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HB 345: "An Act relating to electronic records and signatures, revising certain requirements that signatures be notarized or verified, and providing for electronic records in the state archives; relating to the permanency of records in the state archives; and providing for an effective date."

00HOUSE BILL NO. 345 01 "An Act relating to electronic records and signatures, revising certain requirements 02 that signatures be notarized or verified, and providing for electronic records in 03 the state archives; relating to the permanency of records in the state archives; 04 and providing for an effective date." 05 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 06 * Section 1. AS 01 is amended by adding a new chapter to read: 07 Chapter 15. Electronic Records and Signatures. 08  Sec. 01.15.010. Purposes and construction. This chapter shall be construed 09 consistently with what is commercially reasonable under the circumstances and to 10 effectuate the following purposes: 11 (1) to facilitate government business and private commerce by means 12 of reliable electronic messages, records, and signatures; 13 (2) to minimize the incidence of forged electronic signatures and fraud 14 in electronic commerce;

01 (3) to implement legally uniform standards for state, national, and 02 international telecommunications; 03 (4) to establish, in coordination with multiple states, uniform standards 04 regarding the authentication and reliability of electronic messages, records, and 05 signatures; and 06 (5) to promote the development of electronic government and electronic 07 commerce. 08 Sec. 01.15.015. Electronic records and signatures. (a) A person, including 09 an entity or the state or its political subdivisions, may accept or agree to be bound by 10 an electronic record executed or adopted with an electronic signature. If a person 11 accepts or agrees to be bound by an electronic record executed or adopted with an 12 electronic signature, 13 (1) any legal requirement that mandates a record of that type to be in 14 writing is considered satisfied; 15 (2) any legal requirement that mandates a record be on a specified form 16 is considered satisfied if the electronic record is submitted in the prescribed format; 17 and 18 (3) any legal requirement that requires a signature on the record is 19 considered satisfied. 20 (b) A state agency, including the office of the lieutenant governor, that intends 21 to accept or agree to be bound by an electronic record executed or adopted with an 22 electronic signature shall adopt regulations necessary to interpret and implement this 23 section. 24 (c) If a regulation adopted by a state agency under (b) of this section conflicts 25 with a written record or written signature requirement of another statute, the state 26 agency's regulation controls. 27 Sec. 01.15.900. Definitions. In this chapter, unless the context requires 28 otherwise, 29 (1) "electronic signature" means an electronic or digital method, 30 executed or adopted by a person with the intent to be bound by or to authenticate a 31 record, that is unique to the person using it, is capable of verification, is under the sole

01 control of the person using it, and is linked to data in such a manner that if the data 02 are changed the electronic signature is invalidated; 03 (2) "record" means information that is inscribed on a tangible medium 04 or that is stored in an electronic or other medium and is retrievable in perceivable 05 form; "record" includes both electronic records and printed, typewritten, and tangible 06 records. 07 * Sec. 2. AS 06.05.045(a) is amended to read: 08 (a) Each state bank shall make at least four reports of condition each year to 09 the department on days designated by, and on forms prescribed by, the department. 10 The report shall be signed by a duly authorized officer of the bank, and shall be 11 signed [VERIFIED] by at least three directors who certify under penalty of unsworn 12 falsification under AS 11.56.210 [OATH] that they and each of them have personal 13 knowledge of the facts stated in the report and that the facts are true. The reports shall 14 exhibit in detail and under appropriate heads the resources and liabilities of the bank, 15 and must be received by the department within 30 calendar days after the end of the 16 period covered by the report. 17 * Sec. 3. AS 09.25.120(a) is amended to read: 18 (a) Every person has a right to inspect a public record in the state, including 19 public records in recorders' offices, except 20 (1) records of vital statistics and adoption proceedings, which shall be 21 treated in the manner required by AS 18.50; 22 (2) records pertaining to juveniles unless disclosure is authorized by 23 law; 24 (3) medical and related public health records; 25 (4) records required to be kept confidential by a federal law or 26 regulation or by state law; 27 (5) to the extent the records are required to be kept confidential under 28 20 U.S.C. 1232g and the regulations adopted under 20 U.S.C. 1232g in order to secure 29 or retain federal assistance; 30 (6) records or information compiled for law enforcement purposes, but 31 only to the extent that the production of the law enforcement records or information

01 (A) could reasonably be expected to interfere with enforcement 02 proceedings; 03 (B) would deprive a person of a right to a fair trial or an 04 impartial adjudication; 05 (C) could reasonably be expected to constitute an unwarranted 06 invasion of the personal privacy of a suspect, defendant, victim, or witness; 07 (D) could reasonably be expected to disclose the identity of a 08 confidential source; 09 (E) would disclose confidential techniques and procedures for 10 law enforcement investigations or prosecutions; 11 (F) would disclose guidelines for law enforcement investigations 12 or prosecutions if the disclosure could reasonably be expected to risk 13 circumvention of the law; or 14 (G) could reasonably be expected to endanger the life or 15 physical safety of an individual; 16 (7) names, addresses, and other information identifying a person as a 17 participant in the advance college tuition payment program under AS 14.40.803 - 18 14.40.817 ; 19 (8) records containing information that would disclose or might 20 lead to the disclosure of any component in the process used to execute or adopt 21 an electronic signature if the disclosure would or might cause the electronic 22 signature to cease being under the sole control of the person using it; in this 23 paragraph, "electronic signature" has the meaning given that term in 24 AS 01.15.900 . 25 * Sec. 4. AS 10.06.165 is amended to read: 26 Sec. 10.06.165. Change of registered office or agent. (a) A corporation may 27 change its registered office, agent, or both, by filing with the department a 28 [VERIFIED] statement signed by the president or vice-president , including 29 (1) the name of the corporation; 30 (2) the address of its registered office; 31 (3) the address of its new registered office if the registered office is to

