reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.370. Inapplicability to regulated investment company.

The provisions of AS 10.06.358 do not apply to a dividend declared by a regulated investment company, as defined in the United States Internal Revenue Code, to the extent that the dividend is necessary to maintain the status of the corporation as a regulated investment company under the provisions of that code. The provisions of this chapter do not apply to a purchase or redemption of shares redeemable at the option of the holder by a registered open-end investment company under the United States Investment Company Act of 1940, so long as the right of redemption remains unsuspended under the provisions of that statute and the articles and bylaws of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.373. Share dividends: restrictions.

A dividend payable in shares of a class may not be paid to the holders of shares of another class unless authorized by the articles of incorporation or unless payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.375. Additional restrictions in articles, bylaws, indentures, or agreements.

Nothing in this chapter prohibits additional restrictions upon the declaration of dividends or the purchase or redemption of a corporation's own shares by provision in the articles or bylaws of the corporation or in any indenture or other agreement entered into by the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.378. Liability of shareholders receiving prohibited distributions; suit against shareholders.

(a) A shareholder who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the corporation for the benefit of all of the creditors or shareholders entitled to institute an action under (b) of this section for the amount received by the shareholder with interest at the legal rate on judgments until paid. The liability of the shareholder under this subsection may not exceed the liabilities of the corporation owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting shareholders.
(b) Suit may be brought in the name of the corporation to enforce the liability to
(1) creditors arising under (a) of this section for a violation of AS 10.06.358 or 10.06.360 against any or all shareholders liable by any one or more creditors of the corporation whose debts or claims arose before the time of the distribution to shareholders and who have not consented to the distribution, whether or not they have reduced their claims to judgment; or
(2) shareholders arising under (a) of this section for a violation of AS 10.06.363 or 10.06.365 against any or all shareholders liable by any one or more holders of preferred shares outstanding at the time of the distribution who have not consented to the distribution, without regard to the provisions of AS 10.06.435.
(c) A shareholder sued under this section may implead all other shareholders liable under this section and may compel contribution, either in that action or in an independent action against shareholders not joined in that action.
(d) This section does not affect the liability that a shareholder may have under other applicable law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.380. Identification of distribution in notice to shareholders.

A distribution other than one chargeable to retained earnings shall be identified in a notice to shareholders as being made from a source other than retained earnings, and shall include a statement of the accounting treatment of the distribution. The notice shall accompany the distribution or shall be given within three months after the end of the fiscal year in which the distribution is paid.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.383. Inapplicability to winding up and involuntary or voluntary dissolution.

AS 10.06.305 - 10.06.390 do not apply in a proceeding for winding up and dissolution under AS 10.06.605 - 10.06.678.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.388. Acquisition of corporation's own shares; reissuance or retirement.

(a) When a corporation purchases or redeems or otherwise acquires its own shares, the shares are restored to the status of authorized but unissued shares unless the articles prohibit their reissuance.
(b) If the articles prohibit the reissuance of shares upon their acquisition by the corporation, then upon the acquisition of those shares the authorized number of shares of the class and series, if any, to which the shares belonged is reduced by the number of shares acquired and the articles shall be amended to reflect the reduction in authorized shares. If all of the authorized shares of a class or series are acquired and their reissue is prohibited by the articles of incorporation, then the articles shall also be amended to eliminate any statement of rights, preferences, privileges, and restrictions relating solely to that class or series. Articles of amendment shall be filed within 60 days of the acquisition of the shares in accordance with the requirements of AS 10.06.512 - 10.06.514. Approval by the outstanding shares is not required to adopt such articles of amendment.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.405. Meetings of shareholders.

