Enrolled SB 24: Relating to holding corporate meetings by remote communication; allowing voting by remote communication at corporate meetings; making shareholder lists available electronically; relating to for-profit and nonprofit corporations; relating to business and industrial development corporations; relating to Native corporations; relating to the Alaska Banking Code; and providing for an effective date.
00Enrolled SB 24 01 Relating to holding corporate meetings by remote communication; allowing voting by remote 02 communication at corporate meetings; making shareholder lists available electronically; 03 relating to for-profit and nonprofit corporations; relating to business and industrial 04 development corporations; relating to Native corporations; relating to the Alaska Banking 05 Code; and providing for an effective date. 06 _______________ 07 * Section 1. AS 10.06.223 is amended to read: 08 Sec. 10.06.223. Organizational meeting. After the commencement of 09 corporate existence by the issuance of a certificate of incorporation, an organizational 10 meeting of either the incorporators or the board of directors named in the articles of 11 incorporation shall be held [, EITHER INSIDE OR OUTSIDE THE STATE,] at the 12 call of a majority of the incorporators or directors named in the articles of 13 incorporation [,] for the purpose of adopting bylaws, electing directors if none have 14 been named in the articles, electing officers, and transacting such other business as
01 may come before the meeting. The organizational meeting may be held at a 02 designated place, by remote communication, or at a designated place and by 03 remote communication. The designated place may be inside or outside the state. 04 Those calling the meeting shall give at least 20 days' [DAYS] notice of the meeting 05 by mail to each incorporator or director named. The notice shall state the time and 06 place, if the meeting is to be held at a designated place, of the meeting, and 07 whether the meeting will also be held by remote communication. 08 * Sec. 2. AS 10.06.230(e) is amended to read: 09 (e) The bylaws may contain any provision, not in conflict with law or the 10 articles of incorporation, for the management of the business of the corporation and 11 for the conduct of the affairs of the corporation, including [BUT NOT LIMITED TO,] 12 (1) a provision referred to in AS 10.06.210(2), (3), or (4); 13 (2) the time, for meetings held at a designated place, the place, and 14 the manner, including by remote communication, of calling, conducting, and giving 15 notice of meetings of shareholders, directors, and committees; 16 (3) the manner of execution, revocation, and use of proxies; 17 (4) the qualifications, duties, and compensation of directors; the time 18 of their annual election; and the requirements of a quorum for directors' and 19 committee meetings; 20 (5) the appointment and authority of committees of the board; 21 (6) the appointment, duties, compensation, and tenure of officers; 22 (7) the mode of determination of holders of record of the shares of the 23 corporation; 24 (8) the making of annual reports and financial statements to the 25 shareholders. 26 * Sec. 3. AS 10.06.405(a) is amended to read: 27 (a) Meetings of shareholders shall be held at a place inside or outside the 28 [THIS] state, by remote communication, or at a place inside or outside the state 29 and by remote communication, as provided in the bylaws. In the absence of a 30 provision in the bylaws, meetings shall be held at the direction of the board or at the 31 registered office of the corporation.