01 be changed; 02 (4) the name of its registered agent; 03 (5) the name of its new registered agent, if the registered agent is to 04 be changed; and 05 (6) a statement that the change is authorized by resolution of its board 06 of directors. 07 (b) If the commissioner finds that the [VERIFIED] statement described in (a) 08 of this section complies with this chapter, the commissioner shall file it in the 09 commissioner's office. The change becomes effective when the statement is filed. 10 * Sec. 5. AS 10.06.170(a) is amended to read: 11 (a) A registered agent of a domestic or foreign corporation may change the 12 location of the agent's office from one address to another in this state. The agent may 13 change the registered office for each corporation for which the person is acting as 14 registered agent by filing in the office of the commissioner a statement setting out (1) 15 the name of the agent; (2) the address of the agent's office before change; (3) the 16 address to which the office is changed; and (4) a list of corporations for which the 17 person is the registered agent. The statement shall be executed by the registered agent 18 in the individual name of the agent or, if the agent is a corporation, it shall be 19 executed [AND VERIFIED] by its president or a vice-president. The statement shall 20 be delivered to the commissioner and if the commissioner finds that the statement 21 complies with this chapter, the commissioner shall file it in the commissioner's office. 22 The change becomes effective when the statement is filed. 23 * Sec. 6. AS 10.06.205 is amended to read: 24 Sec. 10.06.205. Incorporators. One or more natural persons at least 18 years 25 of age may act as incorporators of a corporation by signing[, VERIFYING,] and 26 delivering to the commissioner an original and an exact copy of the articles of 27 incorporation for the corporation. 28 * Sec. 7. AS 10.06.320(a) is amended to read: 29 (a) Before the issuance of shares of a class the rights, preferences, privileges, 30 and restrictions of which have been fixed by resolution of the board, or before the 31 issuance of shares of a series established by resolution of the board, the corporation

01 shall file with the commissioner a statement, and an exact copy of the statement, 02 signed by the president or vice-president and the secretary or assistant secretary, 03 [VERIFIED BY ONE OF THE OFFICERS SIGNING THE STATEMENT,] and 04 setting out: 05 (1) the name of the corporation; 06 (2) a copy of the resolution determining the rights, preferences, 07 privileges, and restrictions of the wholly unissued class, or of the resolution 08 establishing and designating a series, and fixing and determining the relative rights and 09 preferences of the series; 10 (3) the date of the adoption of the resolution; 11 (4) that the resolution was adopted by the board. 12 * Sec. 8. AS 10.06.510 is amended to read: 13 Sec. 10.06.510. Articles of amendment. The articles of amendment shall be 14 executed by the corporation by its president or vice-president and by its secretary or 15 an assistant secretary[, AND VERIFIED BY ONE OF THE OFFICERS SIGNING 16 THE ARTICLES OF AMENDMENT,] and shall set out the 17 (1) name of the corporation; 18 (2) amendment adopted; 19 (3) date of the approval of the amendment by the board and outstanding 20 shares, or by the board if shares have not been issued; 21 (4) number of shares outstanding and the number of shares entitled to 22 vote, and if the shares of a class are entitled to vote as a class, the designation and 23 number of outstanding shares of each class entitled to vote; 24 (5) number of shares voted for and against the amendment and, if the 25 shares of a class are entitled to vote as a class, the number of shares of each class 26 voted for and against the amendment, or if shares have not been issued, a statement 27 to that effect; and 28 (6) manner in which an exchange, reclassification, or cancellation of 29 issued shares is to be carried out if the amendment provides for an exchange, 30 reclassification, or cancellation of issued shares and is not set out in the amendment. 31 * Sec. 9. AS 10.06.516 is amended to read:

01 Sec. 10.06.516. Restated articles of incorporation. A domestic corporation 02 may, by resolution adopted by the board, restate its articles of incorporation as 03 amended up to that time. Upon the adoption of the resolution, restated articles shall 04 be executed by the corporation by its president or a vice-president and by its secretary 05 or assistant secretary [AND VERIFIED BY ONE OF THE OFFICERS SIGNING THE 06 ARTICLES] and shall set out all of the operative provisions of the articles as amended 07 up to that time together with a statement that the restated articles correctly set out 08 without change the corresponding provisions of the articles as amended up to that time 09 and that the restated articles supersede the original articles and all amendments to 10 them. 11 * Sec. 10. AS 10.06.522(c) is amended to read: 12 (c) Articles of amendment approved by decree or order of a court shall be 13 executed [AND VERIFIED] by the person or persons the court designates or appoints 14 for the purpose, and shall set out the name of the corporation, the amendments of the 15 articles approved by the court, the date of the decree or order approving the articles 16 of amendment, the title of the proceedings in which the decree or order was entered, 17 and a statement that the decree or order was entered by a court having jurisdiction of 18 the proceedings for the reorganization of the corporation under an applicable statute 19 of the United States. 20 * Sec. 11. AS 10.06.550 is amended to read: 21 Sec. 10.06.550. Articles of merger, consolidation, or exchange. After 22 approval, articles of merger, articles of consolidation, or articles of exchange shall be 23 executed by each corporation by its president or a vice-president and by its secretary 24 or an assistant secretary[, AND VERIFIED BY ONE OF THE OFFICERS OF EACH 25 CORPORATION SIGNING THE ARTICLES,] and shall set out the 26 (1) plan of merger, consolidation, or exchange; 27 (2) number of shares outstanding of each corporation, and, if the shares 28 of a class were entitled to vote as a class, the designation and number of outstanding 29 shares of the class; and 30 (3) number of shares voted for and against the plan, and, if the shares 31 of a class were entitled to vote as a class, the number of shares of the class voted for

01 and against the plan. 02 * Sec. 12. AS 10.06.556(c) is amended to read: 03 (c) Articles of merger shall be executed by the surviving corporation by its 04 president or a vice-president and by its secretary or an assistant secretary[, AND 05 VERIFIED BY ONE OF ITS OFFICERS SIGNING THE ARTICLES,] and shall set 06 out the 07 (1) plan of merger; 08 (2) number of outstanding shares of each class of the subsidiary 09 corporation and the number of those shares of each class owned by the surviving 10 corporation; and 11 (3) date of the mailing to shareholders of the subsidiary corporation of 12 the plan of merger. 13 * Sec. 13. AS 10.06.608(b) is amended to read: 14 (b) The certificate shall be an officers' certificate or shall be signed [AND 15 VERIFIED] by at least a majority of the directors then in office, by one or more 16 shareholders authorized to do so by the shareholders holding shares representing 50 17 percent or more of the voting power, or by the officer or shareholder designated in the 18 written consent and must set out 19 (1) the name of the corporation, the names and addresses of its officers 20 under AS 10.06.483, the names and addresses of its directors, and the statement that 21 the corporation has elected to wind up and dissolve; 22 (2) the number of shares voting for the election if the election was 23 made by the vote of shareholders and a statement that the election was made by 24 shareholders representing at least two-thirds of the voting power under 25 AS 10.06.605(a)(1); 26 (3) a copy of the written consent signed by all shareholders of the 27 corporation if the election was made by the written consent of the shares; 28 (4) circumstances showing the corporation to be within one of the 29 categories described in AS 10.06.605(b) if the election was made by the board under 30 that subsection. 31 * Sec. 14. AS 10.06.610(a) is amended to read:

01 (a) A voluntary election to wind up and dissolve under AS 10.06.605 may be 02 revoked before distribution of assets by an election to revoke made in the same manner 03 as an election under AS 10.06.605. A certificate evidencing the election to revoke 04 shall be signed[, VERIFIED,] and filed in the manner prescribed in AS 10.06.608. 05 * Sec. 15. AS 10.06.620 is amended to read: 06 Sec. 10.06.620. Articles of dissolution: contents. If a corporation has been 07 completely wound up without court proceedings, a majority of the directors then in 08 office shall sign [AND VERIFY] articles of dissolution stating that 09 (1) the corporation has been completely wound up; 10 (2) its known debts and liabilities have been actually paid, or 11 adequately provided for under AS 10.06.668, or paid or adequately provided for as far 12 as the assets of the corporation permit, or that it has incurred no known debts or 13 liabilities; if there are known debts or liabilities for which adequate provision for 14 payment has been made, the articles of dissolution shall state what provision has been 15 made, setting out the name and address of the corporation, person, or governmental 16 agency that has assumed or guaranteed payment, or the name and address of the 17 depositary with which deposit has been made and such other information as may be 18 necessary to enable the creditor or other person to whom payment is to be made to 19 appear and claim payment of the debt or liability; 20 (3) its known assets have been distributed to shareholders, or, if there 21 are no shareholders, to persons entitled to the assets, or wholly applied or deposited 22 on account of its debts and liabilities or that it acquired no known assets; 23 (4) the corporation is dissolved. 24 * Sec. 16. AS 10.06.733 is amended to read: 25 Sec. 10.06.733. Execution and filing of application for certificate of 26 authority. The application of the corporation for a certificate of authority shall be on 27 forms prescribed and furnished by the commissioner. The application shall be 28 executed by the president or vice-president of the corporation and by its secretary or 29 an assistant secretary[, AND VERIFIED BY ONE OF THE OFFICERS SIGNING 30 THE APPLICATION]. The original application and an exact copy of it shall be 31 delivered to the commissioner for processing according to AS 10.06.910 and for