(a) Meetings of shareholders shall be held at a place inside or outside the state, by remote communication, or at a place inside or outside the state and by remote communication, as provided in the bylaws. In the absence of a provision in the bylaws, meetings shall be held at the direction of the board or at the registered office of the corporation.
(b) An annual meeting of the shareholders shall be held at the time as provided in the bylaws or, if the bylaws do not set a time, at a time determined by the board. If the annual meeting is not held within any 13-month period, the superior court may on the application of a shareholder summarily order a meeting to be held.
(c) Special meetings of the shareholders may be called by the board, the chair of the board, the president, the holders of not less than one-tenth of all the shares entitled to vote at the meeting, or other persons as may be authorized in the articles of incorporation or the bylaws.
(d) The failure of a corporation to hold an annual meeting at the time stated in or fixed under its bylaws does not cause the corporation to forfeit its status, does not cause a dissolution of the corporation, and does not affect the validity of corporate action.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.408. Closing of transfer books and fixing record date.

(a) To determine the shareholders entitled to notice of or to vote at a meeting of shareholders or an adjournment of a meeting, to determine the shareholders entitled to receive payment of a dividend, or to determine the shareholders for any other proper purpose, the board of a corporation may provide that the stock transfer books shall be closed for a stated period not exceeding 70 days. If the stock transfer books are closed to determine shareholders entitled to notice of or to vote at a meeting of shareholders, they shall be closed for at least 20 days immediately preceding the meeting.
(b) Instead of closing the stock transfer books, the bylaws or, in the absence of an applicable bylaw, the board may fix a date as the record date for the determination of shareholders. This record date may not be more than 60 days and, in case of a meeting of shareholders, not less than 20 days before the date on which the particular action requiring the determination of shareholders is to be taken. If the stock transfer books are not closed and a record date is not fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or for the determination of shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board declaring the dividend is adopted, is the record date for the determination of shareholders. When a determination of shareholders entitled to vote at a meeting of shareholders has been made as provided in this section, the determination applies to an adjournment of the meeting of shareholders.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.410. Notice of shareholders' meetings.

(a) Written or printed notice stating the place, if the meeting will be held at a designated place, the manner, including holding the meeting by remote communication, the day, and the hour of the meeting, and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than 20 or more than 60 days before the date of the meeting, either personally, by mail, or by electronic transmission under (b) of this section, by or at the direction of the president, the secretary, the officer, or persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If mailed, the notice is considered delivered when deposited with postage prepaid in the United States mail addressed to the shareholder at the address of the shareholder as it appears on the stock transfer books of the corporation, or, if the shareholder has filed with the secretary of the corporation a written request that notice be mailed to a different address, addressed to the shareholder at the new address. An affidavit of the secretary or other person giving the notice or of a transfer agent of the corporation that the notice required by this section has been given is prima facie evidence of the facts stated in the affidavit. If attendance of the meeting by remote communication is permitted, the notice must state the method of remote communication by which a shareholder or a proxy holder is considered present in person at the meeting and by which the shareholder or proxy holder may vote.
(b) Notice under (a) of this section may be given by electronic transmission if the shareholder authorizes delivery by electronic transmission. Authorization must be in the form of a writing signed by the shareholder or an electronic transmission that sets out or is submitted with information demonstrating that the shareholder authorized the electronic transmission. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall be prima facie evidence of the facts stated in the affidavit. Notice by electronic transmission shall be considered given
(1) by facsimile telecommunication when directed to a number at which the shareholder has consented to receive notice;
(2) by electronic mail when directed to an electronic mail address at which the shareholder has consented to receive notice;
(3) by a posting on an electronic network together with a separate notice of the specific posting to the shareholder on the later of
(A) the posting; or
(B) the giving of separate notice; or
(4) by any other form of electronic transmission when directed to the shareholder.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.413. Voting list; liability.

