reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.590. Limitations on revocation of certificate of authority.

The commissioner may not revoke a certificate of authority of a foreign corporation unless
(1) the commissioner has given the corporation at least 60 days' notice by mail addressed to its registered office in the state; and
(2) the corporation fails, before revocation, to file the biennial report, or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.595. Issuance of certificate of revocation.

Upon revoking a certificate of authority, the commissioner shall
(1) issue a certificate of revocation in duplicate;
(2) file one of the certificates in the commissioner's office;
(3) mail to the corporation at its registered office in the state a notice of the revocation accompanied by one of the certificates.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.605. Transacting business without certificate of authority as a bar to right to sue.

A foreign corporation transacting business in the state without a certificate of authority may not maintain an action, suit, or proceeding in a court of the state until it obtains a certificate of authority. A successor or assignee of a foreign corporation transacting business without a certificate of authority may not maintain an action, suit, or proceeding in a court of the state on a right, claim, or demand arising out of the transaction of business by the corporation in the state until a certificate of authority is obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.610. Transacting business without certificate of authority not affecting validity of contract or act, and right to defend.

The failure of a foreign corporation to obtain a certificate of authority to transact business in the state does not impair the validity of a contract or act of it, and does not prevent the corporation from defending an action, suit, or proceeding in a court of the state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.615. Liability to state for transacting business without certificate of authority.

A foreign corporation that transacts business in the state without a certificate of authority is liable to the state, for the years or portions of years during which it transacted business in the state without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter on the corporation if it had applied for and received a certificate of authority to transact business in the state as required by this chapter and filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and a penalty of up to $5,000 per year or fraction of a year of operating without a certificate of authority. The attorney general shall bring proceedings to recover amounts due the state under this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 7. Biennial Reports and Notices. › Sec. 10.20.620. Biennial report of domestic and foreign corporations.

Each domestic corporation and each foreign corporation authorized to transact business in the state shall file a biennial report within the time prescribed by this chapter. The information contained in the biennial report shall be given as of June 30 of the reporting year.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 7. Biennial Reports and Notices. › Sec. 10.20.625. Contents of biennial report.

The biennial report must set out
(1) the name of the corporation and the state or country where it is incorporated;
(2) the address of the registered office of the corporation in the state, and the name of its registered agent in the state at that address, and, in the case of a foreign corporation, the address of its principal office in the state or country where it is incorporated;
(3) a brief statement of the character of the business in which the corporation is engaged in the state;
(4) the names and addresses of the directors and officers of the corporation;
(5) the real and personal property assets of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 7. Biennial Reports and Notices. › Sec. 10.20.630. Filing of biennial report of domestic and foreign corporations.

(a) The biennial report of a domestic or foreign corporation must be delivered to the commissioner before July 2 of the reporting year. A domestic corporation filing its articles of incorporation and a foreign corporation receiving a certificate of authority during an even-numbered year must file the biennial report before July 2 of each even-numbered year. A corporation 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. The biennial report is delinquent if not filed before August 1 of each odd or even year as provided in this section. Delinquent returns are subject to the penalty prescribed in AS 10.20.325.
(b) [Repealed, § 48 ch 170 SLA 1976.]
(c) Proof to the satisfaction of the commissioner that before August 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is compliance with (a) of this section.
(d) Upon finding that the report conforms to the requirements of this chapter, the commissioner shall file it. Upon finding that it does not conform to the requirements of this chapter, the commissioner shall return it promptly to the corporation for necessary corrections. If the report is corrected to conform to the requirements of this chapter and returned to the commissioner in sufficient time to be filed before October 1 of the year in which it is due, the penalties for failure to file the report provided in AS 10.20.645 do not apply.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 7. Biennial Reports and Notices. › Sec. 10.20.631. Filing notice of change of officers or directors.

(a) In the event of a change of an officer or director during the year following the filing of the biennial report, the corporation must file a notice of change amending the report before July 2 of that year.
(b) The notice must 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 must be signed by an officer of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 8. Fees and Charges. › Sec. 10.20.635. Department fees.