01 issuance of a certificate of authority. 02 * Sec. 17. AS 10.06.760 is amended to read: 03 Sec. 10.06.760. Filing of statement of change. A statement of change under 04 AS 10.06.758 shall be executed [AND VERIFIED] by the corporation by its president 05 or a vice-president, and delivered to the commissioner. If the commissioner finds that 06 the statement conforms to the provisions of this chapter, the commissioner shall file 07 the statement in the office of the commissioner, and upon the filing, the change of 08 address of the registered office, or the appointment of a new registered agent, or both, 09 as the case may be, becomes effective. 10 * Sec. 18. AS 10.06.783 is amended to read: 11 Sec. 10.06.783. Form of application for withdrawal. An application for 12 withdrawal shall be made on forms prescribed and furnished by the commissioner and 13 shall be executed by the corporation by its president or a vice-president, and by its 14 secretary or an assistant secretary, [AND VERIFIED BY ONE OF THE OFFICERS 15 SIGNING THE APPLICATION,] or, if the corporation is in the hands of a receiver 16 or trustee, the application shall be executed [AND VERIFIED] on behalf of the 17 corporation by the receiver or trustee. 18 * Sec. 19. AS 10.06.920 is amended to read: 19 Sec. 10.06.920. Writings; corrections. A writing relating to a corporation 20 filed by the commissioner under this chapter may be corrected if it contains an error 21 apparent on the face or defect in the execution of the writing, including the deletion 22 of a matter not permitted to be stated in the writing. A certificate, entitled "Certificate 23 of Correction of . . . (correct title of writing and name of corporation)", shall be 24 signed[, VERIFIED, OR ACKNOWLEDGED] in the same manner as the original 25 writing and shall be delivered to the commissioner. The certificate shall set out the 26 name of the corporation, the date the writing to be corrected was filed by the 27 commissioner, the provision in the writing corrected or eliminated and, if the execution 28 was defective, the proper execution. The filing of the certificate by the commissioner 29 does not alter the effective time of the writing being corrected and does not affect any 30 right or liability accrued or incurred before the filing. A corporate name may not be 31 changed or corrected under this section.

01 * Sec. 20. AS 10.15.335 is amended to read: 02 Sec. 10.15.335. Procedure for incorporation. Three or more natural persons 03 at least 19 years of age may act as incorporators of a cooperative by signing[, 04 VERIFYING] and delivering articles for the cooperative in duplicate to the 05 commissioner. 06 * Sec. 21. AS 10.15.380 is amended to read: 07 Sec. 10.15.380. Execution of articles of amendment. Following adoption of 08 an amendment to the articles, it shall be executed in duplicate by the cooperative by 09 its president or a vice president and by its secretary or an assistant secretary[, AND 10 VERIFIED BY ONE OF THE OFFICERS SIGNING THE ARTICLES,] and shall set 11 out [FORTH] 12 (1) the name of the cooperative; 13 (2) if an amendment changes a provision of the original or amended 14 articles, an identification by reference or description of the affected provision and a 15 statement of its text as it is amended to read, or if an amendment strikes or deletes a 16 provision of the original or amended articles, an identification by reference or 17 description of the provision stricken or deleted and a statement that it is stricken or 18 deleted, and if the amendment is an addition to the original or amended articles, a 19 statement of that fact and the full text of the provision added; 20 (3) the date of the adoption of the amendment by the members; 21 (4) the numbers of members voting for and against the amendment; 22 (5) if affected shareholders had the right to vote, the number of affected 23 shareholders, the number of shareholder votes entitled to be voted on the amendment, 24 and the number of shareholder votes cast for and against the amendment. 25 * Sec. 22. AS 10.15.420 is amended to read: 26 Sec. 10.15.420. Execution of articles of merger or consolidation. Upon 27 adoption of the plan of merger or consolidation, articles of merger or articles of 28 consolidation, as the case may be, shall be executed in duplicate by each cooperative 29 by its president or a vice president and by its secretary or an assistant secretary[, AND 30 VERIFIED BY ONE OF THE OFFICERS OF EACH COOPERATIVE SIGNING 31 THE ARTICLES].

01 * Sec. 23. AS 10.15.465 is amended to read: 02 Sec. 10.15.465. Execution of statement of intent to dissolve. Upon the 03 adoption of the resolution, a statement of intent to dissolve shall be executed in 04 duplicate by the cooperative by its president or a vice president and by its secretary 05 or an assistant secretary[, AND VERIFIED BY ONE OF ITS OFFICERS SIGNING 06 THE STATEMENT,] and must set out [FORTH] 07 (1) the name of the cooperative; 08 (2) the names and addresses of its officers; 09 (3) the names and addresses of its directors; 10 (4) a copy of the resolution adopted authorizing the dissolution of the 11 cooperative; 12 (5) the date of the adoption of the resolution; 13 (6) the number of member votes for and against the resolution; 14 (7) if shareholders were authorized to vote on the resolution, the total 15 number of authorized shareholder votes, the number of votes cast for and against the 16 resolution and the number of votes required by the articles for adoption. 17 * Sec. 24. AS 10.15.485 is amended to read: 18 Sec. 10.15.485. Execution of statement of revocation of voluntary 19 dissolution proceedings. Upon the adoption of the resolution of revocation, a 20 statement of revocation of voluntary dissolution proceedings shall be executed in 21 duplicate by the cooperative by its president or a vice president and its secretary or an 22 assistant secretary[, AND VERIFIED BY ONE OF THE OFFICERS SIGNING THE 23 STATEMENT,] and must set out [FORTH] a copy of the adopted resolution and other 24 pertinent information as required by AS 10.15.460 and 10.15.465 to be set out 25 [FORTH] in a statement of intent to dissolve. 26 * Sec. 25. AS 10.15.495 is amended to read: 27 Sec. 10.15.495. Articles of dissolution. If voluntary dissolution proceedings 28 have not been revoked, when all debts, liabilities and obligations of the cooperative 29 have been paid and discharged, or adequate provision has been made for their payment 30 and discharge, and all of the remaining property and assets of the cooperative have 31 been distributed to the persons entitled to them, articles of dissolution shall be