(a) At least 20 days before each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of a corporation shall make a list of the shareholders entitled to vote at the meeting or an adjournment of the meeting arranged in alphabetical order, with the address of and the number of shares held by each shareholder. The list shall be kept on file at the registered office of the corporation and is subject to inspection by a shareholder or the agent or attorney of a shareholder at any time during usual business hours for a period of 20 days before the meeting. The list shall also be produced and kept open at the time and place of the meeting and subject to the inspection of a shareholder during the meeting, or the list shall be kept available for the meeting on a reasonably accessible electronic network where the information required to gain access to the list is provided with the notice of the meeting. If the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that the information is available only to shareholders of the corporation. The original stock transfer books are prima facie evidence as to the shareholders who are entitled to examine the list or transfer books or to vote at a meeting of shareholders.
(b) Failure to comply with the requirements of this section does not affect the validity of the action taken at the meeting.
(c) An officer or agent having charge of the stock transfer books who fails to prepare the list of shareholders, keep it on file for a period of 20 days, or produce and keep it open for inspection at the meeting, as provided in this section, is liable for a penalty of $5,000 and shall pay this sum to a shareholder who makes a written request for performance of the duties imposed by this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.415. Quorum of shareholders.

(a) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person, by remote communication, or by proxy, constitutes a quorum at a meeting of shareholders, but in no event may a quorum consist of less than one-third of the shares entitled to vote at the meeting. If a quorum is present, the affirmative vote of the majority of shares represented at the meeting and entitled to vote on the subject matter is the act of the shareholders, unless the vote of a greater number or voting by classes is required by this chapter, the articles of incorporation, or the bylaws.
(b) Shareholders present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken other than adjournment is approved by at least a majority of shares required to constitute a quorum.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.421. Corporation's acceptance of certain documents.

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the document and give it effect as the act of the shareholder.
(b) If the name signed on a document does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the document and give it effect as the act of the shareholder if
(1) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the document;
(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the document;
(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation or the signatory's authority to sign for the shareholder has been presented with respect to the document; or
(5) two or more persons are the shareholder as cotenants or fiduciaries, the name signed purports to be the name of at least one of the coowners, and the person signing appears to be acting on behalf of all the coowners.
(c) The corporation is entitled to reject a document if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis to doubt the validity of the signature on the document or the signatory's authority to sign for the shareholder.
(d) The corporation and its officer or agent who accepts or rejects a document in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a document under this section is valid unless a court of competent jurisdiction determines otherwise.
(f) In this section, “document” means vote, consent, waiver, or proxy appointment.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.423. Actions taken without meeting: written consent; revocation of consent.

(a) Unless prohibited by the articles or the bylaws, whenever under this chapter shareholders are required or permitted to take action by vote, the action may be taken without a meeting by written consents, identical in content, setting out the action taken, signed by the holders of all outstanding shares entitled to vote on the action.
(b) A shareholder giving a written consent, or the shareholder's proxy holder, or a transferee of the shares or a personal representative or proxy holder of the shareholder, may only revoke the consent by a writing received by the corporation before the time that written consents of the shares required to authorize the proposed action have been filed with the secretary of the corporation. The revocation is effective upon receipt by the secretary of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.424. Shareholder agreements.

(a) The shareholders of a corporation may enter into an agreement among all the shareholders to impose restrictions on the transfer or registration of shares of the corporation to
(1) maintain the corporation's status, including election of S corporation status under 26 U.S.C. (Internal Revenue Code), when the status depends on the number or identity of its shareholders; in this paragraph, “S corporation” has the meaning given in 26 U.S.C. 1361;
(2) preserve exemptions under federal or state securities laws;
(3) ensure that shareholders will be able to control who may participate in the corporation's business;
(4) ensure that shareholders who wish to retire will be able to liquidate their investments without disrupting corporate affairs;
(5) ensure that estates of deceased shareholders will be able to liquidate the decedents' shares in the corporation;
(6) obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
(7) obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
(8) require the corporation, the holder of any class of its shares, or another person, to approve the transfer of restricted shares, if the requirement is not manifestly unreasonable; and
(9) accomplish another reasonable purpose.
(b) The shareholders of a corporation may enter into an agreement among all of the shareholders to provide for the selection of directors and officers.
(c) The existence of a shareholders' agreement that is consistent with this section shall be noted conspicuously on the front or back of each stock certificate together with a statement indicating that the agreement, or a copy of the agreement, is on file at the principal office of the corporation and that the corporation will allow inspection of the agreement or furnish a copy of the agreement without charge. If the share has been issued under AS 10.06.349 without a certificate, a statement that discloses the existence of the shareholders' agreement shall be sent within a reasonable time to the shareholder.
(d) Shares issued before compliance with (c) of this section, if acquired by a person without knowledge of the shareholders' agreement, are not subject to the shareholders' agreement.
(e) A shareholders' agreement may not alter or waive AS 10.06.350, 10.06.358, 10.06.360, 10.06.430, 10.06.438, 10.06.544, 10.06.570, 10.06.633, 10.06.648, or 10.06.653.
(f) In this section, “shares” includes a security that is convertible into shares or that carries a right to subscribe for or acquire shares.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.425. Voting trusts and agreements among shareholders.

