Title 10, Corporations and Associations

The net proceeds or savings of a cooperative shall be apportioned, distributed and paid periodically to the persons entitled to receive them at the times and in the reasonable manner as the bylaws provide. However, net proceeds or savings on patronage of the cooperative by its me…

The apportionment, distribution, and payment of net proceeds or savings required by AS 10.15.275 may be in cash, credits, capital stock, certificates of interest, revolving fund certificates, letters of advice or other securities or certificates issued by the cooperative or by an…

(a) Apportionment and distribution of net proceeds or savings or net losses may be separately determined for and be based upon patronage of single or multiple pools, particular departments of the cooperative, or as to particular commodities, supplies or services, or upon classifi…

For the purposes of AS 10.15.275 — 10.15.290 net proceeds or savings or net losses shall be computed in accordance with generally accepted accounting principles applicable to cooperative corporations, and after deducting from gross proceeds or savings dividends paid upon capital …

A distribution of net margins by a cooperative or a redemption of or payment based upon a security, which remains unclaimed six years after the date authorized for payment, redemption, or retirement may be forfeited by the board. The amount forfeited may revert to the cooperative…

The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a cooperative, when made in the usual and regular course of the business of the cooperative, may be made on the terms and conditions and for the consideration authorized by the…

A sale, lease, exchange, or other disposition of all, or substantially all the property and assets, with or without the good will, of a cooperative, if not made in the usual and regular course of its business, may be made upon the terms and for the consideration, which may consis…

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

(a) A cooperative shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its members, board and executive committee. It shall keep at its principal office records of the names and addresses of all members and shareholders. At an…

(a) Each cooperative shall file with the department before July 2 of the reporting year a biennial report signed by a principal officer or the general manager setting out (1) its name and the address of its principal place of business in the state; (2) the name of its registered …

The biennial report shall be made on forms furnished by the department. The information contained in the biennial report shall be given as of June 30 of the reporting year. The biennial report is delinquent if not filed before August 1 of each odd or even year as provided in this…

If the department finds that the biennial report conforms to the requirements of this chapter, it shall accept it. If the biennial report does not conform to the requirements of this chapter, the department shall return it to the cooperative for necessary corrections, in which ev…

Article 2. Formation of Cooperatives. (a) In the event of a change of an officer or director of a corporation during the year following the filing of the biennial report, the corporation shall file notice of change amending that report before July 2 of that year. (b) The notice s…

Three or more natural persons at least 19 years of age may act as incorporators of a cooperative by signing and delivering articles for the cooperative in duplicate to the commissioner.

(a) Upon finding that the articles conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) stamp on each duplicate original the word “filed” and the date of the filing; (2) file one duplicate original in the commissioner's office; (3) …

Upon the issuance of the certificate of incorporation, the corporate existence begins, and the certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the cooperative has been…

(a) The articles of incorporation must set forth (1) the name of the cooperative and that it is a cooperative; (2) the period of duration, which may be perpetual; (3) the purposes for which the cooperative is organized; (4) whether the cooperative is organized with or without mem…

It is not necessary to set forth in the articles the corporate powers enumerated in this chapter. The articles may include additional provisions, not inconsistent with law, for the regulation of the internal affairs of the cooperative, including any provision which under this cha…

Article 3. Amendment and Restatement of Articles. After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles shall be held, either inside or outside the state, at the call of a majority of the incorporators for…

A cooperative may amend its articles from time to time as may be desired, so long as its articles as amended contain only those provisions which might be lawfully contained in the original articles at the time of making the amendment, and, if a change in shares or the rights of s…

(a) An amendment to the articles shall be made in the manner set out in this section. (b) The board shall adopt a resolution setting forth the proposed amendment and directing it to be submitted to a vote at an annual or special meeting of the members of the cooperative. (c) Writ…

(a) If a proposed amendment to articles would affect a shareholder, the shareholder, whether or not permitted to vote by the articles, may cast one vote on the amendment regardless of the dollar amount of stock or number of affected classes of stock held by the shareholder. Howev…

Following adoption of an amendment to the articles, it shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out (1) the name of the cooperative; (2) if an amendment changes a provision o…

Duplicate originals of the articles of amendment shall be filed, and a certificate of amendment shall be issued and delivered to the commissioner.