01 executed in duplicate by the cooperative by its president or a vice president and its 02 secretary or assistant secretary[, AND VERIFIED BY ONE OF THE OFFICERS 03 SIGNING THE ARTICLES]. The articles of dissolution must set out 04 (1) the name of the cooperative; 05 (2) that the department has filed a statement of intent to dissolve the 06 cooperative, and the date on which the statement was filed; 07 (3) that all the property and assets of the cooperative remaining after 08 payment or discharge, or adequate provision for payment or discharge of all debts, 09 obligations , and liabilities of the cooperative have been distributed to the persons 10 entitled to them in accordance with their rights and interests; 11 (4) that there are no suits pending against the cooperative in any court, 12 or that adequate provision has been made for the satisfaction of any judgment, order , 13 or decree that [WHICH] may be entered against it in a pending suit. 14 * Sec. 26. AS 10.20.036 is amended to read: 15 Sec. 10.20.036. Change of registered office or agent. (a) A corporation, 16 domestic or foreign, may change its registered office, agent, or both, by filing with the 17 department a [VERIFIED] statement signed by the president or the vice president 18 setting out 19 (1) the name of the corporation; 20 (2) the address of its registered office; 21 (3) the address of its new registered office if the registered office is to 22 be changed; 23 (4) the name of its registered agent; 24 (5) the name of its new registered agent, if its registered agent is to be 25 changed; and 26 (6) that the change is authorized by resolution of its board of directors. 27 (b) Upon finding that the [VERIFIED] statement complies with this chapter, 28 the commissioner shall file it in the commissioner's office. The change becomes 29 effective when the statement is filed. 30 * Sec. 27. AS 10.20.041(b) is amended to read: 31 (b) The statement in (a) of this section shall be executed by the registered

01 agent in the agent's individual name and, if the agent is a corporation, domestic or 02 foreign, it shall be executed [AND VERIFIED] by its president or a vice president. 03 The statement shall be delivered to the commissioner who, upon finding that it 04 complies with this chapter, shall file it in the commissioner's office. The change 05 becomes effective when the statement is filed. 06 * Sec. 28. AS 10.20.146 is amended to read: 07 Sec. 10.20.146. Incorporators. Three or more natural persons at least 19 08 years of age may act as incorporators of a corporation by signing[, VERIFYING] and 09 delivering in duplicate to the commissioner articles of incorporation for the 10 corporation. 11 * Sec. 29. AS 10.20.201 is amended to read: 12 Sec. 10.20.201. Execution of restated articles of incorporation. Upon 13 approval, the restated articles of incorporation shall be executed in duplicate by the 14 corporation by its president or a vice president, and by its secretary or assistant 15 secretary[, AND VERIFIED BY ONE OF THE OFFICERS SIGNING THE 16 ARTICLES]. 17 * Sec. 30. AS 10.20.246 is amended to read: 18 Sec. 10.20.246. Execution [AND VERIFICATION] of articles of merger or 19 consolidation. Upon approval of the plan of merger or consolidation, articles of 20 merger or articles of consolidation shall be executed in duplicate by each corporation 21 by its president or a vice president and its secretary or an assistant secretary[, AND 22 VERIFIED BY ONE OF THE OFFICERS OF EACH CORPORATION SIGNING 23 THE ARTICLES]. 24 * Sec. 31. AS 10.20.290(e) is amended to read: 25 (e) Following the adoption of a resolution to dissolve, a copy of it executed 26 by the corporation's president or vice-president and a secretary or assistant secretary 27 [AND VERIFIED BY ONE OF THE OFFICERS SIGNING] shall be immediately 28 filed with the commissioner. The resolution shall state the number of members and 29 the number of directors voting for and against it. 30 * Sec. 32. AS 10.20.310 is amended to read: 31 Sec. 10.20.310. Articles of dissolution. If voluntary dissolution proceedings

