SB 232: "An Act relating to electronic signatures, electronic records, requirements for records, and the reproduction of public records."
00SENATE BILL NO. 232 01 "An Act relating to electronic signatures, electronic records, requirements for 02 records, and the reproduction of public records." 03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 04 * Section 1. AS 06.05.045(a) is amended to read: 05 (a) Each state bank shall make at least four reports of condition each year to 06 the department on days designated by, and on forms prescribed by, the department. 07 The report shall be signed by a duly authorized officer of the bank [,] and shall be 08 signed [VERIFIED] by at least three directors who certify under penalty of unsworn 09 falsification [OATH] that they , and each of them , have personal knowledge of the 10 facts stated in the report and that the facts are true. The reports must [SHALL] 11 exhibit in detail and under appropriate heads the resources and liabilities of the bank 12 [,] and must be received by the department within 30 calendar days after the end of 13 the period covered by the report. 14 * Sec. 2. AS 09.25.120(a) is amended to read:
01 (a) Every person has a right to inspect a public record in the state, including 02 public records in recorders' offices, except 03 (1) records of vital statistics and adoption proceedings, which shall be 04 treated in the manner required by AS 18.50; 05 (2) records pertaining to juveniles unless disclosure is authorized by 06 law; 07 (3) medical and related public health records; 08 (4) records required to be kept confidential by a federal law or 09 regulation or by state law; 10 (5) to the extent the records are required to be kept confidential under 11 20 U.S.C. 1232g and the regulations adopted under 20 U.S.C. 1232g in order to secure 12 or retain federal assistance; 13 (6) records or information compiled for law enforcement purposes, but 14 only to the extent that the production of the law enforcement records or information 15 (A) could reasonably be expected to interfere with enforcement 16 proceedings; 17 (B) would deprive a person of a right to a fair trial or an 18 impartial adjudication; 19 (C) could reasonably be expected to constitute an unwarranted 20 invasion of the personal privacy of a suspect, defendant, victim, or witness; 21 (D) could reasonably be expected to disclose the identity of a 22 confidential source; 23 (E) would disclose confidential techniques and procedures for 24 law enforcement investigations or prosecutions; 25 (F) would disclose guidelines for law enforcement investigations 26 or prosecutions if the disclosure could reasonably be expected to risk 27 circumvention of the law; or 28 (G) could reasonably be expected to endanger the life or 29 physical safety of an individual; 30 (7) names, addresses, and other information identifying a person as a 31 participant in the advance college tuition payment program under AS 14.40.803 -
01 14.40.817 ; 02 (8) public records containing information that would disclose or 03 might lead to the disclosure of a component in the process used to execute or 04 adopt an electronic signature if the disclosure would or might cause the electronic 05 signature to cease being under the sole control of the person using it . 06 * Sec. 3. AS 09.25 is amended by adding new sections to read: 07 Article 6. Electronic Signatures. 08 Sec. 09.25.500. Purposes and construction. AS 09.25.500 - 09.25.520 shall 09 be construed consistently with what is commercially reasonable under the 10 circumstances and to 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; 15 (3) to implement legally uniform standards for state, national, and 16 international telecommunications; 17 (4) to establish, in coordination with other states, uniform rules 18 regarding the authentication and reliability of electronic messages, records, and 19 signatures; and 20 (5) to promote the development of electronic government and electronic 21 commerce. 22 Sec. 09.25.510. Electronic records and signatures. (a) Any person or entity, 23 including a state agency or political subdivision, may accept or agree to be bound by 24 an electronic record executed or adopted with an electronic signature. Where a person 25 accepts or agrees to be bound by an electronic record executed or adopted with an 26 electronic signature, a rule of law that requires 27 (1) a record of that type to be in writing shall be considered satisfied; 28 and 29 (2) a signature shall be considered satisfied. 30 (b) The lieutenant governor or a state agency that chooses to accept or agrees 31 to be bound by an electronic record executed or adopted with an electronic signature
01 shall adopt, under AS 44.62 (Administrative Procedure Act), regulations necessary to 02 implement this section. 03 Sec. 09.25.520. Definitions. (a) In this chapter, "electronic signature" means 04 an electronic or a digital method that is 05 (1) executed or adopted by a person, including a state agency, with the 06 intent to be bound by or to authenticate a record; 07 (2) unique to the person using it; 08 (3) capable of verification; 09 (4) under the sole contract of the person using it; and 10 (5) linked to data in a manner that, if the data is changed, the electronic 11 signature is invalidated. 12 (b) In AS 09.25.500 - 09.25.520, "record" means information that is inscribed 13 on a tangible medium or that is stored in an electronic or other medium and retrievable 14 in perceivable form and includes both electronic records and printed, typewritten, or 15 tangible records. 16 * Sec. 4. AS 10.06.165 is amended to read: 17 Sec. 10.06.165. Change of registered office or agent. (a) A corporation may 18 change its registered office, agent, or both, by filing with the department a 19 [VERIFIED] statement signed by the president or a vice-president including 20 (1) the name of the corporation; 21 (2) the address of its registered office; 22 (3) the address of its new registered office if the registered office is to 23 be changed; 24 (4) the name of its registered agent; 25 (5) the name of its new registered agent [,] if the registered agent is to 26 be changed; and 27 (6) a statement that the change is authorized by resolution of its board 28 of directors. 29 (b) If the commissioner finds that the [VERIFIED] statement complies with 30 this chapter, the commissioner shall file it in the commissioner's office. The change 31 becomes effective when the statement is filed.
