CSSB 64(TRA): "An Act relating to the dissolution of the Alaska Railroad Corporation and providing for a successor corporation; and providing for an effective date."
00CS FOR SENATE BILL NO. 64(TRA) 01 "An Act relating to the dissolution of the Alaska Railroad Corporation and 02 providing for a successor corporation; and providing for an effective date." 03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 04 * Section 1. FORMATION OF SUCCESSOR CORPORATION. (a) Within one year 05 from the effective date of this section, the board of directors of the Alaska Railroad 06 Corporation shall form a successor corporation under AS 10.06, subject to the provisions of 07 this Act, to own, operate, and manage the Alaska Railroad and to assume sole responsibility 08 for assets and liabilities of the Alaska Railroad Corporation. 09 (b) The successor corporation is a private corporation and is not a state agency, public 10 corporation, or other state entity. 11 (c) The board of directors of the Alaska Railroad Corporation shall serve as the board 12 of directors for the successor corporation until a new board is elected by the shareholders. 13 (d) The board of directors of the Alaska Railroad Corporation shall transfer the assets 14 and liabilities of the Alaska Railroad Corporation to the successor corporation.
01 (e) The board of directors of the Alaska Railroad Corporation shall assign to the 02 successor corporation all contracts, including collective bargaining agreements and agreements 03 with connecting carriers, shippers, or other persons concerning services, operation, property, 04 and facilities of the Alaska Railroad Corporation, entered into by the Alaska Railroad 05 Corporation and in effect on the date of the transfer of assets and liabilities to the successor 06 corporation, unless the contract does not allow assignment of the contract. 07 (f) Notwithstanding AS 42.40.300, the Alaska Railroad Corporation shall pay the costs 08 incurred for the formation and operation of the successor corporation before the effective date 09 of sec. 4 of this Act. 10 * Sec. 2. ISSUANCE AND DISTRIBUTION OF STOCK; ORIGINAL BOARD OF 11 DIRECTORS. (a) Upon formation of the successor corporation under sec. 1 of this Act, the 12 board of directors of the Alaska Railroad Corporation shall immediately issue shares of voting 13 stock in the successor corporation to the state. The stock shall represent the value of the 14 assets and liabilities of the Alaska Railroad Corporation at the time of transfer to the successor 15 corporation under this Act. 16 (b) At the time of issuing stock under this section, the board of directors shall notify 17 the governor of the time and place of the first stockholders' meeting. The meeting shall be 18 held within 90 days after the stock is issued. 19 (c) At the first stockholders' meeting, the governor shall, subject to sec. 3(b) of this 20 Act, elect seven individuals to serve as the new board of directors of the successor 21 corporation, and the board of directors of the Alaska Railroad Corporation shall resign as 22 directors of the successor corporation. 23 * Sec. 3. MANAGEMENT OF SUCCESSOR CORPORATION. (a) The governor shall 24 vote the shares of stock in the successor corporation that are held by the state. 25 (b) If the state is the majority shareholder in the successor corporation, the governor 26 shall elect to the board of directors one person who has at least 10 years of experience in the 27 management of railroads in the United States; one person who is a resident, an employee of 28 the corporation, and a member of a bargaining unit representing employees of the corporation; 29 and five persons who are residents and have broad experience and demonstrated competence 30 in business management, finance, or law. 31 (c) The powers of the successor corporation are vested in the board of directors.
