SB 279: "An Act relating to the redemption of shares of certain Alaska corporations."
00SENATE BILL NO. 279 01 "An Act relating to the redemption of shares of certain Alaska corporations." 02 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 03 * Section 1. AS 10.06.308 is amended to read: 04 Sec. 10.06.308. Issuance of preferred or special classes of shares. If 05 authorized by the articles of incorporation, a corporation may issue preferred or special 06 classes of shares 07 (1) subject to [THE RIGHT OF THE CORPORATION TO REDEEM 08 ANY OF THE SHARES AT THE PRICE FIXED BY THE ARTICLES FOR] 09 redemption as provided under AS 10.06.325 ; 10 (2) entitling the holders to cumulative, noncumulative, or partially 11 cumulative dividends; 12 (3) having preferences over another class or classes of shares for the 13 payment of dividends; 14 (4) having preference in the assets of the corporation over another class
01 of shares upon the voluntary or involuntary liquidation of the corporation; 02 (5) convertible into shares of another class or into shares of a series of 03 the same or another class, except a class having prior or superior rights and 04 preferences as to dividends or distribution of assets upon liquidation. 05 * Sec. 2. AS 10.06.325(a) is repealed and reenacted to read: 06 (a) A corporation may provide in the articles of incorporation for one or more 07 classes or series of 08 (1) common shares that are redeemable, in whole or in part, 09 (A) at the option of the corporation; or 10 (B) to the extent and upon the happening of one or more 11 specified events; 12 (2) preferred shares that are redeemable, in whole or in part, 13 (A) at the option of the corporation; 14 (B) to the extent and upon the happening of one or more 15 specified events; 16 (C) at the option of the holder; or 17 (D) upon the vote of at least a majority of the outstanding 18 shares of the class or series to be redeemed. 19 * Sec. 3. AS 10.06.325(b) is amended to read: 20 (b) Notwithstanding the other provisions of this section, [A 21 CORPORATION MAY NOT ISSUE REDEEMABLE OR OTHER SHARES THAT 22 PURPORT BY THEIR TERMS TO GRANT TO A HOLDER OF THE SHARES THE 23 RIGHT TO COMPEL THE CORPORATION TO REDEEM THE SHARES, EXCEPT 24 THAT] an open-end investment company registered under the United States Investment 25 Company Act of 1940 may, if its articles of incorporation so provide, issue shares that 26 are redeemable at the option of the holder at a price approximately equal to the shares' 27 proportionate interest in the net assets of the corporation , and a shareholder may 28 compel redemption of the shares in accordance with their terms. 29 * Sec. 4. AS 10.06.325 is amended by adding new subsections to read: 30 (d) Except as provided by AS 10.06.385, a redemption of shares shall be made 31 at the price, within the time, and upon the terms and conditions stated in the articles.
01 When the articles permit a partial redemption of a class or series of shares, the articles 02 must prescribe the method of selecting the shares to be redeemed. The method of 03 selection may be 04 (1) pro rata; 05 (2) by lot; 06 (3) at the discretion of, or in a manner approved by, the board; or 07 (4) upon other terms and conditions stated in the articles. 08 (e) Notwithstanding the provisions of AS 10.06.375, a corporation may not 09 issue redeemable shares unless the shares are redeemable as provided in this section.