(a) The commissioner shall establish by regulation and charge and collect fees for filing
(1) articles of incorporation and issuing a certificate of incorporation;
(2) articles of amendment and issuing a certificate of amendment;
(3) restated articles of incorporation and issuing a restated certificate of incorporation;
(4) articles of merger or consolidation and issuing a certificate of merger or consolidation;
(5) a statement of change of address of registered office or change of registered agent, or both;
(6) articles of dissolution;
(7) an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority;
(8) an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority;
(9) a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to conduct affairs in this state;
(10) a copy of articles of merger of a foreign corporation holding a certificate of authority to conduct affairs in this state;
(11) an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal;
(12) any other statement or report, including a biennial report, of a domestic or foreign corporation.
(b) The department may by regulation charge each corporation subject to this chapter a fixed fee in place of the various fees specified in this chapter and for routine administrative services rendered to the corporation by the department.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 9. Penalties. › Sec. 10.20.645. Penalties imposed upon corporation.

(a) A domestic or foreign corporation that fails or refuses to file its biennial report for any required reporting period within the time prescribed by this chapter is subject to a penalty of $5 to be assessed by the commissioner.
(b) A domestic or foreign corporation that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the commissioner in accordance with the provisions of this chapter is guilty of a misdemeanor and upon conviction is punishable by a fine of not more than $500.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 9. Penalties. › Sec. 10.20.650. Penalties imposed upon officers and directors.

Each officer and director of a domestic or foreign corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded by the commissioner in accordance with this chapter, or who signs any articles, statement, report, application, or other document filed with the commissioner that is known to the officer or director to be false in any material respect, is guilty of a misdemeanor, and upon conviction is punishable by a fine of not more than $500.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 10. Miscellaneous Provisions. › Sec. 10.20.655. Interrogatories by commissioner; certification to attorney general regarding violation.

(a) The commissioner may propound to a domestic or foreign corporation and to an officer or director of a domestic or foreign corporation those interrogatories reasonably necessary and proper for ascertaining whether the corporation has complied with the provisions of this chapter.
(b) The interrogatories shall be answered within 30 days after mailing, or within the additional time fixed by the commissioner, and the answers shall be full and complete, in writing and under penalty of unsworn falsification in the second degree under AS 11.56.210. If the interrogatories are directed to an individual, they shall be answered by that individual and, if directed to a corporation, they shall be answered by the president, vice-president, secretary, or assistant secretary of the corporation.
(c) The commissioner need not file the document to which the interrogatories relate until the interrogatories are properly answered and need not then file the document if the answers disclose that the document does not conform to the provisions of this chapter.
(d) The commissioner shall certify to the attorney general, for appropriate action, all interrogatories and answers that disclose a violation of this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 10. Miscellaneous Provisions. › Sec. 10.20.660. Disclosure of interrogatories, answers, and information.

Interrogatories and answers are not open to public inspection and the commissioner may not disclose facts or information obtained from the interrogatories except as an official duty of the commissioner requires or if the interrogatories or the answers are required for evidence in criminal proceedings or other action by the state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 10. Miscellaneous Provisions. › Sec. 10.20.665. Notice of and appeal from disapproval of document.

If the commissioner fails to approve articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved, the commissioner, within 10 days after delivery of the document to the commissioner, shall give written notice of disapproval to the person or corporation, domestic or foreign, delivering the document, specifying the reasons for disapproval. The person or corporation may appeal from the disapproval to the superior court by filing with the clerk of the court a petition setting out a copy of the document sought to be filed and a copy of the written disapproval. The matter shall be tried de novo by the superior court, which shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 10. Miscellaneous Provisions. › Sec. 10.20.670. Appeal from revocation of certificate of authority.

If the commissioner revokes the certificate of authority of a foreign corporation to transact business in the state under this chapter, the foreign corporation may appeal to the superior court by filing with the clerk of the court a petition setting out a copy of its certificate of authority and a copy of the notice of revocation given by the commissioner. The matter shall be tried de novo by the superior court, and the court shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 10. Miscellaneous Provisions. › Sec. 10.20.675. Certificates and certified copies to be received in evidence.