01 have not been revoked, then after all debts, liabilities , and obligations of the 02 corporation have been paid and discharged, or adequate provision made for payment, 03 and all of the remaining property and assets of the corporation transferred, conveyed , 04 or distributed in accordance with the provisions of this chapter, articles of dissolution 05 shall be executed in duplicate by the corporation by its president or a vice president, 06 and its secretary or an assistant secretary[, AND VERIFIED BY ONE OF THE 07 OFFICERS SIGNING THE ARTICLES]. The articles of dissolution must set out 08 (1) the name of the corporation; 09 (2) if there are members entitled to vote, 10 (A) a statement setting out the date of the meeting of members 11 at which the resolution to dissolve was adopted, that a quorum was present at 12 the meeting, and that the resolution received at least two-thirds of the votes 13 that [WHICH] members present at the meeting or represented by proxy were 14 entitled to cast, or 15 (B) a statement that the resolution was adopted by a consent in 16 writing signed by all members entitled to vote; 17 (3) if there are no members, or no members entitled to vote, a 18 statement of the fact, the date of the meeting of the board of directors at which the 19 resolution to dissolve was adopted and a statement of the fact that the resolution 20 received the vote of a majority of the directors in office; 21 (4) that all debts, obligations, and liabilities of the corporation have 22 been paid and discharged or that adequate provision has been made for the payment; 23 (5) a copy of the plan of distribution, if any, as adopted by the 24 corporation, or a statement that no plan was adopted; 25 (6) that all the remaining property and assets of the corporation have 26 been transferred, conveyed , or distributed in accordance with the provisions of this 27 chapter; 28 (7) that there are no suits pending against the corporation in any court, 29 or that adequate provision has been made for the satisfaction of a judgment, order , or 30 decree that [WHICH] may be entered against it in a pending suit. 31 * Sec. 33. AS 10.20.490 is amended to read:

01 Sec. 10.20.490. Form of application. The application shall be on forms 02 prescribed and furnished by the commissioner and shall be executed in duplicate by 03 the corporation, by its president or vice president, and by its secretary or an assistant 04 secretary[, AND VERIFIED BY ONE OF THE OFFICERS SIGNING THE 05 APPLICATION]. 06 * Sec. 34. AS 10.20.520 is amended to read: 07 Sec. 10.20.520. Filing of statement. The statement shall be executed by the 08 corporation, by its president or a vice president[, AND VERIFIED BY THAT 09 PERSON,] and delivered to the commissioner. Upon finding that the statement 10 conforms to the provisions of this chapter, the commissioner shall file the statement 11 in the commissioner's office, and upon filing the statement, the change of address of 12 the registered office, or the change of registered agent, or both, becomes effective. 13 * Sec. 35. AS 10.20.570 is amended to read: 14 Sec. 10.20.570. Form of application for withdrawal. The application for 15 withdrawal shall be made on forms prescribed and furnished by the commissioner and 16 shall be executed by the corporation, by its president or a vice president and by its 17 secretary or an assistant secretary, [AND VERIFIED BY ONE OF THE OFFICERS 18 SIGNING THE APPLICATION,] or, if the corporation is in the hands of a receiver 19 or trustee, the application shall be executed on behalf of the corporation by the 20 receiver or trustee [AND VERIFIED BY THE RECEIVER OR TRUSTEE]. 21 * Sec. 36. AS 10.25.480 is amended to read: 22 Sec. 10.25.480. Execution and filing of statement. The statement of change 23 of office or agent shall be executed by the cooperative by its presiding officer[, 24 VERIFIED BY THE PERSON EXECUTING THE STATEMENT,] and directed to the 25 commissioner. If the commissioner finds that the statement conforms to this chapter, 26 the commissioner shall file it in the commissioner's office. Upon the filing, the 27 change of address of the registered office, and the appointment of the registered agent, 28 or both, as the case may be, is effective. 29 * Sec. 37. AS 10.50.060 is amended to read: 30 Sec. 10.50.060. Change of registered office or agent. (a) A limited liability 31 company may change its registered office, agent, or both, by filing with the department

01 a [VERIFIED] signed statement that includes 02 (1) the name of the company; 03 (2) the address of its registered office; 04 (3) the address of its new registered office if the registered office is to 05 be changed; 06 (4) the name of its registered agent; 07 (5) the name of its new registered agent, if the registered agent is to 08 be changed; and 09 (6) a statement that the change is authorized by the company's 10 manager, or, if the company is not managed by a manager, by the members. 11 (b) If the department finds that the [VERIFIED] statement described in (a) 12 of this section complies with this chapter, the department shall file it in the 13 department's office. The change becomes effective when the statement is filed. 14 * Sec. 38. AS 10.50.063(a) is amended to read: 15 (a) A registered agent of a limited liability company may change the location 16 of the agent's office from one address to another in this state. The agent may change 17 the registered office for each company for which the person is acting as registered 18 agent by filing in the department a statement setting out the name of the agent, the 19 address of the agent's office before change, the address to which the office is changed, 20 and a list of companies for which the person is the registered agent. The statement 21 shall be executed by the registered agent in the individual name of the agent or, if the 22 agent is a corporation, it shall be executed [AND VERIFIED] by its president or a 23 vice-president. The statement shall be delivered to the department and the limited 24 liability company and if the department finds that the statement complies with this 25 chapter, the department shall file it. The change becomes effective when the statement 26 is filed. 27 * Sec. 39. AS 32.05.540(a) is amended to read: 28 (a) A registered limited liability partnership may change its registered office, 29 agent, or both, by filing with the department a [VERIFIED] signed statement that 30 includes 31 (1) the name of the partnership;