01 (d) By February 1, 1996, the board of directors of the successor corporation shall 02 prepare and submit to the legislature a report on the feasibility and advisability of placing the 03 state-owned shares of stock in the corporation with a trustee for the purpose of voting the 04 shares of stock to maximize profits of the corporation and for the purpose of disposing of the 05 shares of stock to private ownership. 06 * Sec. 4. TRANSFER OF ASSETS AND LIABILITIES. The assets and liabilities of the 07 Alaska Railroad Corporation are transferred to the successor corporation. 08 * Sec. 5. DIVIDENDS. If, on the final day of the fiscal year of the successor corporation, 09 the state, including agencies and public corporations of the state, owns more than 50 percent 10 of the shares issued under this Act, the successor corporation shall pay dividends to all 11 stockholders of record on the last day of the fiscal year. Dividends shall be paid within six 12 months from the end of the fiscal year. The total amount paid as dividends under this section 13 must equal or exceed 30 percent of the net earnings of the successor corporation for the fiscal 14 year. 15 * Sec. 6. SALE OF SHARES HELD BY THE STATE. (a) The governor shall adopt 16 regulations under AS 44.62 (Administrative Procedure Act) governing the sale of state-owned 17 shares of stock in the successor corporation. Unless otherwise provided by the legislature by 18 law, the governor shall evaluate proposals to dispose of state-owned shares of stock in the 19 successor corporation to determine whether the disposal of the shares may hinder the ability 20 of the successor corporation to continue operation of the Alaska Railroad, whether the state 21 can recover the amount of funds it had expended in connection with the Alaska Railroad and 22 the Alaska Railroad Corporation, and whether the disposal of the shares is in the best interest 23 of the state. 24 (b) The governor, or legislature by appropriation, may dispose of state-owned shares 25 of stock in the successor corporation, if the disposal is in the best interest of the state. 26 * Sec. 7. THE ALASKA RAILROAD, INC. The name "The Alaska Railroad, Inc." is 27 reserved to the exclusive use of the successor corporation formed under sec. 1 of this Act. 28 * Sec. 8. AS 09.25.115(g) is amended to read: 29 (g) Each public agency shall establish the fees for the electronic services and 30 products provided under this section. The Telecommunications Information Council 31 may cancel the fees established by a public agency in the executive branch, except the
01 fees of the University of Alaska [AND THE ALASKA RAILROAD 02 CORPORATION], if the council determines that the fees are unreasonably high. 03 * Sec. 9. AS 09.25.115(i) is amended to read: 04 (i) A public agency other than a municipality [OR THE ALASKA 05 RAILROAD CORPORATION] shall separately account for the fees received by the 06 agency under this section and deposited in the general fund. The annual estimated 07 balance in the account may be used by the legislature to make appropriations to the 08 agency to carry out the activities of the agency. 09 * Sec. 10. AS 09.25.123(a) is amended to read: 10 (a) The Telecommunications Information Council shall supervise and adopt 11 regulations for the operation and implementation of AS 09.25.110 - 09.25.140 by 12 public agencies in the executive branch [, EXCEPT THE ALASKA RAILROAD 13 CORPORATION]. 14 * Sec. 11. AS 09.25.220(2) is amended to read: 15 (2) "public agency" means a political subdivision, department, 16 institution, board, commission, division, authority, public corporation, council, 17 committee, or other instrumentality of the state or a municipality; "public agency" 18 includes the University of Alaska [AND THE ALASKA RAILROAD 19 CORPORATION]; 20 * Sec. 12. AS 23.05.360(f) is amended to read: 21 (f) For purposes of holding hearings, the members of the board sit in panels 22 of three members. The chair designates the panel that will consider a matter. Each 23 panel must include a representative of management, a representative of labor, and a 24 representative from the general public. A member of one panel may serve on the other 25 panel when the chair considers it necessary for the prompt administration of 26 AS 23.40.070 - 23.40.260 (Public Employment Relations Act) [OR AS 42.40 27 (ALASKA RAILROAD CORPORATION ACT)]. 28 * Sec. 13. AS 23.05.380 is amended to read: 29 Sec. 23.05.380. REGULATIONS. The agency shall adopt regulations under 30 AS 44.62( [THE] Administrative Procedure Act) [(AS 44.62)] to carry out labor 31 relations functions under AS 23.05.360 - 23.05.390 and [,] AS 23.40.070 - 23.40.260