(a) Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a copy of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purpose of the agreement. The trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all the holders and the number and class of the shares for which the voting trust certificates are issued, and shall deposit a copy of the record with the corporation at its registered office. The copies of the voting trust agreement and the record deposited with the corporation are subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation under AS 10.06.430, and the copies of the agreement and the record are subject to examination by a holder of record of voting trust certificates, either in person or by agent or attorney, at a reasonable time for a proper purpose. This subsection does not invalidate an irrevocable proxy complying with AS 10.06.418(e).
(b) Shareholders may enter into a voting agreement or any other agreement if the agreement is consistent with this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.428. Shareholders' preemptive rights.

(a) Except to the extent limited or denied by this section or by the articles of incorporation, shareholders have a preemptive right to acquire unissued shares or securities convertible into such shares or carrying a right to subscribe to or acquire shares.
(b) Unless otherwise provided in the articles of incorporation,
(1) there is no preemptive right
(A) to acquire any shares issued to directors, officers, or employees if approved by the outstanding shares or if authorized by and consistent with a plan previously approved by the outstanding shares; or
(B) to acquire shares sold for consideration other than for cash;
(2) holders of shares of a class that is preferred or limited as to dividends or assets are not entitled to a preemptive right;
(3) holders of shares of common stock are not entitled to a preemptive right to shares of a class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock;
(4) holders of common stock without voting power are not entitled to a preemptive right to shares of common stock with voting power;
(5) a preemptive right is only an opportunity to acquire shares or other securities under the terms and conditions as the board may fix for the purpose of providing a fair and reasonable opportunity for the exercise of the preemptive right.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.430. Books and records.

(a) A corporation organized under this chapter shall keep correct and complete books and records of account, minutes of proceedings of its shareholders, board, and committees of the board, and a record of its shareholders, containing the names and addresses of all shareholders and the number and class of the shares held by each. The books and records of account, minutes, and the record of shareholders may be in written form or in any other form capable of being converted into written form within a reasonable time.
(b) A corporation organized under this chapter shall make its books and records of account, or certified copies of them, reasonably available for inspection and copying at the registered office or principal place of business in the state by a shareholder of the corporation. Shareholder inspection shall be upon written demand stating with reasonable particularity the purpose of the inspection. The inspection may be in person or by agent or attorney, at a reasonable time and for a proper purpose. Only books and records of account, minutes, and the record of shareholders directly connected to the stated purpose of the inspection may be inspected or copied.
(c) An officer or agent who, or a corporation that, refuses to allow a shareholder, or the agent or attorney of the shareholder, to examine and make copies from its books and records of account, minutes, and record of shareholders, for a proper purpose, is liable to the shareholder for a penalty in the amount of 10 percent of the value of the shares owned by the shareholder or $5,000, whichever is greater, in addition to other damages or remedy given the shareholder by law. It is a defense to an action for penalties under this section that the person suing has within two years sold or offered for sale a list of shareholders of the corporation or any other corporation or has aided or abetted a person in procuring a list of shareholders for this purpose, or has improperly used information secured through a prior examination of the books and records of account, minutes, or record of shareholders of the corporation or any other corporation, or was not acting in good faith or for a proper purpose in making the person's demand.
(d) Nothing in this chapter impairs the power of a court, upon proof by a shareholder of a demand properly made and for a proper purpose, to compel the production for examination by the shareholder of the books and records of account, minutes, and record of shareholders of a corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 5. Shareholders and Records. › Sec. 10.06.438. Liability of shareholders, subscribers, and others arising out of shares.