01 * Sec. 5. AS 10.06.170(a) is amended to read: 02 (a) A registered agent of a domestic or foreign corporation may change the 03 location of the agent's office from one address to another in this state. The agent may 04 change the registered office for each corporation for which the person is acting as 05 registered agent by filing in the office of the commissioner a statement setting out (1) 06 the name of the agent; (2) the address of the agent's office before change; (3) the 07 address to which the office is changed; and (4) a list of corporations for which the 08 person is the registered agent. The statement shall be executed by the registered agent 09 in the individual name of the agent or, if the agent is a corporation, it shall be 10 executed [AND VERIFIED] by its president or a vice-president. The statement shall 11 be delivered to the commissioner and , if the commissioner finds that the statement 12 complies with this chapter, the commissioner shall file it in the commissioner's office. 13 The change becomes effective when the statement is filed. 14 * Sec. 6. AS 10.06.205 is amended to read: 15 Sec. 10.06.205. Incorporators. One or more natural persons at least 18 years 16 of age may act as incorporators of a corporation by signing [, VERIFYING,] and 17 delivering to the commissioner an original and an exact copy of the articles of 18 incorporation for the corporation. 19 * Sec. 7. AS 10.06.320(a) is amended to read: 20 (a) Before the issuance of shares of a class the rights, preferences, privileges, 21 and restrictions of which have been fixed by resolution of the board, or before the 22 issuance of shares of a series established by resolution of the board, the corporation 23 shall file with the commissioner a statement, and an exact copy of the statement, 24 signed by the president or vice-president and the secretary or assistant secretary, 25 [VERIFIED BY ONE OF THE OFFICERS SIGNING THE STATEMENT, AND] 26 setting out [:] 27 (1) the name of the corporation; 28 (2) a copy of the resolution determining the rights, preferences, 29 privileges, and restrictions of the wholly unissued class, or of the resolution 30 establishing and designating a series, and fixing and determining the relative rights and 31 preferences of the series;
01 (3) the date of the adoption of the resolution; 02 (4) that the resolution was adopted by the board. 03 * Sec. 8. AS 10.06.510 is amended to read: 04 Sec. 10.06.510. Articles of amendment. The articles of amendment shall be 05 executed by the corporation by its president or vice-president and by its secretary or 06 an assistant secretary [, AND VERIFIED BY ONE OF THE OFFICERS SIGNING 07 THE ARTICLES OF AMENDMENT,] and shall set out the 08 (1) name of the corporation; 09 (2) amendment adopted; 10 (3) date of the approval of the amendment by the board and outstanding 11 shares, or by the board if shares have not been issued; 12 (4) number of shares outstanding and the number of shares entitled to 13 vote, and , if the shares of a class are entitled to vote as a class, the designation and 14 number of outstanding shares of each class entitled to vote; 15 (5) number of shares voted for and against the amendment and, if the 16 shares of a class are entitled to vote as a class, the number of shares of each class 17 voted for and against the amendment [,] or , if shares have not been issued, a statement 18 to that effect; and 19 (6) manner in which an exchange, reclassification, or cancellation of 20 issued shares is to be carried out if the amendment provides for an exchange, 21 reclassification, or cancellation of issued shares and is not set out in the amendment. 22 * Sec. 9. AS 10.06.516 is amended to read: 23 Sec. 10.06.516. Restated articles of incorporation. A domestic corporation 24 may, by resolution adopted by the board, restate its articles of incorporation as 25 amended up to that time. Upon the adoption of the resolution, restated articles shall 26 be executed by the corporation by its president or a vice-president and by its secretary 27 or an assistant secretary [AND VERIFIED BY ONE OF THE OFFICERS SIGNING 28 THE ARTICLES] and must [SHALL] set out all of the operative provisions of the 29 articles as amended up to that time together with a statement that the restated articles 30 correctly set out without change the corresponding provisions of the articles as 31 amended up to that time and that the restated articles supersede the original articles
