Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.25.010 Powers of electric or telephone cooperative; prohibited action.
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(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 oper…
AS 10.25.020 Powers of electric cooperative.
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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…
AS 10.25.030 Powers of telephone cooperative.
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(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 availa…
AS 10.25.040 Name.
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(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…
AS 10.25.050 Incorporators.
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Five or more persons, including cooperatives, may organize a cooperative.
AS 10.25.060 Articles of incorporation.
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(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 i…
AS 10.25.070 Bylaws.
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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…
AS 10.25.080 Membership.
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(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 furn…
AS 10.25.090 Meetings of members and district delegates.
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(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…
AS 10.25.100 Notice of meetings.
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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 te…
AS 10.25.110 Quorum requirements.
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(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…
AS 10.25.120 Voting.
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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 …
AS 10.25.125 Record date.
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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 d…
AS 10.25.130 Waiver of notice.
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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 legall…
AS 10.25.140 Board of directors.
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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 thos…
AS 10.25.145 Liability, indemnification, and insurance.
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(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 i…
AS 10.25.150 Term of office of directors.
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[Repealed or reserved.]
AS 10.25.160 Staggered terms of office for directors.
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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 ti…
AS 10.25.170 Quorum of board.
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A majority of the board of directors constitutes a quorum.
AS 10.25.175 Board meetings open; exceptions; notice; remedy.
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(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 meeti…
AS 10.25.180 General powers of board.
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The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this chapter, its articles of incorporation, or its bylaws.
AS 10.25.190 Districts.
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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 deleg…
AS 10.25.200 Officers, agents, and employees.
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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…
AS 10.25.210 Amendment of articles of incorporation.
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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 no…
AS 10.25.220 Contents of articles of amendment.
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(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 ame…
AS 10.25.230 Change of location of principal office.
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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 …
AS 10.25.235 Member's right to examine books and records.
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Article 2. Merger, Consolidation, and Conversion. 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 a…
AS 10.25.240 Merger.
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(a) Except as provided in (b) of this section, one or more cooperatives, each designated in this section as “merging cooperative,” may merge into another cooperative, designated in this section as “surviving cooperative,” by complying with the following requirements: (1) the prop…
AS 10.25.245 Merger of cooperative and corporation organized under AS 10.05. [Repealed, § 24 ch 134 SLA 1988.]
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[Repealed or reserved.]
AS 10.25.250 Contents of articles of merger.
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(a) The articles of merger must recite that they are executed under this chapter and must state (1) the name of each merging cooperative and the address of its principal office; (2) the name of the surviving cooperative and the address of its principal office; (3) a statement tha…
AS 10.25.260 Consolidation.
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Two or more cooperatives, designated in this section as “consolidating cooperative,” may consolidate into a new cooperative, designated in this section as the “new cooperative,” by complying with the following requirements: (1) the proposition for the consolidation into the new c…
AS 10.25.270 Contents of articles of consolidation.
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(a) The articles of consolidation must recite that they are executed pursuant to this chapter and must state (1) the name of each consolidating cooperative and the address of its principal office; (2) the name of the new cooperative and the address of its principal office; (3) a …
AS 10.25.280 Effect of consolidation or merger.
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(a) In the case of a consolidation the existence of the consolidating cooperatives ceases and the articles of consolidation are the articles of incorporation of the new cooperative. In the case of a merger the separate existence of the merging cooperatives ceases and the articles…
AS 10.25.290 Conversion of existing corporation.
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(a) A corporation organized under the laws of the state and supplying or having the corporate power to supply electric energy or to furnish telephone or related telecommunications service may be converted into a cooperative by complying with the requirements of this section and t…
AS 10.25.300 Articles of conversion: contents and use as articles of incorporation.
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Article 3. Dissolution. (a) The articles of conversion must recite that they are executed under this chapter and must state (1) the name of the corporation and the address of its principal office prior to its conversion into a cooperative; (2) the statute or statutes under which …
AS 10.25.310 Dissolution of cooperative that has not commenced business.
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A cooperative that has not commenced business may be dissolved by delivering articles of dissolution to the commissioner. A majority of the incorporators shall execute and acknowledge articles of dissolution on behalf of the cooperative. The articles must state (1) the name of th…
AS 10.25.320 Dissolution of cooperative that has commenced business.
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(a) A cooperative that has commenced business may be dissolved in the manner set out in this section. (b) The proposition to dissolve shall be submitted to the members of the cooperative. The notice must state the proposition. (c) The proposition is approved by the affirmative vo…
AS 10.25.330 Effect of filing certificate of dissolution and affidavit; corporate existence; involuntary dissolution.
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(a) Upon the filing of the certificate and affidavit by the commissioner, the cooperative shall cease to carry on its business except to the extent necessary for the winding up of business. However, its corporate existence continues until articles of dissolution have been filed b…
AS 10.25.340 Notice to creditors and claimants.
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The board of directors shall immediately have a notice of the dissolution proceedings mailed to each known creditor of and claimant against the cooperative and publish it once a week for two successive weeks in a newspaper of general circulation in the city or borough in which th…
AS 10.25.350 Termination of cooperative affairs.
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The board of directors shall wind up and settle the affairs of the cooperative, collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations, and liabilities, other than those to patrons arising by reason of their patronage, and do all oth…
AS 10.25.360 Contents of articles of dissolution.
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Article 4. Miscellaneous Provisions. (a) The articles of dissolution 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 date on which the certificate of election to dissolve was fi…
AS 10.25.370 Filing of articles, certificates, and affidavits.
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Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and acknowledged and accompanied by the affidavits required by this chapter, shall be presented to the commissioner for filing. Upon finding that the articles presented conform …
AS 10.25.375 Cancellation of certificates issued and filings accepted.
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The commissioner may, within one year after a filing, and after written notice to the cooperative or individual making a filing, cancel a certificate issued or filing accepted under this chapter, on any ground existing at the time notice of cancellation is made for which the comm…
AS 10.25.380 Nonprofit operation.
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A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a cooperative or its contracts with members and patrons must contain such provisions relating to the disposition of revenues and receipts as may be necessary and …
AS 10.25.390 Disposition of property to secure indebtedness.
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The board of directors of a cooperative may, without authorization by the members of the cooperative, authorize the execution and delivery of mortgages or deeds of trust of, or the pledging or encumbering of, the property, assets, rights, privileges, licenses, franchises and perm…
AS 10.25.400 Limitations on disposition of property.
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(a) A cooperative may not otherwise sell, lease, or dispose of more than 15 percent of the cooperative's total assets, less depreciation, as reflected on the books of the cooperative at the time of the transaction unless the transaction is authorized under this section. The trans…
AS 10.25.410 Nonliability of members for debts of cooperative.
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A member is not liable or responsible for any debts of the cooperative and the property of the members is not subject to execution therefor.
AS 10.25.420 Effect of recordation of mortgages and other instruments.
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A mortgage, deed of trust, or other instrument executed by a cooperative, which affects real and personal property and which is recorded in the real property records in the city, borough, or other recording districts in which the property is located or is to be located has the sa…
AS 10.25.430 Validity of mortgage under Rural Electrification Act.
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A mortgage made by a cooperative organized under this chapter to the United States of America, or an agency or instrumentality of it, to secure indebtedness incurred under 7 U.S.C. 901 — 950bb-2 (Rural Electrification Act ), as amended, is not void as against creditors of the mor…
AS 10.25.440 Construction standards.
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Construction of electric lines and facilities, or telephone lines and facilities, by a cooperative shall, as a minimum requirement, comply with the standards of the National Electrical Safety Code in effect at the time of construction.