01 [, AND AS 42.40.730 - 42.40.890]. 02 * Sec. 14. AS 23.10.430(c)(2) is amended to read: 03 (2) "employer" means a person who employs one or more other persons 04 and includes the state, the University of Alaska [, THE ALASKA RAILROAD,] and 05 political subdivisions of the state. 06 * Sec. 15. AS 23.10.440(e) is amended to read: 07 (e) In this section, "employer" means an employer that employs 15 or more 08 employees at one time and includes the state, the University of Alaska, [THE 09 ALASKA RAILROAD CORPORATION,] and political subdivisions of the state. 10 * Sec. 16. AS 23.10.550(7) is amended to read: 11 (7) "state" includes the University of Alaska [, THE ALASKA 12 RAILROAD,] and the executive, legislative, and judicial branches of state government 13 including public and quasi-public corporations and authorities established by law. 14 * Sec. 17. AS 36.10.180(a) is amended to read: 15 (a) The preferences established in AS 36.10.150 - 36.10.175 apply to work 16 performed 17 (1) under a contract for construction, repair, preliminary surveys, 18 engineering studies, consulting, maintenance work, or any other retention of services 19 necessary to complete a given project that is let by the state or an agency of the state, 20 a department, office, state board, commission, public corporation, or other 21 organizational unit of or created under the executive, legislative, or judicial branch of 22 state government, including the University of Alaska [AND THE ALASKA 23 RAILROAD CORPORATION], or by a political subdivision of the state including a 24 regional school board with respect to an educational facility under AS 14.11.020; 25 (2) on a public works project under a grant to a municipality under 26 AS 37.05.315 or AS 37.06.010; 27 (3) on a public works project under a grant to a named recipient under 28 AS 37.05.316; 29 (4) on a public works project under a grant to an unincorporated 30 community under AS 37.05.317 or AS 37.06.020; and 31 (5) on any other public works project or construction project that is
01 funded in whole or in part by state money. 02 * Sec. 18. AS 36.30.015(e) is amended to read: 03 (e) The [BOARD OF DIRECTORS OF THE ALASKA RAILROAD 04 CORPORATION AND THE] board of directors of the Alaska Aerospace Development 05 Corporation shall adopt procedures to govern the procurement of supplies, services, 06 professional services, and construction. The procedures must be substantially 07 equivalent to the procedures prescribed in this chapter and in regulations adopted under 08 this chapter. 09 * Sec. 19. AS 36.30.050(c) is amended to read: 10 (c) The lists may be used by the chief procurement officer or an agency when 11 issuing invitations to bid or requests for proposals under this chapter. The lists may 12 be used by the legislative council and [,] the court system [, AND THE ALASKA 13 RAILROAD CORPORATION]. 14 * Sec. 20. AS 37.05.146(4)(E) is amended to read: 15 (E) funds managed by the Alaska Housing Finance Corporation 16 (AS 18.56.020), [THE ALASKA RAILROAD CORPORATION 17 (AS 42.40.010),] the Municipal Bond Bank Authority (AS 44.85.020), the 18 Alaska Aerospace Development Corporation (AS 14.40.821), or the Alaska 19 Industrial Development and Export Authority (AS 44.88.020); 20 * Sec. 21. AS 39.52.960(2) is amended to read: 21 (2) "agency" means a department, office of the governor, or entity in 22 the executive branch, including [BUT NOT LIMITED TO] the University of Alaska, 23 public or quasi-public corporations, and boards or commissions [, BUT EXCLUDING 24 THE ALASKA RAILROAD CORPORATION]; 25 * Sec. 22. AS 39.52.960(4) is amended to read: 26 (4) "board or commission" means a board, commission, authority, or 27 board of directors of a public or quasi-public corporation, established by statute in the 28 executive branch [, BUT EXCLUDING THE ALASKA RAILROAD]; 29 * Sec. 23. AS 39.52.960(12) is amended to read: 30 (12) "instrumentality of the state" means a state agency or 31 administrative unit, whether in the legislative, judicial, or executive branch, including