Certificates issued by the commissioner in accordance with this chapter, and copies of documents filed in the commissioner's office in accordance with the provisions of this chapter when certified by the commissioner, are prima facie evidence of the facts stated. A certificate by the commissioner under the seal of the state as to the existence or nonexistence of facts relating to corporations that do not appear from a certified copy of these documents or certificates is prima facie evidence of the existence or nonexistence of the facts stated.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 10. Miscellaneous Provisions. › Sec. 10.20.680. Use of forms furnished by the commissioner.

All reports required by this chapter to be filed with the department or the commissioner must be on forms prescribed and furnished by the commissioner. Forms for all other documents to be filed in the office of the department or the commissioner shall be furnished by the commissioner on request, but their use, unless required in this chapter, is not mandatory.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 10. Miscellaneous Provisions. › Sec. 10.20.685. Greater voting or concurrence requirements.

When, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provisions of the articles of incorporation or bylaws control.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 10. Miscellaneous Provisions. › Sec. 10.20.690. Waiver of notice.

When notice is required to be given to a member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver of the notice in writing signed by the person entitled to notice, whether before or after the time stated for notice, is equivalent to the giving of notice.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 10. Miscellaneous Provisions. › Sec. 10.20.695. Action by members or directors without a meeting.

(a) Action required by this chapter to be taken at a meeting of the members or directors of a corporation, or action that may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter or all of the directors.
(b) The consent has the same effect as a unanimous vote, and may be stated as such in articles or documents filed with the commissioner.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 11. General Provisions. › Sec. 10.20.910. Applicability to domestic and foreign corporations.

(a) The provisions of this chapter relating to domestic corporations apply to all corporations organized under this chapter.
(b) The provisions of this chapter relating to foreign corporations apply to all foreign nonprofit corporations conducting affairs in this state for a purpose or purposes for which a corporation might be organized under this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 11. General Provisions. › Sec. 10.20.920. Definitions.

In this chapter, unless the context otherwise requires,
(1) “articles of incorporation” means the original or restated articles of incorporation or articles of consolidation and all amendments to them, including articles of merger;
(2) “board of directors” means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated;
(3) “bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated;
(4) “commissioner” means commissioner of commerce, community, and economic development;
(5) “corporation” or “domestic corporation” means a nonprofit corporation subject to the provisions of this chapter, except a foreign corporation;
(6) “department” means the Department of Commerce, Community, and Economic Development;
(7) “foreign corporation” means a nonprofit corporation organized under laws other than the laws of this state;
(8) “member” means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws;
(9) “nonprofit corporation” means a corporation no part of the income or profit of which is distributed to its members, directors, or officers.
(10) “remote communication” has the meaning given in AS 10.06.990.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.010. Powers of electric or telephone cooperative; prohibited action.

(a) Except as provided in (b) of this section, an electric or telephone cooperative may
(1) sue and be sued in its corporate name;
(2) have perpetual existence;
(3) adopt a corporate seal and alter it;
(4) construct, buy, lease, or otherwise acquire, and equip, maintain, and operate, and sell, assign, convey, lease, mortgage, pledge, or otherwise dispose of or encumber lands, buildings, structures, electric or telephone lines or systems, dams, plants and equipment, and any other real or personal property, tangible or intangible, that is necessary, convenient, or appropriate to accomplish the purpose for which the cooperative is organized;
(5) buy, lease, or otherwise acquire, and use, and exercise and sell, assign, convey, mortgage, pledge or otherwise dispose of or encumber franchises, rights, privileges, licenses, and easements;
(6) borrow money and otherwise contract indebtedness, and issue evidences of indebtedness, and secure the payment of the indebtedness by mortgage, pledge, or deed of trust of, or any other encumbrance upon its real or personal property, assets, franchises, or revenues;
(7) construct, maintain, and operate electric transmission and distribution lines or telephone or related telecommunications service lines along, on, under and across publicly owned lands and public thoroughfares, including, without limitation, all roads, highways, streets, alleys, bridges, and causeways;
(8) exercise the power of eminent domain;
(9) become a member of other cooperatives or corporations or own stock in them;
(10) conduct its business and exercise its powers inside or outside the state;
(11) adopt, amend, and repeal bylaws;
(12) make all contracts necessary, convenient, or appropriate for the full exercise of its powers;
(13) make donations for the public welfare or for charitable, scientific, or educational purposes;
(14) do and perform any other act and thing, and have and exercise any other power that may be necessary, convenient, or appropriate to accomplish the purpose for which the cooperative is organized.
(b) An electric or telephone cooperative may not use cooperative funds to promote or oppose the candidacy of a candidate for director of the cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.020. Powers of electric cooperative.