01 (2) the address of its registered office; 02 (3) the address of its new registered office if the registered office is to 03 be changed; 04 (4) the name of its registered agent; 05 (5) the name of its new registered agent if the registered agent is to be 06 changed; and 07 (6) a statement that the change was authorized by one or more of the 08 partners. 09 * Sec. 40. AS 32.05.540(c) is amended to read: 10 (c) A registered agent of a limited liability partnership may change the location 11 of the agent's office from one address to another in this state. The agent may change 12 the registered office for each limited liability partnership for which the person is acting 13 as registered agent by filing in the department a statement setting out the name of the 14 agent, the address of the agent's office before change, the address to which the office 15 is changed, and a list of companies for which the person is the registered agent. The 16 statement shall be executed by the registered agent in the individual name of the agent, 17 or, if the agent is a corporation, it shall be executed [AND VERIFIED] by its president 18 or vice-president. The statement shall be delivered to the department and the limited 19 liability partnership, and, if the department finds that the statement complies with this 20 chapter, the department shall file it. The change becomes effective when the statement 21 is filed. 22 * Sec. 41. AS 32.11.830(b) is amended to read: 23 (b) A limited partnership may change its registered office, registered agent, or 24 both, by filing with the department a [VERIFIED] statement signed by a general 25 partner stating 26 (1) the name of the limited partnership; 27 (2) the address of its registered office; 28 (3) the address of its new registered office if the registered office is 29 being changed; 30 (4) the name of its registered agent; 31 (5) the name of its new registered agent if the registered agent is being

01 changed; and 02 (6) a statement that the change has been approved by all of the general 03 partners. 04 * Sec. 42. AS 34.45.280(b) is amended to read: 05 (b) The report must be made on a form bearing notice that statements are 06 made under penalty of unsworn falsification under AS 11.56.210 [BE VERIFIED] 07 and must include 08 (1) except with respect to traveler's checks and money orders, the 09 name, if known, and last known address, if any, of each person appearing from the 10 records of the holder to be the owner of property, the value of which is $100 or more, 11 presumed abandoned under AS 34.45.110 - 34.45.430 and other statutes specifically 12 made subject to this reporting requirement; 13 (2) in the case of unclaimed money amounting to $100 or more, held 14 or owing under a life or endowment insurance policy or annuity contract, the full name 15 and last known address of the insured or annuitant and of the beneficiary or other 16 person who is entitled to the proceeds according to the records of the insurance 17 company holding or owing the funds; 18 (3) in the case of the contents of a safe deposit box or other 19 safekeeping repository or of other tangible personal property, a description of the 20 property and the place where it is held and may be inspected by the department, and 21 any amounts owing to the holder; 22 (4) the nature and identifying number, if any, or description of the 23 property and the amount appearing from the records to be due; items of value under 24 $100 each may be reported in the aggregate; 25 (5) the date the property became payable, demandable, or returnable, 26 and the date of the last transaction with the apparent owner with respect to the 27 property; and 28 (6) other information that the department prescribes by regulation as 29 necessary for the administration of this chapter. 30 * Sec. 43. AS 34.45.290(a) is amended to read: 31 (a) The department may require a person who has not filed a report under

01 AS 34.45.280 to file a [VERIFIED] report , made under penalty of unsworn 02 falsification under AS 11.56.210, stating whether the person is holding unclaimed 03 property reportable or deliverable under AS 34.45.110 - 34.45.780. 04 * Sec. 44. AS 34.45.320(b) is amended to read: 05 (b) If the owner establishes the right to receive the abandoned property to the 06 satisfaction of the holder before the property has been delivered or if it appears that 07 the presumption of abandonment is erroneous, the holder need not pay or deliver the 08 property to the department, and the property is no longer presumed abandoned. The 09 holder shall file with the department a [VERIFIED] written explanation , made under 10 penalty of unsworn falsification under AS 11.56.210, of the proof of claim or of the 11 error in the presumption of abandonment. 12 * Sec. 45. AS 34.45.380(a) is amended to read: 13 (a) A person, excluding another state, claiming an interest in property paid or 14 delivered to the department may file a claim on a form bearing notice that 15 statements are made under penalty of unsworn falsification under AS 11.56.210, 16 prescribed by the department [AND VERIFIED BY THE CLAIMANT]. 17 * Sec. 46. AS 40.21.120 is amended to read: 18 Sec. 40.21.120. Standards of clarity, accuracy, and permanency of copies. 19 When a public officer performing duties under this chapter is required or authorized 20 by law to record, copy, recopy, or replace any public record, the officer may do so by 21 photostatic, photographic, microphotographic, microfilm or other mechanical or optical 22 disk imaging system process that produces a clear and [,] accurate [AND 23 PERMANENT] copy or reproduction of the original record[, IN ACCORDANCE 24 WITH THE LATEST STANDARDS APPROVED FOR THE REPRODUCTION OF 25 PERMANENT RECORDS BY THE DEPARTMENT]. If a record is considered to 26 be of permanent or archival value, any reproduction of the record must meet 27 archival standards adopted by the department. 28 * Sec. 47. AS 40.21.130 is amended to read: 29 Sec. 40.21.130. Alteration and replacement of public records. An original 30 public record that is worn or damaged may be replaced by a reproduction made in 31 accordance with this chapter. Certification by the agency having custody of the record

