Title 10, Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.15.005 Purposes for which cooperatives may be organized.
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A cooperative may be organized under this chapter for any lawful purpose, except for the purpose of banking or insurance or the furnishing of electric or telephone or related telecommunications service.
AS 10.15.010 General powers.
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Each cooperative may (1) have perpetual succession unless a limited period of duration is stated in its articles; (2) sue and be sued, complain and defend, in its corporate name; (3) adopt a corporate seal and alter it, and use it by having it or a facsimile of it impressed, affi…
AS 10.15.015 Bylaws.
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The board of directors shall adopt the initial bylaws of a cooperative. The members of the cooperative may alter, amend or repeal the bylaws or adopt new bylaws. Bylaws may contain provisions for the regulation and management of the affairs of the cooperative not inconsistent wit…
AS 10.15.020 Membership.
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(a) Membership in a cooperative is conditioned on ownership of a share of membership stock or payment of a membership fee as set forth in the articles. However, the bylaws of a cooperative may authorize membership conditioned upon payment of part of the membership fee or payment …
AS 10.15.025 Registered office and registered agent.
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Each cooperative shall continuously maintain in this state a registered (1) office which may, but need not, be the same as its place of business; (2) agent, who may be either an individual resident in the state whose business office is identical with the registered office, or a d…
AS 10.15.030 Change of registered office or agent.
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A cooperative may change its registered office or registered agent under the procedure set out in AS 10.06.165, and a person who has been designated by a cooperative as its registered agent may resign under the procedure set out in AS 10.06.170.
AS 10.15.035 Service on agent is service on cooperative.
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A registered agent appointed by a cooperative is an agent of the cooperative upon whom process, notice or demand required or permitted by law to be served upon the cooperative may be served.
AS 10.15.040 Defense of ultra vires.
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An act or a transfer of property to or by a cooperative is not invalid because it is in excess of the cooperative's power to do the act or make or receive the transfer, except that the lack of power may be asserted in a proceeding by (1) a member, shareholder or director against …
AS 10.15.045 Capital stock.
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A cooperative, including a cooperative that requires a membership fee rather than the holding of membership stock as a prerequisite of membership, may issue the number of shares of capital stock stated in its articles. The shares may be divided into more than one class with the d…
AS 10.15.050 Membership stock.
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The articles may require that members own one or more shares of membership stock, and may provide limitations on the issuance and transferability of the stock.
AS 10.15.055 Transfer of stock.
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Unless restricted by the articles, stock other than membership stock may be issued or transferred without limitation.
AS 10.15.060 Payment required for issuance.
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A stock certificate may not be issued except upon payment of the par value of the shares it represents if the shares have par value, or if the shares are without par value, upon payment of the consideration for the shares expressed in dollars as fixed for the shares by the board.…
AS 10.15.065 No preemptive right to new issues.
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Shareholders have no preemptive right to purchase additional shares.
AS 10.15.070 Certificates representing shares.
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Each certificate of stock of a cooperative must bear the manual or facsimile signature of a principal officer and must include the following information: (1) the name of the cooperative, number and class of the shares represented by the certificate, the par value of each share or…
AS 10.15.075 Manner of voting by shareholders.
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AS 10.06.420 relating to voting of shares in business corporations applies to shareholders of cooperatives and shares of the capital stock of cooperatives other than membership stock.
AS 10.15.080 Determining who are shareholders for purposes of notice, voting, and dividends.
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For the purpose of determining shareholders entitled to notice of or to vote at meetings, or entitled to receive payment of a dividend, the bylaws may fix in advance a date as the record date for the determination of shareholders. The date shall be not more than 50 days and not l…
AS 10.15.085 Subscription for shares.
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A subscription for shares of a cooperative is irrevocable for six months unless otherwise provided by the subscription agreement, or unless all subscribers consent to the revocation.
AS 10.15.090 Limitation of liability of members.