An electric cooperative may
(1) generate, manufacture, purchase, acquire, accumulate, and transmit electric energy, and distribute, sell, supply, and dispose of electric energy to its members, to governmental agencies and political subdivisions, and to other persons not exceeding 10 percent of the number of its members; however, a cooperative that acquires existing electric facilities may continue service to persons, not in excess of 40 percent of the number of its members, who are already receiving service from these facilities without requiring them to become members, and these persons may become members upon the terms as may be prescribed in the bylaws;
(2) assist persons to whom electric energy is or will be supplied by the cooperative in wiring their premises and in acquiring and installing electrical and plumbing appliances, equipment, fixtures, and apparatus by financing them, and in connection with these services wire or have wired the premises, and buy, acquire, lease, sell, distribute, install, and repair electric and plumbing appliances, equipment, fixtures, and apparatus;
(3) assist persons to whom electric energy is or will be supplied by the cooperative in constructing, equipping, maintaining, and operating electric cold storage or processing plants by financing them or otherwise;
(4) operate a waste heat distribution system;
(5) operate a heating distribution system that was in existence on June 9, 1988;
(6) provide sewer, water, or gas utility service if the cooperative has received a certificate of convenience and necessity under AS 42.05.221 - 42.05.281 from the former Alaska Public Utilities Commission or the Regulatory Commission of Alaska for each type of service provided;
(7) provide direct satellite television programming services; in this paragraph, “direct satellite television programming services” means a video broadcast signal that is received directly from a satellite by an end user.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.030. Powers of telephone cooperative.

(a) A telephone cooperative may
(1) furnish, improve, and expand telephone or related telecommunications service to its members and to other users not in excess of 10 percent of the number of its members; however, telephone or related telecommunications service may be made available by a cooperative through interconnection of facilities to any number of subscribers of other telephone or related telecommunications systems, and through pay stations to any number of users, and a cooperative that acquires existing telephone facilities or related telecommunications facilities may continue service to persons, not exceeding 40 percent of the number of its members, who are already receiving service from the facilities without requiring them to become members, and these persons may become members on terms as may be prescribed in the bylaws;
(2) connect and interconnect its telephone or related telecommunications service lines, facilities, or systems with other telephone or related telecommunications service lines, facilities, or systems;
(3) make its facilities available to persons furnishing telephone or related telecommunications service inside or outside the state.
(b) [Repealed, § 22 ch 29 SLA 2020.]
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.040. Name.

(a) The name of a cooperative must include the words “electric,” “telephone,” “telecommunications,” or “telecom,” as appropriate to its purpose, and “cooperative” or “association,” and the abbreviation “Inc.”
(b) The name of a cooperative must be distinguishable on the records of the Department of Commerce, Community, and Economic Development from the name of any other organized entity and from a reserved or registered name. The Department of Commerce, Community, and Economic Development may adopt regulations under AS 44.62 (Administrative Procedure Act) to implement this subsection.
(c) The provisions of (a) of this section do not apply to a corporation that becomes subject to this chapter by compliance with AS 10.25.290 and 10.25.300 or 10.25.820 and that elects to retain a corporate name that does not comply with (a) of this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.060. Articles of incorporation.