01 that the replacement is a true and correct copy of the original shall appear at the end 02 of the reproduction. When original public records are [PHOTOGRAPHED OR 03 OTHERWISE MECHANICALLY] reproduced under the provisions of this chapter and 04 the [PHOTOGRAPHIC OR OTHER MECHANICAL] reproductions are placed in 05 conveniently accessible files and provisions made for preserving and using them, the 06 original records from which they were made may be destroyed only with the approval 07 of the state archivist. 08 * Sec. 48. AS 40.21.150(5) is amended to read: 09 (5) "record" means any document, paper, book, letter, drawing, map, 10 plat, photo, photographic file, motion picture film, microfilm, microphotograph, 11 exhibit, magnetic or paper tape, punched card, electronic record, or other document 12 of any other material, regardless of physical form or characteristic, developed or 13 received under law or in connection with the transaction of official business and 14 preserved or appropriate for preservation by an agency or political subdivision, as 15 evidence of the organization, function, policies, decisions, procedures, operations or 16 other activities of the state or political subdivision or because of the informational 17 value in them; "record" [THE TERM] does not include library and museum material 18 developed or acquired and preserved solely for reference, historical or exhibition 19 purposes, extra copies of documents preserved solely for convenience of reference, or 20 stocks of publications and processed documents; 21 * Sec. 49. AS 40.21.150 is amended by adding a new paragraph to read: 22 (8) "electronic record" means any information that is recorded in 23 machine-readable form. 24 * Sec. 50. AS 45.50.020 is amended to read: 25 Sec. 45.50.020. Application for registration. Subject to limitations under 26 AS 45.50.010 - 45.50.205, a person who uses a mark in the state may file with the 27 commissioner, on a form furnished by the department and in a manner complying with 28 AS 45.50.010 - 45.50.205, an application for registration of that mark setting out the 29 following information: 30 (1) the name and business address of the registrant and, if the registrant 31 is a

01 (A) corporation, the state of incorporation; or 02 (B) partnership, the state in which the partnership is organized 03 and the names of the general partners; 04 (2) the goods or services on or in connection with which the mark is 05 used, the manner in which the mark is used on or in connection with the goods or 06 services, and the class of the goods or services; 07 (3) the date when the mark was first used anywhere and the date when 08 it was first used in this state by the applicant or a predecessor in interest; 09 (4) a statement that the applicant is the owner of the mark, that the 10 mark is in use, and that, to the knowledge of the individual signing [VERIFYING] the 11 application, no other person has the right to use the mark either in the identical form 12 or in a near resemblance to it as to be likely, when applied to the goods or services 13 of another person, to cause confusion or mistake, or to deceive; and 14 (5) a statement as to whether the applicant, or a predecessor in interest, 15 has filed an application to register the mark, or portions or a composite of the mark, 16 with the United States Patent and Trademark Office, and, if so, information regarding 17 that application, including the filing date and serial number, the status of that 18 application, whether that application was refused registration or otherwise did not 19 result in a registration, and, if so, the reasons that application did not result in a 20 registration. 21 * Sec. 51. AS 45.50.030 is amended to read: 22 Sec. 45.50.030. Form of application. The application shall be signed [AND 23 VERIFIED] by the applicant or by a member of the firm or an officer of the 24 corporation, partnership, or association applying. The application shall be 25 accompanied by three specimens showing the actual use of the mark on or in 26 connection with the goods or services. 27 * Sec. 52. AS 45.50.070(b) amended to read: 28 (b) An application for renewal of a registration must include a signed 29 [VERIFIED] statement that the mark has been used and is still in use. Three 30 specimens showing actual use of the mark on or in connection with the goods or 31 services shall be submitted with the renewal application.

01 * Sec. 53. AS 45.50.125(a) is amended to read: 02 (a) The name of a registrant or applicant may be changed by filing the change 03 of name with the commissioner on a form furnished by the department that has been 04 signed [AND VERIFIED] by the registrant or applicant and paying a filing fee of $25. 05 The commissioner shall issue in the changed name of a registrant an amended 06 certificate of registration. 07 * Sec. 54. TRANSITION: REGULATIONS. Notwithstanding sec. 56 of this Act, a state 08 agency affected by this Act that has regulation-adopting authority may proceed to adopt 09 regulations necessary to implement the changes made by this Act. The regulations take effect 10 under AS 44.62 (Administrative Procedure Act), but not before the effective date of the 11 relevant provision of this Act. 12 * Sec. 55. Section 54 of this Act takes effect immediately under AS 01.10.070(c). 13 * Sec. 56. Except as provided in sec. 55 of this Act, this Act takes effect September 1, 14 1998.