01 * Sec. 4. AS 10.06.405(b) is amended to read: 02 (b) An annual meeting of the shareholders shall be held at the time as provided 03 in the bylaws or, if the bylaws do not set a time, at a time determined by the 04 board. If the annual meeting is not held within any 13-month period, the superior 05 court may on the application of a shareholder summarily order a meeting to be held. 06 * Sec. 5. AS 10.06.410(a) is amended to read: 07 (a) Written or printed notice stating the place, if the meeting will be held at a 08 designated place, the manner, including holding the meeting by remote 09 communication, the day, and the hour of the meeting, and, in the case of a special 10 meeting, the purpose for which the meeting is called, shall be delivered not less than 11 20 or more than 60 days before the date of the meeting, either personally, by mail, or 12 by electronic transmission under (b) of this section, by or at the direction of the 13 president, the secretary, the officer, or persons calling the meeting, to each shareholder 14 of record entitled to vote at the meeting. If mailed, the notice is considered delivered 15 when deposited with postage prepaid in the United States mail addressed to the 16 shareholder at the address of the shareholder as it appears on the stock transfer books 17 of the corporation, or, if the shareholder has filed with the secretary of the corporation 18 a written request that notice be mailed to a different address, addressed to the 19 shareholder at the new address. An affidavit of the secretary or other person giving the 20 notice or of a transfer agent of the corporation that the notice required by this section 21 has been given is prima facie evidence of the facts stated in the affidavit. If 22 attendance of the meeting by remote communication is permitted, the notice must 23 state the method of remote communication by which a shareholder or a proxy 24 holder is considered present in person at the meeting and by which the 25 shareholder or proxy holder may vote. 26 * Sec. 6. AS 10.06.413(a) is amended to read: 27 (a) At least 20 days before each meeting of shareholders, the officer or agent 28 having charge of the stock transfer books for shares of a corporation shall make a list 29 of the shareholders entitled to vote at the meeting or an adjournment of the meeting 30 arranged in alphabetical order, with the address of and the number of shares held by 31 each shareholder. The list shall be kept on file at the registered office of the
01 corporation and is subject to inspection by a shareholder or the agent or attorney of a 02 shareholder at any time during usual business hours for a period of 20 days before the 03 meeting. The list shall also be produced and kept open at the time and place of the 04 meeting and [SHALL BE] subject to the inspection of a shareholder during the 05 meeting, or the list shall be kept available for the meeting on a reasonably 06 accessible electronic network where the information required to gain access to 07 the list is provided with the notice of the meeting. If the corporation makes the 08 list available on an electronic network, the corporation may take reasonable steps 09 to ensure that the information is available only to shareholders of the 10 corporation. The original stock transfer books are prima facie evidence as to the 11 shareholders who are entitled to examine the list or transfer books or to vote at a 12 meeting of shareholders. 13 * Sec. 7. AS 10.06.415(a) is amended to read: 14 (a) Unless otherwise provided in the articles of incorporation, a majority of the 15 shares entitled to vote, represented in person, by remote communication, or by 16 proxy, constitutes a quorum at a meeting of shareholders, but in no event may a 17 quorum consist of less than one-third of the shares entitled to vote at the meeting. If a 18 quorum is present, the affirmative vote of the majority of shares represented at the 19 meeting and entitled to vote on the subject matter is the act of the shareholders, unless 20 the vote of a greater number or voting by classes is required by this chapter, the 21 articles of incorporation, or the bylaws. 22 * Sec. 8. AS 10.06.418(b) is amended to read: 23 (b) A proxy is not valid after the expiration of 11 months from the date of the 24 proxy unless it qualifies as an irrevocable proxy under (e) of this section. A proxy 25 continues in full force and effect until revoked by the person executing it, except as 26 provided in this section. A person may revoke a proxy by a writing delivered to the 27 corporation stating that the proxy is revoked, by a subsequent proxy executed by the 28 person executing the prior proxy and delivered to the corporation, or by attendance at 29 the meeting and voting in person, or by remote communication, by the person 30 executing the proxy. The dates contained on the forms of proxy presumptively 31 determine the order of execution, regardless of the postmark dates on the envelopes in