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Except for a debt lawfully contracted between a member and the cooperative, a member is not liable for the debts of the cooperative in an amount exceeding the sum remaining unpaid on the member's subscription for shares of the cooperative, and the sum remaining unpaid on the memb…
AS 10.15.095 Dividends on capital stock.
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A cooperative organized with capital stock may pay the dividend upon capital stock authorized by its articles if its capital is not impaired and would not be impaired by the payment.
AS 10.15.100 Recall, acquisition, exchange, redemption, and reissuance of stock or other evidence of equity.
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Unless the articles provide otherwise, a cooperative may recall membership stock upon termination of membership, and acquire, exchange, redeem, and reissue its own shares or other evidences of equity. The consideration paid for shares of membership stock recalled by the cooperati…
AS 10.15.105 Limitations on acquisition, recall, exchange, or redemption.
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No acquisition, recall, or redemption of stock or other evidence of equity may be made if the result would be to bring the value of the remaining assets of the cooperative below the aggregate of its indebtedness. The articles may provide limitations on the right of a cooperative …
AS 10.15.110 Status of acquired, recalled, exchanged, or redeemed shares.
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When shares are acquired, recalled, exchanged or redeemed by the cooperative, they are restored to the status of authorized but unissued shares.
AS 10.15.115 Missing certificates or ownership records.
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(a) When a certificate for a security issued by a cooperative is missing, the cooperative shall issue a duplicate certificate upon the request of the owner and upon the furnishing of the indemnity required by the cooperative. (b) When records showing ownership of securities are m…
AS 10.15.120 Meetings of members.
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(a) Meetings of members may be held either inside or outside the state as provided in the bylaws. In the absence of a bylaw provision, meetings shall be held at the principal place of business of the cooperative. (b) An annual meeting of the members shall be held at the time or w…
AS 10.15.125 Districts and district meetings.
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A cooperative may provide in its bylaws (1) for the formation of districts, and the holding of member meetings by districts and the holding of elections of directors at district meetings; and (2) that delegates may be elected at district meetings to represent their districts in a…
AS 10.15.130 Voting by members.
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(a) Each member has one vote except that bylaws may authorize voting according to actual, estimated or potential patronage, or a combination of these plans of voting. Shares of stock may not be given voting power except in the specific instances authorized by this chapter. (b) Me…
AS 10.15.135 Quorum of members.
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Ten percent of voting members, in person or by proxy, if district delegates, constitute a quorum for an annual or special meeting unless the bylaws provide for a greater number.
AS 10.15.140 Qualifications and membership of board of directors.
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(a) The board of directors shall manage the business and affairs of a cooperative. Each director shall be a member or a representative of a member who is not a natural person. Unless the bylaws otherwise provide, directors need not be residents of this state. The bylaws may presc…
AS 10.15.145 Initial board of directors.
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Directors constituting the initial board hold office until the first annual meeting of the members and until their successors are elected and take office.
AS 10.15.150 Election and terms of directors.
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At the first annual meeting and at subsequent meetings, directors shall be elected by the members in the manner and for the term of office provided in the bylaws, but not to exceed three years. Each director shall enter immediately upon the discharge of the director's duties and,…
AS 10.15.155 Removal of directors.
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A director may be removed upon a majority vote of all members voting in person at a member meeting. Before a vote for removal may be taken, written reasons for removal of the director shall be presented at a meeting of members and the director sought to be removed shall have an o…
AS 10.15.160 Filling unexpired term.
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Unless the bylaws provide otherwise, a vacancy in the board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board. The director elected to fill a vacancy serves for the unexpired term of the director's predecessor in…
AS 10.15.165 Meetings of board of directors.
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(a) Regular or special meetings of the board may be held inside or outside the state. (b) Regular meetings of the board may be held with or without notice as prescribed in the bylaws. Special meetings of the board shall be held upon the notice prescribed in the bylaws. Attendance…
AS 10.15.170 Executive committee.