(a) A holder of or subscriber to shares of a corporation is under no obligation to the corporation or its creditors as holder or subscriber with respect to the shares other than the obligation to pay the corporation the full consideration for which the shares were issued or to be issued.
(b) An assignee or transferee of shares, or of a subscription for shares, in good faith and without knowledge or notice that the full consideration has not been paid, is not personally liable to the corporation or its creditors for any unpaid portion of the consideration.
(c) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver is not personally liable to the corporation or its creditors for any unpaid portion of the consideration.
(d) A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.453. Number, election, and tenure of directors; initial directors.

(a) The board of directors shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the articles fix the number of directors, in which case a change in the number of directors shall be made only by amendment of the articles. If the number of directors is not otherwise set, the number of directors is three.
(b) Except as otherwise provided in AS 10.06.230 and this section, the number of directors may be increased or decreased by amendment of the articles or the bylaws or by action of the board or the shareholders under the specific provisions of an article or a bylaw adopted by approval of the outstanding shares. A change in the number of directors, including by amendment of the articles, is subject to the following limitations:
(1) if the board is authorized by the articles or the bylaws to change the number of directors, whether by amending the bylaws or by taking action under the specific provision of an article or a bylaw adopted by approval of the outstanding shares, the amendment or action shall require the vote of a majority of the entire board;
(2) a decrease in the number of directors may not shorten the term of an incumbent director.
(c) The articles may provide for the election of one or more directors by the holders of the shares of a class or series voting as a class or series.
(d) The names and addresses of the members of the first board may be stated in the articles. The members of the first board hold office until the first annual meeting of shareholders, and until their successors have been elected and qualified.
(e) At the first annual meeting of shareholders and at each subsequent annual meeting the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in the case of the classification of directors as permitted by AS 10.06.455. A director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.455. Classification of directors.

(a) If the board consists of three or more members, the articles of incorporation may provide that instead of electing all the directors annually the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, with the term of office of directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after the classification the number of directors equal to the number of the class whose term expires at the time of the meeting shall be elected to hold office until the second succeeding annual meeting if there are two classes, or until the third succeeding annual meeting if there are three classes. A classification of directors is not effective before the first annual meeting of shareholders.
(b) Unless cumulative voting rights under AS 10.06.420(d) have been eliminated by the articles of incorporation, an amendment of the articles that would establish or require classification of the board under (a) of this section may not be adopted if the votes cast against the amendment would be sufficient to elect a director if voted cumulatively at an election of the entire board.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.460. Removal of director without cause.

(a) At a regular or special meeting for which notice is given under AS 10.06.410 and this section, any or all of the directors may be removed without reason if the removal is approved by the outstanding shares, subject to the following:
(1) in the case of a corporation with 500 or more holders of record entitled to vote on the removal and election of directors, as determined under AS 10.06.408, written or printed notice of intention to seek removal under this section shall be delivered either personally or by mail to each shareholder of record entitled to vote at the meeting and if notice of intention to seek removal under this section is
(A) delivered to the president or secretary of the corporation at least 75 days before the date of the annual meeting it shall be included on the notice stating the place, day, and hour of the annual meeting without cost to the shareholder seeking removal; or
(B) not timely under (A) of this paragraph the shareholder seeking removal may, at the expense of that shareholder, deliver either personally or by mail the notice required by (1) of this subsection at any time up to 20 days before the date set for the annual meeting; if mailed, notice is considered delivered when deposited with postage prepaid in the United States mail addressed to the shareholder at the address appearing on the stock transfer books of the corporation;
(2) unless cumulative voting rights under AS 10.06.420(d) have been eliminated by the articles of incorporation, a director may not be removed, unless the entire board is removed, if the votes cast against removal would be sufficient to elect a director if voted cumulatively at an election at which the same total number of votes were cast; and
(3) if by provision in the articles of incorporation the holders of the shares of a class or series, voting as a class or series, are entitled to elect one or more directors, a director elected in that manner may be removed only by the applicable vote of the holders of the shares of that class or series.
(b) Except as provided in this section and AS 10.06.458, 10.06.463, and 10.06.465(c), a director may not be removed before the expiration of the term of office of the director.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.463. Removal of director by superior court.