01 which the proxies are mailed. 02 * Sec. 9. AS 10.06.420(c) is amended to read: 03 (c) A shareholder may vote in person, by remote communication, by proxy 04 executed in writing by the shareholder or by the authorized attorney-in-fact of the 05 shareholder, or by proxy executed by electronic transmission by the shareholder or by 06 the authorized attorney-in-fact of the shareholder. A proxy executed by electronic 07 transmission must 08 (1) be directed to the person who will be the holder of the proxy or to a 09 proxy solicitation firm, proxy support service organization, or similar agent that is 10 authorized by the person who will be the holder of the proxy to receive the 11 transmission; and 12 (2) include information that demonstrates that the shareholder 13 authorized the transmission. 14 * Sec. 10. AS 10.06.420(d) is amended to read: 15 (d) Unless the articles of incorporation provide otherwise, at an election for 16 directors, each shareholder entitled to vote at the election may vote, in person, by 17 remote communication, or by proxy, the number of shares owned by the shareholder 18 for as many persons as there are directors to be elected and for whose election the 19 shareholder has a right to vote, or to cumulate votes by giving one candidate votes 20 equal to the number of directors multiplied by the number of shares of the shareholder, 21 or by distributing votes on the same principle among any number of candidates. The 22 rights created by this subsection may not be limited by amendment to the articles 23 when the votes cast against the amendment would be sufficient to elect one director if 24 voted cumulatively at an election of the entire board. 25 * Sec. 11. AS 10.06.420(f) is amended to read: 26 (f) Shares held by an administrator, executor, guardian, or conservator may be 27 voted by that person, [EITHER] in person, by remote communication, or by proxy, 28 without a transfer of the shares into the name of that person. Shares standing in the 29 name of a trustee may be voted by the trustee, [EITHER] in person, by remote 30 communication, or by proxy, but a trustee is not entitled to vote shares held by the 31 trustee without a transfer of the shares into the name of the trustee.
01 * Sec. 12. AS 10.06.420(j) is amended to read: 02 (j) If a corporation adopts rules to provide for voting by proxy executed by 03 electronic transmission or by a ballot cast by electronic transmission, the rules must 04 provide that all legally qualified proxies and ballots cast by electronic transmission 05 may be voted in the same manner as the corporation's proxy or ballot. 06 * Sec. 13. AS 10.06.420 is amended by adding a new subsection to read: 07 (k) The board may permit shareholders and shareholders' proxy holders to 08 participate in meetings of the shareholders by remote communication using one or 09 more methods of remote communication, whether the meetings are held at a 10 designated place, by remote communication, or at a designated place and by remote 11 communication. The board may adopt guidelines and procedures that apply to 12 participation in shareholder meetings by remote communication and that the board 13 considers appropriate. The board may limit participation to specified locations or 14 means of communication. A shareholder participating in a meeting by remote 15 communication permitted by the board is considered to be present in person at the 16 meeting. 17 * Sec. 14. AS 10.06.470(a) is amended to read: 18 (a) A regular or special meeting of the board or a committee of the board may 19 be called by the chair [CHAIRMAN] of the board, the president, a vice-president, the 20 secretary, or a director and may be held at any place designated under the bylaws 21 inside or outside the [THIS] state, by remote communication, or at a designated 22 place inside or outside the state and by remote communication. A member of the 23 board or of a committee of the board participating in a meeting by remote 24 communication is considered to be present in person at the meeting for the 25 purposes of reaching a quorum under AS 10.06.473 and for voting at the meeting. 26 * Sec. 15. AS 10.06.960(n) is amended to read: 27 (n) Notwithstanding AS 10.06.504(d), an amendment to the articles of 28 incorporation of a corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native 29 Claims Settlement Act) and incorporated under former AS 10.05.005 to add a 30 provision eliminating or limiting the personal liability of a director to the corporation 31 or its stockholders for monetary damages under AS 10.06.210(1)(M) may be adopted