(a) The articles of incorporation of a cooperative must recite that they are executed under this chapter and must state
(1) the name of the cooperative;
(2) the address of its principal office;
(3) the names and the addresses of the incorporators;
(4) the names and addresses of its directors.
(b) The articles may contain any provisions not inconsistent with this chapter that are considered necessary or advisable for the conduct of its business. The articles shall be signed by each incorporator and acknowledged by at least two of the incorporators, or on their behalf, if they are cooperatives. It is not necessary to recite in the articles the purpose for which the cooperative is organized or any of its corporate powers.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.070. Bylaws.

The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger, or consolidation. Thereafter the district delegates in cooperatives having three or more districts that are not connected by a road system to another district of the cooperative may adopt, amend, or repeal the bylaws by the affirmative vote of a majority of the district delegates voting on the adoption, amendment, or repeal at a meeting of the district delegates. In all other cooperatives the members shall adopt, amend, or repeal the bylaws by the affirmative vote of a majority of the members voting on the question. The bylaws must set out the rights and duties of members, district delegates, and directors and may contain other provisions for the regulation and management of the affairs of the cooperative consistent with this chapter or with the articles of incorporation of the cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.080. Membership.

(a) Each incorporator of a cooperative shall be a member of the cooperative or of another cooperative that is a member of it. A person may not become a member unless that person agrees to use electric energy, telephone or related telecommunications service, or other services furnished by the cooperative when they are made available through its facilities.
(b) Membership in a cooperative is not transferrable, except as provided in the bylaws. The bylaws may
(1) prescribe additional qualifications and limitations on membership;
(2) require membership as a condition of obtaining service from the cooperative;
(3) provide for termination or suspension of membership; however, a membership may not be terminated unless procedures for termination are contained in the bylaws.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.090. Meetings of members and district delegates.

(a) An annual meeting of the members of a cooperative shall be conducted as provided in the bylaws of the cooperative. An annual meeting of the members of a cooperative that has been divided into districts as provided for in AS 10.25.190 may consist of separate annual meetings of the members of each district. Unless prohibited by the articles or bylaws of the cooperative, the members of a cooperative may conduct an annual meeting by teleconference or another means of communication that ensures all members participating can hear each other during the meeting.
(b) Special meetings of the members or district delegates may be called by a majority of the board of directors or by not less than 10 percent of all members or 10 percent of all district delegates. A special meeting of the members of a cooperative that has been divided into districts as provided for in AS 10.25.190 may consist of separate special meetings of the members of each district.
(c) An annual meeting of district delegates of a cooperative shall be conducted as provided in the bylaws of the cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.100. Notice of meetings.

Except as otherwise provided in this chapter or the articles or bylaws of a cooperative, written notice stating the time and place of each meeting of the members or district delegates shall be given to each member or district delegate, in person or by mail, electronic mail, or text message, not less than 15 days nor more than 60 days before the date of the meeting. Notice of a special meeting of the members, together with notice of the purpose for which the meeting is called, shall be given to each member or district delegate personally or by mail, electronic mail, or text message, not less than 90 days nor more than 120 days before the date of the meeting. If mailed, notice is considered given when the notice is deposited in the United States mail with postage prepaid addressed to the member or district delegate at the address of the member or delegate as the address appears on the records of the cooperative. If sent by text or electronic mail, notice is considered given when the notice is sent to the member's telephone number, if the telephone is capable of receiving text messages, or the electronic mailing address on record with the cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.110. Quorum requirements.

(a) Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative or the members of a district of a cooperative having not more than 1,000 members is five percent of all members, and a quorum for the transaction of business of the members of a cooperative or the members of a district of a cooperative having more than 1,000 members is 50 members. If less than a quorum is present, or considered present under (c) of this section, at a meeting, a majority of those present, or considered present under (c) of this section, may adjourn the meeting from time to time without further notice.
(b) Unless the bylaws prescribe the presence of a greater percentage of the district delegates for a quorum, a quorum for the transaction of business at all meetings of the district delegates of a cooperative is 25 percent of all district delegates.
(c) Unless prohibited by the articles or bylaws, a member or delegate who votes on a matter by electronic communication received or mail postmarked before a meeting begins is considered to have attended the meeting for the matter on which the member or delegate voted.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.120. Voting.