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(a) If the bylaws provide, the board may elect an executive committee consisting of three or more directors which, to the extent provided in the bylaws of the cooperative, may exercise all the authority of the board in the management of the cooperative, except for (1) apportionme…
AS 10.15.175 Officers.
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(a) The principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. The officers shall be elected annually by the board at the time and in the manner the bylaws provide. The offices of secretary and tr…
AS 10.15.180 Compensation and benefits to directors, officers, and employees.
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Unless the bylaws provide otherwise, (1) only the members of the cooperative may establish compensation or other benefits for a director, not available generally to officers and employees, for services as a director; (2) a director may not hold, during a term as director, a posit…
AS 10.15.185 Taking action without meeting.
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Action required by this chapter to be taken at a meeting of the members or directors of a cooperative, or any other action that may be taken at a meeting of the members, directors, or members of the executive committee, may be taken without a meeting if a consent in writing setti…
AS 10.15.190 Waiver of notice.
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Whenever a notice is required to be given to a member or director of a cooperative under this chapter or under the articles or bylaws of a cooperative, a waiver of notice in writing signed by the person entitled to the notice, before or after the time stated in the notice, is equ…
AS 10.15.195 Voting requirements of articles.
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If the articles require the vote of a greater proportion of the members or shareholders than required by this chapter, the articles control.
AS 10.15.200 Procedural requisites in action brought in right of cooperative by member or shareholder.
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(a) An action may not be instituted or maintained in the right of a cooperative by a member or shareholder unless that person (1) alleges in the complaint that the person was a member or shareholder of record when a part of the transaction of which the person complains took place…
AS 10.15.205 Allowance of costs to plaintiff; accounting for proceeds.
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If anything is recovered or obtained as the result of an action under AS 10.15.200, whether by compromise and settlement or by judgment, the court may award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorney fees, out of the proceeds of…
AS 10.15.210 Security for costs.
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In an action brought in the right of a cooperative by fewer than three percent of the members or by holders of less than three percent of an outstanding class of stock, the defendants may require the plaintiff to give security for the reasonable expenses of defending the action, …
AS 10.15.215 Permitted purposes of cooperative contracts with members.
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Contracts for any of the following purposes, whether contained in the bylaws or separately written, are valid when made between a cooperative and a member in which the member agrees to (1) sell, market or deliver to or through the cooperative or facilities furnished by it all or …
AS 10.15.220 Liquidated damages clause in cooperative contracts.
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The contract referred to in AS 10.15.215 may fix and require liquidated damages to be paid by the member to the cooperative in the event of a breach of the contract by the member. Liquidated damages may be a percentage of the value or a specified amount per unit of the products, …
AS 10.15.225 Contracts between two or more cooperatives.
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Two or more cooperatives may contract and act in association, corporate or otherwise, to perform collectively any of their powers or purposes authorized by this chapter.
AS 10.15.230 Recording of cooperative contracts.
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A cooperative may record a contract authorized by this chapter in the office of the recorder of the recording district in which the member resides or in which the products covered by the contract have been or are to be produced.
AS 10.15.235 Recording of uniform cooperative contracts.
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If the cooperative has substantially uniform contracts with more than one member residing or producing the products in a recording district, it may, instead of recording the original contracts, record (1) a true copy of the uniform contract; and (2) a sworn list of the names of m…
AS 10.15.240 Recording procedure.
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The recorder shall number consecutively and record each contract, and shall record alphabetically in a book to be kept for that purpose the name of each party to the contract and enter opposite that name the record number of the contract and its effective date as to that party. T…
AS 10.15.245 Fees for recording contracts.
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The fee for recording the contract is the same as for recording a chattel mortgage. The fee for recording the names of parties to each contract is two cents for each name.
AS 10.15.250 Effect of recording contract; subsequent interests and liens.
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Recording under AS 10.15.230 10.15.260 operates as a constructive notice to all persons of the existence and contents of the contract. Any right, title, interest, or lien created as to the products covered by the contract subsequent to the recording is subject to the cooperativ…