Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.20.096 Election and terms of directors.
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At the first annual election of directors and at each annual meeting thereafter the members shall elect directors to hold office for the terms provided in the bylaws. Each director holds office for the term for which elected and until a successor is elected and qualified. The ter…
AS 10.20.101 Vacancies.
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A vacancy occurring in the board of directors and a directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articl…
AS 10.20.106 Quorum of directors.
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A majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation, constitutes a quorum for the transaction of business unless a greater number is required by the articles of…
AS 10.20.111 Executive committee.
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If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation,…
AS 10.20.116 Place and notice of directors' meetings.
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(a) Regular or special meetings of the board of directors may be held at a designated place, by remote communication, or at a designated place and by remote communication. The designated place may be inside or outside the state. (b) Regular meetings of the board of directors may …
AS 10.20.121 Officers.
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(a) The officers of a corporation consist of a president, one or more vice presidents as prescribed by the bylaws, a secretary, and a treasurer. Each of the officers shall be elected by the board of directors at the time and in the manner prescribed by the bylaws. Other necessary…
AS 10.20.126 Removal of officers.
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An officer or agent may be removed by the board of directors, or by the executive committee, whenever in its judgment the best interests of the corporation will be served. Removal is without prejudice to the contract rights of the person removed. Election or appointment of an off…
AS 10.20.131 Books and records; inspection.
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(a) A corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal o…
AS 10.20.136 Shares of stock and dividends prohibited; compensation, benefits, and distributions.
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A corporation may not have or issue shares of stock. No dividend may be paid and no part of the income or profit of a corporation may be distributed to its members, directors, or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or off…
AS 10.20.141 Loans to directors and officers prohibited.
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Article 2. Formation of Corporations. A corporation may not make loans to its directors or officers. A director or officer who assents to or participates in the making of such a loan shall be liable to the corporation for the amount of the loan until its repayment.
AS 10.20.146 Incorporators.
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Three or more natural persons at least 19 years of age may act as incorporators of a corporation by signing and delivering in duplicate to the commissioner articles of incorporation for the corporation.
AS 10.20.151 Articles of incorporation; relationship to bylaws; director liability.
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(a) The articles of incorporation must set out (1) the name of the corporation; (2) the period of its duration, which may be perpetual; (3) the purpose or purposes for which the corporation is organized; (4) provisions, not inconsistent with law, which the incorporators elect to …
AS 10.20.153 Provisions considered to be in articles of incorporation by operation of law; option to exclude provision.
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(a) The articles of incorporation of every nonprofit corporation which is a private foundation, as defined in 26 U.S.C. 509 (Internal Revenue Code of 1954), are considered to contain provisions prohibiting the corporation from (1) engaging in an act of self-dealing, as defined in…
AS 10.20.156 Filing of articles of incorporation.
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(a) Duplicate originals of the articles of incorporation shall be delivered to the commissioner. Upon finding that the articles of incorporation conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid, (1) endorse on each duplicate original…
AS 10.20.161 Effect of issuance of certificate of incorporation.
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Upon the issuance of the certificate of incorporation, the corporate existence begins. 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 corporation has been inc…
AS 10.20.166 Organizational meeting of directors; first meeting of members.
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Article 3. Amendment. (a) After the issuance of the certificate of incorporation, an organizational meeting of the board of directors named in the articles of incorporation shall be held at a designated place, by remote communication, or at a designated place and by remote commun…
AS 10.20.171 Right to amend articles of incorporation.
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[Repealed or reserved.]
AS 10.20.176 Procedure to amend articles of incorporation.
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(a) Amendments to the articles of incorporation shall be made in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed amendment and directing that it be submitted to a vote at a mee…
AS 10.20.181 Articles of amendment.
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The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president, and its secretary or an assistant secretary, and must set out (1) the name of the corporation; (2) the amendment adopted; (3) if there are members entitled to vote on…
AS 10.20.186 Filing of articles of amendment.
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(a) Duplicate originals of the articles of amendment shall be delivered to the commissioner. Upon finding that the articles of amendment conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate original the wor…
AS 10.20.191 Effect of certificate of amendment.
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(a) Upon the issuance of the certificate of amendment by the commissioner, the amendment becomes effective and the articles of incorporation are considered amended accordingly. (b) An amendment does not affect an existing cause of action in favor of or against the corporation, or…
AS 10.20.196 Restated articles of incorporation.
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(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed restated articles of …
AS 10.20.201 Execution of restated articles of incorporation.
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Upon approval, the restated articles of incorporation shall be executed in duplicate by the corporation by its president or a vice-president and by its secretary or assistant secretary.
AS 10.20.206 Contents of restated articles of incorporation.
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The restated articles of incorporation must set out (1) the name of the corporation; (2) the period of its duration; (3) the purpose or purposes which the corporation is authorized to pursue; (4) other provisions, not inconsistent with law, which are set out in the articles of in…
AS 10.20.211 Filing of restated articles of incorporation with commissioner.