Each member is entitled to one vote on each matter submitted to a vote of the membership. Each member of a district is entitled to one vote on each matter submitted to a vote at a district meeting. A member may not vote by proxy but may vote, if the bylaws so provide, by mail or electronic transmission, as specified by the cooperative, except that electronic transmission may not be the only allowed option for voting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.125. Record date.

To determine the members entitled to notice of a meeting of the members or to vote on a matter that is to be submitted to a vote of the members, or for any other proper purpose, the board of directors may fix a date that occurs not more than 30 days before the date of notice or distribution of mail or electronic ballots as the record date for the determination. If a record date is not fixed for the determination of members entitled to notice of a meeting or to vote on a matter, the date on which notice of the meeting or of mail or electronic voting is first distributed is the record date. When a determination of members entitled to vote at a meeting is made, the determination applies until the meeting is adjourned sine die.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.130. Waiver of notice.

A person entitled to notice of a meeting may waive notice in writing either before or after the meeting. Attendance at a meeting is a waiver of notice of the meeting, unless the person attends solely to object to the transaction of business because the meeting has not been legally called or convened.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.140. Board of directors.

The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative which is a member of it. The bylaws shall prescribe the number of directors, their qualifications other than those prescribed in this chapter, and the manner of holding meetings of the board of directors and of electing successors to directors who resign, die, or are otherwise incapable of acting. The bylaws shall provide for the removal of directors from office for cause and for the election of their successors. Directors may not receive salaries for the services as directors and, except in emergencies, may not receive salaries for their services in any other capacity without the approval of the members. The bylaws may, however, prescribe a fixed fee for each day of attendance at a meeting of the board of directors or other meeting while officially representing the cooperative and for each day of necessary travel to and from a meeting of the board of directors or other meeting while officially representing the cooperative and may provide for insurance and reimbursement of actual expenses incurred while performing duties as a director.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.145. Liability, indemnification, and insurance.

(a) A protected person is not individually liable for conduct performed within the scope of the person's duties for the cooperative. However, the protected person may be held individually liable for conduct if it was not reasonable for the person to believe that the conduct was in, or not contrary to, the best interests of the cooperative.
(b) Unless prohibited by the articles of incorporation or bylaws, the cooperative shall indemnify a protected person who is or may be made a party to a contested matter against expenses actually and reasonably incurred in connection with the contested matter. However, the cooperative may not indemnify the protected person if the person did not reasonably believe the conduct to be in, or not opposed to, the best interests of the cooperative. With respect to a criminal action or proceeding, the cooperative shall indemnify a protected person unless the person had reasonable cause to believe that the conduct was unlawful.
(c) A cooperative may purchase and maintain insurance on behalf of a protected person against liability asserted against the protected person and incurred in an official capacity or arising out of the person's status, whether or not the cooperative would have the power to indemnify the person against the liability under this section.
(d) In this section,
(1) “conduct” includes action, inaction, and omission;
(2) “contested matter” means a proposed, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative;
(3) “expenses” include attorney fees, judgments, fines, and amounts paid in settlement;
(4) “protected person” means a director, officer, employee, or agent of a cooperative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.150. Term of office of directors.

The directors of a cooperative named in articles of incorporation, consolidation, merger, or conversion hold office until the next annual meeting of the members and until their successors are elected and qualify. Each elected director holds office for the term for which elected and until a successor is elected and qualifies.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.160. Staggered terms of office for directors.

Instead of electing all directors annually, the bylaws may provide that directors shall be elected for terms not to exceed four years, or until their successors are elected and qualify, and that the terms of directors shall be staggered so that not all terms expire at the same time.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.175. Board meetings open; exceptions; notice; remedy.