An amendment does not affect an existing cause of action in favor of or against the cooperative, or a pending suit to which the cooperative is a party, or the existing rights of persons other than members or affected shareholders. If the cooperative's name is changed by amendment…

Article 4. Merger, Consolidation, and Conversion of Corporation Into Cooperative. The provisions of AS 10.06 (Alaska Corporations Code) relating to restated articles of business corporations apply to cooperatives, except that the restated articles need not set forth the amount of…

Two or more cooperatives may merge or consolidate pursuant to a plan of merger or consolidation adopted in the manner provided in AS 10.15.405 — 10.15.415.

The board of each cooperative shall, by resolution adopted by each board, approve a plan of merger or consolidation setting forth (1) the names of the cooperatives proposing to merge or consolidate, and the name of the cooperative into which they propose to merge or the name of t…

The board of each cooperative, upon approving the plan of merger or plan of consolidation, shall by resolution direct that the plan be submitted to a vote at a meeting of members and shareholders, or if there are no shareholders at an annual or a special meeting of members. Writt…

After adoption of the plan, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned under provisions, if any, set forth in the plan of merger or consolidation.

Upon adoption of the plan of merger or consolidation, articles of merger or articles of consolidation, as the case may be, shall be executed in duplicate by each cooperative by its president or a vice-president and by its secretary or an assistant secretary.

The articles of merger or consolidation must set out (1) the plan of merger or plan of consolidation; (2) the date of adoption of the plan; (3) as to each cooperative, the number of member votes cast for and against the plan; (4) as to each cooperative, the number, if any, of sha…

Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner, who, upon finding the articles conform to law, shall, when all fees and charges prescribed in this chapter have been paid, (1) endorse on each duplicate original the…

When the merger or consolidation is effective (1) the several cooperatives which are parties to the plan of merger or consolidation shall be a single cooperative, which, in case of a merger, shall be that cooperative designated in the plan of merger as the surviving cooperative, …

(a) One or more cooperatives may merge or consolidate with or into one or more of the following classes of business organizations: (1) a domestic corporation if the domestic corporation complies with AS 10.06 (Alaska Corporations Code) relating to merger or consolidation; (2) a f…

(a) If the surviving or new corporation is a cooperative, the effect of the merger or consolidation is the same as provided in this chapter for the merger or consolidation of cooperatives. (b) If the surviving or new corporation is a domestic corporation, the effect of the merger…

[Repealed or reserved.]

Article 5. Dissolution. In AS 10.15.400 — 10.15.455, (1) “new cooperative” means the new cooperative provided for in the plan of consolidation; (2) “surviving cooperative” means the cooperative designated in the plan of merger as the surviving cooperative.

(a) A cooperative may be dissolved by the act of the cooperative, when authorized in the manner set out in this section. (b) The board shall adopt a resolution directing the question of dissolution to be submitted to a vote at an annual or special meeting of members. (c) Written …

Upon the adoption of the resolution, a statement of intent to dissolve shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out (1) the name of the cooperative; (2) the names and address…

(a) Duplicate originals of the statement of intent to dissolve shall be filed and handled by the department in the manner provided in AS 10.06 (Alaska Corporations Code) with respect to business corporations. (b) The filing of a statement of intent to dissolve has the same effect…

After the filing by the department of a statement of intent to dissolve (1) the cooperative shall proceed to collect its assets, convey and dispose of the property not to be distributed in kind to its members or shareholders, pay, satisfy and discharge its liabilities and obligat…

A cooperative, at any time prior to the issuance of a certificate of dissolution by the department, may revoke a voluntary dissolution proceeding by adoption of a resolution of revocation in the same manner and by the same vote of members and shareholders required by this chapter…

Upon the adoption of the resolution of revocation, a statement of revocation of voluntary dissolution proceedings shall be executed in duplicate by the cooperative by its president or a vice-president and its secretary or an assistant secretary and must set out a copy of the adop…

(a) Duplicate originals of the statement of revocation of voluntary dissolution proceedings shall be handled by the department in the same manner as provided by this chapter for filing of a statement of intent to dissolve. (b) Upon the filing by the department of the statement of…

If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the cooperative have been paid and discharged, or adequate provision has been made for their payment and discharge, and all of the remaining property and assets of the coop…