Title 10, Corporations and Associations

(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 …

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, repo…

(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 chapte…

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…

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…

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 …

The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to nonprofit corporations.

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…

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 commissi…

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 provis…

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, whet…

(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 signe…

Persons who assume to act as a corporation without authority are jointly and severally liable for debts and liabilities incurred or arising as a result of that action.

The commissioner has the power and authority reasonably necessary for administering this chapter efficiently and performing the duties imposed by this chapter.

(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 purp…

This chapter applies to commerce with foreign nations and among the several states only as permitted under the Constitution of the United States.

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 pers…

This chapter may be cited as the Alaska Nonprofit Corporation Act.

(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…

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…

(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…

(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…

Five or more persons, including cooperatives, may organize a cooperative.

(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…

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…

(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…

(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…

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…

(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…

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 …

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…

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…

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…

(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…

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 a…

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…

A majority of the board of directors constitutes a quorum.

(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…

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.

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…

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…

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…

(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…

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 …

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 docu…

(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…