01 by the affirmative vote of a majority of the shares represented at the regular or special 02 meeting at which a quorum is present in person, [OR] by proxy, or by remote 03 communication. 04 * Sec. 16. AS 10.06.960(o) is amended to read: 05 (o) Notwithstanding AS 10.06.455(b) and 10.06.504(d), an amendment to the 06 articles of incorporation of a village corporation organized under 43 U.S.C. 1601 et 07 seq. (Alaska Native Claims Settlement Act) and incorporated under former 08 AS 10.05.005 to add a provision authorizing the classification of directors under 09 AS 10.06.455 may be adopted by the affirmative vote of a majority of the shares 10 represented at a regular or special meeting at which a quorum is present in person, 11 [OR] by proxy, or by remote communication. 12 * Sec. 17. AS 10.06.960(p) is amended to read: 13 (p) Notwithstanding AS 10.06.504(d), a Native corporation incorporated 14 under former AS 10.05 before July 1, 1989, may amend its articles under this 15 subsection to reduce the quorum necessary to hold a meeting of shareholders to one- 16 third of the outstanding shares entitled to vote at a meeting, represented in person, by 17 remote communication, or by proxy. An amendment under this subsection is 18 approved if it receives an affirmative vote of two-thirds of the shares represented in 19 person, by remote communication, or by proxy at an annual meeting. The Native 20 corporation may not use the reduced quorum established under this subsection to 21 adopt other amendments of the articles or to adopt resolutions to which 43 U.S.C. 22 1629b applies. AS 10.06.504(d) continues to apply to the adoption of other 23 amendments of the articles. 24 * Sec. 18. AS 10.06.990 is amended by adding a new paragraph to read: 25 (51) "remote communication" means communication by means of 26 electronic communication, conference telephone, videoconference, the Internet, 27 electronic transmission, or other means by which persons not physically present in the 28 same location may communicate with and hear each other on a substantially 29 simultaneous basis. 30 * Sec. 19. AS 10.10.100(b) is amended to read: 31 (b) Each stockholder shall have one vote, in person, by remote
01 communication, or by proxy, for each share of capital stock held by that stockholder, 02 and each member shall have one vote, in person, by remote communication, or by 03 proxy, except that a member having a loan limit of more than $1,000 shall have one 04 additional vote, in person, by remote communication, or by proxy, for each 05 additional $1,000 that [WHICH] the member is authorized to have outstanding on 06 loans to the corporation at any one time as determined under AS 10.10.070(a)(3)(B). 07 * Sec. 20. AS 10.10.100 is amended by adding new subsections to read: 08 (c) A proxy may be executed in writing by a stockholder or by the authorized 09 attorney-in-fact of the stockholder, or executed by electronic transmission by the 10 stockholder or by the authorized attorney-in-fact of the stockholder. A proxy executed 11 by electronic transmission must 12 (1) be directed to the person who will be the holder of the proxy or to a 13 proxy solicitation person, including a proxy support service organization or similar 14 agent that is authorized by the person who will be the holder of the proxy to receive 15 the transmission; and 16 (2) include information that demonstrates that the stockholder 17 authorized the transmission. 18 (d) In this section, "electronic transmission" and "remote communication" 19 have the meanings given in AS 10.06.990. 20 * Sec. 21. AS 10.20.066 is amended to read: 21 Sec. 10.20.066. Notice of meetings. Unless otherwise provided in the articles 22 of incorporation or bylaws, written notice stating the manner, place, if the meeting is 23 to be held at a designated place, day, and hour of the meeting, and, in case of a 24 special meeting, the purpose or purposes for which the meeting is called, shall be 25 delivered not less than 10 nor more than 50 days before the date of the meeting, either 26 personally or by mail, by or at the direction of the president, or the secretary, or the 27 officers or persons calling the meeting, to each member entitled to vote at the meeting. 28 If mailed, the notice shall be considered to be delivered when deposited in the United 29 States mail addressed to the member at the member's address as it appears on the 30 records of the corporation, with postage prepaid. 31 * Sec. 22. AS 10.20.071(b) is amended to read:
01 (b) A member entitled to vote may vote in person or, unless the articles of 02 incorporation or the bylaws otherwise provide, may vote by remote communication, 03 by proxy executed in writing by the member or by the attorney-in-fact for the member, 04 or by proxy executed by electronic transmission by the member or by the 05 authorized attorney-in-fact of the member. A proxy is not valid after 11 months 06 from the date of its execution, unless otherwise provided in the proxy. If directors or 07 officers are to be elected by members, the bylaws may provide that the elections may 08 be conducted by mail. 09 * Sec. 23. AS 10.20.071(e) is amended to read: 10 (e) The articles of incorporation or the bylaws may provide the number or 11 percentage of members entitled to vote represented in person, by remote 12 communication, or by proxy, or the number or percentage of votes represented in 13 person, by remote communication, or by proxy, which constitute a quorum at a 14 meeting of members. In the absence of any such provision, members holding one- 15 tenth of the votes entitled to be cast on the matter to be voted on [UPON] represented 16 in person, by remote communication, or by proxy constitute a quorum. A majority of 17 the votes entitled to be cast on a matter to be voted on [UPON] by the members 18 present or represented by proxy at a meeting at which the quorum is present is 19 necessary for adoption unless a greater proportion is required by this chapter, the 20 articles of incorporation or the bylaws. 21 * Sec. 24. AS 10.20.071 is amended by adding new subsections to read: 22 (f) A proxy executed by electronic transmission must 23 (1) be directed to the person who will be the holder of the proxy or to a 24 proxy solicitation person, including a proxy support service organization or similar 25 agent that is authorized by the person who will be the holder of the proxy to receive 26 the transmission; and 27 (2) include information that demonstrates that the stockholder 28 authorized the transmission. 29 (g) In this section, "electronic transmission" has the meaning given in 30 AS 10.06.990. 31 * Sec. 25. AS 10.20.076 is amended to read:
01 Sec. 10.20.076. Quorum of members. Unless otherwise provided in the 02 articles of incorporation or the bylaws, members holding one-tenth of the votes 03 entitled to be cast, represented in person, by remote communication, or by proxy, 04 constitute a quorum at a meeting of members. However, in no event may a quorum 05 consist of less than one-tenth of the votes entitled to vote at a meeting. If a quorum is 06 present, the affirmative vote of a majority of the votes represented at the meeting and 07 entitled to vote on the subject matter is the act of the members, unless the vote of a 08 greater number is required by this chapter or the articles of incorporation or the 09 bylaws. 10 * Sec. 26. AS 10.20.116(a) is amended to read: 11 (a) Regular or special meetings of the board of directors may be held at a 12 designated place, by remote communication, or at a designated place and by 13 remote communication. The designated place may be [EITHER] inside or outside 14 the state. 15 * Sec. 27. AS 10.20.166(a) is amended to read: 16 (a) After the issuance of the certificate of incorporation, an organizational 17 meeting of the board of directors named in the articles of incorporation shall be held at 18 a designated place, by remote communication, or at a designated place and by 19 remote communication [, EITHER INSIDE OR OUTSIDE THE STATE,] at the call 20 of a majority of the incorporators, for the purpose of adopting bylaws, electing 21 officers, and the transaction of other business as may come before the meeting. The 22 designated place may be inside or outside the state. The incorporators calling the 23 meeting shall give at least three days' notice of the meeting by mail to each director 24 named, and the notice must [WHICH SHALL] state the time and place of the 25 meeting. 26 * Sec. 28. AS 10.20.920 is amended by adding a new paragraph to read: 27 (10) "remote communication" has the meaning given in AS 10.06.990. 28 * Sec. 29. The uncodified law of the State of Alaska is amended by adding a new section to 29 read: 30 SAVING CLAUSE. This Act does not affect 31 (1) a court action or court proceeding begun before the effective date of this
01 Act; or 02 (2) a right accrued before the effective date of this Act. 03 * Sec. 30. The uncodified law of the State of Alaska is amended by adding a new section to 04 read: 05 RETROACTIVITY. This Act is retroactive to March 11, 2020. 06 * Sec. 31. This Act takes effect immediately under AS 01.10.070(c). 07