The superior court may, at the suit of the board or the shareholders holding at least 10 percent of the number of outstanding shares of any class, remove from office a director for fraudulent or dishonest acts, gross neglect of duty, or gross abuse of authority or discretion with reference to the corporation and may bar from reelection a director removed in that manner for a period prescribed by the court. The corporation shall be made a party to the suit.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.465. Vacancies and resignation; special meeting of shareholders.

(a) Unless otherwise provided in the articles or bylaws of the corporation and except for a vacancy created by the removal of a director, vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. Unless the articles or a bylaw adopted with approval of the outstanding shares provide that the board may fill vacancies occurring in the board by reason of removal of directors, the vacancies may be filled only by approval of the shareholders.
(b) The shareholders may elect a director to fill a vacancy not filled by the directors. An election by written consent to fill a vacancy requires the consent of a majority of the outstanding shares entitled to vote.
(c) If, after the filling of a vacancy by the directors, the directors who have been elected by the shareholders constitute less than a majority of the directors, a holder or holders of an aggregate of 10 percent or more of the shares outstanding at the time may call a special meeting of shareholders under AS 10.06.405 to elect the entire board. The term of office of a director terminates upon the election and qualification of a successor.
(d) Notwithstanding AS 10.06.453(e), a director may resign effective upon giving written notice to the chairman of the board, the president, the secretary, or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.468. Executive and other board committees.

(a) If authorized by the articles or the bylaws of the corporation, the board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees of the board. Unless the number of directors fixed in accordance with AS 10.06.453 is less than three, each committee shall have at least two members, who serve at the pleasure of the board of directors. Each committee, to the extent provided in the resolution or the articles or bylaws of the corporation, has the authority of the board, except that a committee may not
(1) declare dividends or distributions;
(2) approve or recommend to shareholders actions or proposals required by this chapter to be approved by shareholders;
(3) designate candidates for the office of director, for purposes of proxy solicitation or otherwise, or fill vacancies on the board or any committee of the board;
(4) amend the bylaws;
(5) approve a plan or merger not requiring shareholder approval;
(6) capitalize retained earnings;
(7) authorize or approve the reacquisition of shares unless under a general formula or method specified by the board;
(8) authorize or approve the issuance or sale of, or a contract to issue or sell, shares or designate the terms of a series of a class of shares, unless the board, having acted regarding general authorization for the issuance or sale of shares, a contract to issue or sell, or the designation of a series, authorizes a committee, under a general formula or method specified by the board by resolution or by adoption of a stock option or other plan, to fix the terms of a contract for the sale of the shares and to fix the terms upon which the shares may be issued or sold, including, without limitation, the price, the dividend rate, provisions for redemption, sinking funds, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in the committee to adopt a final resolution setting out all the terms of a series for filing with the commissioner under this chapter; or
(9) authorize, approve, or ratify contracts or other transactions between the corporation and one or more of its directors, or between the corporation and a corporation, firm, or association in which one or more of its directors has a material financial interest under AS 10.06.478.
(b) The designation of a committee, the delegation to the committee of authority, or action by the committee under that authority does not alone constitute compliance by a member of the board or the committee in question with the responsibility to act in good faith, in a manner the member reasonably believes to be in the best interests of the corporation, and with the care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.470. Meetings: call, place, notice, and waiver.

