellaneous Provisions. › Sec. 10.15.570. Declaration of public policy that cooperatives are not in restraint of trade.

It is the public policy of the state to encourage the efficient production and distribution of agricultural and other products derived from its natural resources or labor resources. Accordingly, a cooperative that operates in compliance with the provisions of this chapter and that does not, during its fiscal year, market products for nonmember patrons in an amount greater in value than the products marketed for its members is not a conspiracy or combination in restraint of trade, or an illegal monopoly. The contracts of a cooperative authorized by this chapter, whether or not required by the cooperative as a condition of membership or of doing business with the cooperative, may not be construed as an unlawful restraint of trade, or as part of a conspiracy or combination to accomplish an improper or illegal purpose or act.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 8. Miscellaneous Provisions. › Sec. 10.15.575. Use of term “cooperative”.

(a) A person other than a cooperative association incorporated under this chapter or a previous law of the state may not use the term “cooperative,” or any variation of the term, as part of its corporate or other business name or title. However, this section does not apply to cooperatives organized to generate and transmit electric energy and power or to furnish electric or telephone or related telecommunications service.
(b) A cooperative may enjoin a violation of this section upon suit without a showing of damage to itself.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 8. Miscellaneous Provisions. › Sec. 10.15.578. Distinguishable name.

The name of a cooperative association must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations under AS 44.62 (Administrative Procedure Act) to implement this section. In this section, “organized entity” and “reserved or registered name” have the meanings given in AS 10.35.040.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 9. General Provisions. › Sec. 10.15.585. Application of chapter.

This chapter applies to the fullest extent permitted by the laws and constitution of the United States and of the state to all existing cooperative associations incorporated under a previously existing law of the state relating to incorporation of cooperative associations. However, this section does not apply to cooperatives organized to generate and transmit electric energy and power or to furnish electric or telephone or related telecommunications service.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 9. General Provisions. › Sec. 10.15.590. Effect of amendment or repeal of chapter.

This chapter may be amended, repealed, or modified, but an amendment, repeal, or modification does not affect vested rights or take away or impair a remedy for a liability that has been previously incurred.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 15. Alaska Cooperative Corporation Act › Article 9. General Provisions. › Sec. 10.15.595. Definitions.

In this chapter, unless the context otherwise requires,
(1) “articles” means articles of incorporation;
(2) “board” means board of directors;
(3) “commissioner” means the commissioner of commerce, community, and economic development;
(4) “cooperative” means a cooperative corporation subject to the provisions of this chapter;
(5) “corporation” means a corporation that is not a cooperative;
(6) “court” means superior court;
(7) “department” means the Department of Commerce, Community, and Economic Development;
(8) “foreign cooperative” means a cooperative corporation organized under laws other than the laws of this state;
(9) “member” means a person who has been qualified and accepted for membership in a cooperative;
(10) “membership stock” means a class of stock, continuous ownership of which is required for membership in a cooperative;
(11) “shareholder” means a holder of shares of capital stock of a cooperative other than membership stock.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.005. Purposes.

Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, one or more of the following: charitable; religious; benevolent; eleemosynary; educational; civic; cemetery; patriotic; political; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association purposes. Trade unions and other labor organizations may also be organized under this chapter, but cooperative corporations, electric and telephone cooperatives, and organizations subject to state insurance or banking laws may not be organized under this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 1. Substantive Provisions. › Sec. 10.20.007. Corporations organized under Alaska Native Claims Settlement Act.

A village corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act) may be incorporated under and subject to this chapter except the name of the corporation may not contain the word “village” or otherwise imply that the corporation is a municipal corporation; however, the name of a village may be used in the corporate name.