(a) A meeting of the board of directors may be attended by members of the cooperative. Except when voice votes are authorized, a vote shall be conducted in such a manner that the members may know the vote of each person entitled to vote. The board of directors may conduct a meeting by teleconference, or another means of communication that ensures all participating directors can hear each other during the meeting, if the board gives reasonable notice of the meeting and if members of the cooperative are able to attend the meeting sites and hear the meeting. This section applies only to a meeting at which a quorum of the board participates.
(b) If excepted subjects are to be discussed at a meeting, the meeting must first be convened as a regular or special meeting and the question of holding an executive session to discuss matters that come within the exceptions contained in (c) of this section shall be determined by a majority vote of the board. No subjects may be considered at the executive session except those mentioned in the motion calling for the executive session unless auxiliary to the main question. Formal action may not be taken during the executive session.
(c) The following excepted subjects may be discussed in an executive session:
(1) matters the immediate knowledge of which would clearly have an adverse effect on the finances of the cooperative;
(2) subjects that tend to prejudice the reputation and character of a person; however, the person may request a public discussion;
(3) matters discussed with an attorney for the cooperative, the immediate knowledge of which could have an adverse effect on the legal position of the cooperative;
(4) personnel matters.
(d) Notice shall be given for all regular or special meetings of the board of directors as provided in the bylaws of the cooperative.
(e) A member affected by action taken contrary to this section may bring a suit in the superior court. The court may order appropriate equitable relief after considering the circumstances of the case. Action taken contrary to this section is not void if other equitable relief is available and appropriate.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.190. Districts.

The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. These delegates, who shall be members, may nominate and elect directors. The bylaws shall prescribe the boundaries of the districts, or the manner of establishing the boundaries, and the manner of changing the boundaries, and the manner in which the districts function. A member at any district meeting and a district delegate at any meeting may not vote by proxy, by mail, or by electronic transmission. However, the election of directors shall be by mail or, if the bylaws so provide, by electronic transmission, as specified by the cooperative, except that electronic transmission may not be the only allowed option for voting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.200. Officers, agents, and employees.

The officers of a cooperative are those officers authorized by the bylaws. The officers shall be elected annually by the board of directors from among its members. If authorized by the bylaws, the election may be conducted by written ballot. When a person holding an office ceases to be a director, that person ceases to hold office. The board of directors may appoint those other agents or employees that it considers necessary or advisable and shall prescribe their powers and duties. An officer may be removed from office and a successor elected in the manner prescribed in the bylaws.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.210. Amendment of articles of incorporation.

A cooperative may amend its articles of incorporation as follows, except that it may change the location of its principal office in the manner set out in AS 10.25.230:
(1) the proposed amendment shall be presented to the members or district delegates at a meeting or by written notice; if the proposed amendment is presented at a meeting, the notice of the meeting must set out or have attached to it the proposed amendment;
(2) if the proposed amendment, with any changes, is approved by the affirmative vote of not less than two-thirds of those members or district delegates voting on it, the presiding officer of the board of directors shall execute and acknowledge articles of amendment on behalf of the cooperative, and the officer designated by the board shall affix and attest to the seal of the cooperative; if the cooperative accepts ballots both at a meeting and by mail or by electronic transmission, a member may vote by mail, by electronic transmission, or at the meeting, as specified by the cooperative, except that electronic transmission may not be the only allowed option for voting.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.220. Contents of articles of amendment.

(a) The articles of amendment must recite that they are executed under this chapter and must state
(1) the name of the cooperative;
(2) the address of its principal office;
(3) the amendment to its articles of incorporation.
(b) The presiding officer executing the articles of amendment shall make and annex to them an affidavit stating that the provisions of AS 10.25.210 and this section regarding the amendment were complied with.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.230. Change of location of principal office.

A cooperative may, upon authorization of its board of directors or its members, change the location of its principal office by filing a certificate reciting the change of principal office, executed and acknowledged by its presiding officer under its seal, attested by the officer designated by the board, in the office of the commissioner.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 25. Electric and Telephone Cooperative Act › Article 1. Substantive Provisions. › Sec. 10.25.235. Member's right to examine books and records.

A member of a cooperative may, at a reasonable time and for a proper purpose, examine and make copies of the books and records of the cooperative at the principal office of the cooperative. The cooperative may charge a member an amount equal to the actual cost of duplicating documents requested under this section. The cooperative may withhold books and records concerning specific matters that were prepared for or during an executive session under AS 10.25.175(c) and not subsequently made public by the cooperative. The cooperative may also withhold the identity of public information that was referred to during the executive session.