(a) A regular or special meeting of the board or a committee of the board may be called by the chair of the board, the president, a vice-president, the secretary, or a director and may be held at any place designated under the bylaws inside or outside the state, by remote communication, or at a designated place inside or outside the state and by remote communication. A member of the board or of a committee of the board participating in a meeting by remote communication is considered to be present in person at the meeting for the purposes of reaching a quorum under AS 10.06.473 and for voting at the meeting.
(b) A regular meeting of the board or a committee designated by the board may be held without notice if the time and place of the meeting is fixed by the bylaws or the board. A special meeting of the board or a committee designated by the board shall be held as provided in the bylaws or, in the absence of bylaw provision, after either notice in writing sent 10 days before the meeting or notice by electronic means, personal messenger, or comparable person-to-person communication given at least 72 hours before the meeting. Unless otherwise provided in the bylaws the notice of a special meeting shall include disclosure of the business to be transacted and the purpose of the meeting.
(c) Notice of a meeting need not be given to a director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting before the meeting or at its commencement the lack of notice.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.473. Quorum of directors.

(a) A majority of the number of directors fixed by the articles or bylaws of a corporation constitutes a quorum for the transaction of business unless a greater number is required by the articles or bylaws. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the articles or the bylaws.
(b) The provisions of this section apply with equal force to committees of the board established under AS 10.06.468 and action by committees.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.475. Alternative meeting arrangements; informal action by directors.

(a) Unless prohibited by the articles or bylaws of the corporation, the board of a corporation or a committee designated by the board can validly conduct a meeting by communicating simultaneously with each other by means of conference telephones or similar communications equipment.
(b) Unless prohibited by the articles or bylaws of the corporation, action required or permitted to be taken by the board or a committee designated by the board may be taken without a meeting on written consents, identical in content, setting out the action taken and signed by all the members of the board or the committee. The written consents shall be filed with the minutes. The consents have the same effect as a unanimous vote.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.478. Director conflicts of interest.

(a) A contract or other transaction between a corporation and one or more of the directors of the corporation, or between a corporation and a corporation, firm, or association in which one or more of the directors of the corporation has a material financial interest, is neither void nor voidable because the director or directors or the other corporation, firm, or association are parties or because the director or directors are present at the meeting of the board that authorizes, approves, or ratifies the contract or transaction, if the material facts as to the transaction and as to the director's interest are fully disclosed or known to the
(1) shareholders and the contract or transaction is approved by the shareholders in good faith, with the shares owned by the interested director or directors not being entitled to vote; or
(2) board, and the board authorizes, approves, or ratifies the contract or transaction in good faith by a sufficient vote without counting the vote of the interested director or directors, and the person asserting the validity of the contract or transaction sustains the burden of proving that the contract or transaction was just and reasonable as to the corporation at the time it was authorized, approved, or ratified.
(b) A common directorship does not alone constitute a material financial interest within the meaning of this section. A director is not interested within the meaning of this section in a resolution fixing the compensation of another director as a director, officer, or employee of the corporation, notwithstanding the fact that the first director is also receiving compensation from the corporation.
(c) A contract or other transaction between a corporation and a corporation or association of which one or more directors of the corporation are directors is neither void nor voidable because the director or directors are present at the meeting of the board that authorizes, approves, or ratifies the contract or transaction, if the material facts of the transaction and the director's other directorship are fully disclosed or known to the board and the board authorizes, approves, or ratifies the contract or transaction in good faith by a sufficient vote without counting the vote of the common director or directors or the contract or transaction is approved by the shareholders in good faith. This subsection does not apply to contracts or transactions covered by (a) of this section.
(d) Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes, approves, or ratifies a contract or transaction.
(e) Nothing in this section affects the prohibitions or restraints imposed by AS 45.50.