01 such entities as the University of Alaska [, THE ALASKA RAILROAD,] and any 02 public or quasi-public corporations, boards, or commissions; the term includes 03 municipalities; 04 * Sec. 24. AS 39.90.140(4) is amended to read: 05 (4) "public body" includes an officer or agency of 06 (A) the federal government; 07 (B) the state; 08 (C) a political subdivision of the state including 09 (i) a municipality; 10 (ii) a school district; and 11 (iii) a rural educational attendance area; 12 (D) a public or quasi-public corporation or authority established 13 by state law [INCLUDING THE ALASKA RAILROAD CORPORATION]; 14 and 15 (E) the University of Alaska. 16 * Sec. 25. AS 44.12.200(b) is amended to read: 17 (b) In this section, "state agency" means a department, institution, board, 18 commission, division, authority, public corporation, committee, or other administrative 19 unit of the executive branch of state government, including the University of Alaska 20 [, THE ALASKA RAILROAD CORPORATION,] and the Alaska Aerospace 21 Development Corporation. 22 * Sec. 26. AS 44.19.519(2) is amended to read: 23 (2) "state agencies" means all departments, divisions, and offices in the 24 executive and legislative branches of state government and the University of Alaska; 25 it does not mean [THE ALASKA RAILROAD CORPORATION OR] an agency of the 26 judicial branch of government. 27 * Sec. 27. AS 44.99.020 is amended to read: 28 Sec. 44.99.020. USE OF PAPER. A state agency shall use both sides of paper 29 when feasible. In this section, "state agency" means a department, institution, board, 30 commission, division, authority, public corporation, or other administrative unit of the 31 executive, legislative, or judicial branch of state government, including the University
01 of Alaska [, THE ALASKA RAILROAD CORPORATION,] and legislative 02 committees. 03 * Sec. 28. AS 44.99.240(2) is amended to read: 04 (2) "state agency" means 05 (A) a department, institution, board, commission, division, 06 authority, public corporation, or other administrative unit of the executive 07 branch, including the University of Alaska [AND THE ALASKA RAILROAD 08 CORPORATION]; 09 (B) a committee, division, or administrative unit of the 10 legislative branch, including the Alaska Legislative Council, the leadership of 11 each house, and the office of the ombudsman; 12 (C) an administrative unit of the judicial branch, including the 13 Alaska Judicial Council and the Commission on Judicial Conduct. 14 * Sec. 29. AS 44.99.400 is amended to read: 15 Sec. 44.99.400. COPYRIGHTS. A state agency may hold the copyright for 16 software created by the agency or developed by a private contractor for an agency, and 17 may enforce its rights to protect the copyright. In this section, "state agency" means 18 a department, institution, board, commission, division, authority, public corporation, 19 committee, or other administrative unit of the executive, judicial, or legislative branch 20 of state government, including the University of Alaska and [,] the Alaska Aerospace 21 Development Corporation [, AND THE ALASKA RAILROAD CORPORATION]. 22 * Sec. 30. AS 46.14.990(18) is amended to read: 23 (18) "person" has the meaning given in AS 01.10.060 and also includes 24 an agency of the United States, a municipality, the University of Alaska, [THE 25 ALASKA RAILROAD CORPORATION,] and other departments, agencies, 26 instrumentalities, units, and corporate authorities of the state; 27 * Sec. 31. AS 46.17.900(7) is amended to read: 28 (7) "person" has the meaning given in AS 01.10.060, and includes the 29 state and political subdivisions of the state, including [THE ALASKA RAILROAD 30 CORPORATION AND] the University of Alaska; 31 * Sec. 32. AS 09.25.110(g); AS 23.05.370(a)(6); AS 36.30.990(1)(B)(ii); AS 42.40;
01 AS 44.33.124(12); and AS 44.99.350(3)(B) are repealed. 02 * Sec. 33. Sections 1 - 3, and 7 of this Act take effect July 1, 1995. 03 * Sec. 34. Sections 4 - 6, and 8 - 32 of this Act take effect 30 days after the election of 04 the board of directors of the successor corporation under sec. 2 of this Act. The governor 05 shall notify the revisor of statutes of the date the directors are elected.