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Article 4. Merger, Consolidation, and Disposition of Assets. (a) Duplicate originals of the restated articles of incorporation shall be delivered to the commissioner. Upon finding that the restated articles of incorporation conform to law, the commissioner shall, when all fees pr…
AS 10.20.216 Merger.
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Two or more domestic nonprofit corporations may merge into one of the two or more corporations under a plan of merger approved in the manner provided in this chapter.
AS 10.20.221 Procedure for merger.
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The board of directors of each corporation shall, by resolution, approve a plan of merger setting out (1) the names of the corporations proposing to merge and the name of the corporation into which they propose to merge, which is hereafter referred to as the surviving corporation…
AS 10.20.226 Consolidation.
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Two or more domestic corporations may consolidate into a new corporation under a plan of consolidation approved in the manner provided in this chapter.
AS 10.20.231 Procedure for consolidation.
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The board of directors of each corporation shall, by a resolution, approve a plan of consolidation setting out (1) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereafter referred to as…
AS 10.20.236 Adoption of plan of merger or consolidation.
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(a) A plan of merger or consolidation shall be adopted in the manner set out in this section. (b) If the members of a merging or consolidating corporation are entitled to vote, the board of directors of the corporation shall adopt a resolution approving the proposed plan and dire…
AS 10.20.241 Abandonment of plan of merger or consolidation.
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After approval by a vote of the members, or in the case of a corporation with no members or no members entitled to vote, after approval by its board of directors, of each corporation, and before the filing of the articles of merger or consolidation, the merger or consolidation ma…
AS 10.20.246 Execution of articles of merger or consolidation.
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Upon approval of the plan of merger or consolidation, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice-president and its secretary or an assistant secretary.
AS 10.20.251 Contents of articles of merger or consolidation.
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The articles of merger or consolidation must set out (1) the plan of merger or the plan of consolidation; (2) if the members of any merging or consolidating corporation are entitled to vote, as to each such corporation (A) a statement setting out the date of the meeting of member…
AS 10.20.256 Filing of articles of merger or consolidation with commissioner.
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(a) Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner. Upon finding that the articles conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate ori…
AS 10.20.261 Effective date and effect of merger or consolidation.
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(a) Upon the issuance of the certificate of merger or the certificate of consolidation, the merger or consolidation becomes effective. (b) Merger or consolidation has the following effect: (1) the merging or consolidating corporations are a single corporation, which, in the case …
AS 10.20.266 Merger or consolidation of domestic and foreign corporations.
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One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided in AS 10.20.271 and 10.20.275 if the merger or consolidation is permitted by the laws of the state under which each foreign corporation is organized.
AS 10.20.271 Law applicable when domestic and foreign corporations merge or consolidate.
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(a) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized. (b) I…
AS 10.20.275 Effect of merger or consolidation of foreign and domestic corporations.
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If the surviving or new corporation is to be governed by the law of this state, the effect of the merger or consolidation is the same as the merger or consolidation of domestic corporations. If the surviving or new corporation is to be governed by the laws of another state, the e…
AS 10.20.280 Sale, lease, exchange, mortgage, or other disposition of assets.
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(a) A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or pe…
AS 10.20.285 Other transactions.
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Article 5. Dissolution. Under AS 10.55 (Alaska Entity Transactions Act), a corporation may enter into mergers, interest exchanges, conversions, and domestications that are not covered by AS 10.20.216 — 10.20.280.
AS 10.20.290 Voluntary dissolution.
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(a) A corporation may dissolve and wind up its affairs in the manner set out in (b) and (c) of this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question …
AS 10.20.295 Distribution of assets.
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The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) assets held by the corporation upon condit…
AS 10.20.300 Plan of distribution.
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(a) A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing a transfer or conveyance of assets for whi…
AS 10.20.305 Revocation of voluntary dissolution proceedings.
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(a) A corporation may, at any time before the issuance of a certificate of dissolution by the commissioner, revoke the action taken to dissolve the corporation, in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a …
AS 10.20.310 Articles of dissolution.
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If voluntary dissolution proceedings have not been revoked, then, after all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made for payment, and all of the remaining property and assets of the corporation transferred, c…
AS 10.20.315 Filing of articles of dissolution.
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(a) Duplicate originals of the articles of dissolution shall be delivered to the commissioner. Upon finding that the articles of dissolution conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid: (1) endorse on each of the duplicate origi…
AS 10.20.320 Effect of certificate of dissolution.
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Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.
AS 10.20.325 Grounds for involuntary dissolution.
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A corporation may be dissolved involuntarily by the commissioner when it is established that (1) the corporation has failed to file its biennial report within the time required by this chapter; (2) the corporation procured its articles of incorporation through fraud; (3) the corp…
AS 10.20.330 Notification to attorney general. [Repealed, § 35 ch 170 SLA 1976.]
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[Repealed or reserved.]
AS 10.20.335 Notice to corporation.
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When the commissioner determines that a corporation has given any cause for involuntary dissolution, the commissioner shall mail to the corporation a notice, setting out the grounds for involuntary dissolution, 60 days before a certificate of dissolution is issued. The commission…