01 and all amendments to them. 02 * Sec. 10. AS 10.06.522(c) is amended to read: 03 (c) Articles of amendment approved by decree or order of a court shall be 04 executed [AND VERIFIED] by the person or persons the court designates or appoints 05 for the purpose [,] and must [SHALL] set out the name of the corporation, the 06 amendments of the articles approved by the court, the date of the decree or order 07 approving the articles of amendment, the title of the proceedings in which the decree 08 or order was entered, and a statement that the decree or order was entered by a court 09 having jurisdiction of the proceedings for the reorganization of the corporation under 10 an applicable statute of the United States. 11 * Sec. 11. AS 10.06.550 is amended to read: 12 Sec. 10.06.550. Articles of merger, consolidation, or exchange. After 13 approval, articles of merger, articles of consolidation, or articles of exchange shall be 14 executed by each corporation by its president or a vice-president and by its secretary 15 or an assistant secretary, [AND VERIFIED BY ONE OF THE OFFICERS OF EACH 16 CORPORATION SIGNING THE ARTICLES,] and must [SHALL] set out the 17 (1) plan of merger, consolidation, or exchange; 18 (2) number of shares outstanding of each corporation [,] and, if the 19 shares of a class were entitled to vote as a class, the designation and number of 20 outstanding shares of the class; and 21 (3) number of shares voted for and against the plan [,] and, if the 22 shares of a class were entitled to vote as a class, the number of shares of the class 23 voted for and against the plan. 24 * Sec. 12. AS 10.06.556(c) is amended to read: 25 (c) Articles of merger shall be executed by the surviving corporation by its 26 president or a vice-president and by its secretary or an assistant secretary [, AND 27 VERIFIED BY ONE OF ITS OFFICERS SIGNING THE ARTICLES,] and must 28 [SHALL] set out the 29 (1) plan of merger; 30 (2) number of outstanding shares of each class of the subsidiary 31 corporation and the number of those shares of each class owned by the surviving
01 corporation; and 02 (3) date of the mailing to shareholders of the subsidiary corporation of 03 the plan of merger. 04 * Sec. 13. AS 10.06.068(b) is amended to read: 05 (b) The certificate must [SHALL] be an officers' certificate or shall be signed 06 [AND VERIFIED] by at least a majority of the directors then in office, by one or more 07 shareholders authorized to do so by the shareholders holding shares representing 50 08 percent or more of the voting power, or by the officer or shareholder designated in the 09 written consent and must set out 10 (1) the name of the corporation, the names and addresses of its officers 11 under AS 10.06.483, the names and addresses of its directors, and the statement that 12 the corporation has elected to wind up and dissolve; 13 (2) the number of shares voting for the election if the election was 14 made by the vote of shareholders and a statement that the election was made by 15 shareholders representing at least two-thirds of the voting power under 16 AS 10.06.605(a)(1); 17 (3) a copy of the written consent signed by all shareholders of the 18 corporation if the election was made by the written consent of the shares; 19 (4) circumstances showing the corporation to be within one of the 20 categories described in AS 10.06.605(b) if the election was made by the board under 21 that subsection. 22 * Sec. 14. AS 10.06.610(a) is amended to read: 23 (a) A voluntary election to wind up and dissolve under AS 10.06.605 may be 24 revoked before distribution of assets by an election to revoke made in the same manner 25 as an election under AS 10.06.605. A certificate evidencing the election to revoke 26 shall be signed [, VERIFIED,] and filed in the manner prescribed in AS 10.06.608. 27 * Sec. 15. AS 10.06.620 is amended to read: 28 Sec. 10.06.620. Articles of dissolution: contents. If a corporation has been 29 completely wound up without court proceedings, a majority of the directors then in 30 office shall sign [AND VERIFY] articles of dissolution stating that 31 (1) the corporation has been completely wound up;
01 (2) its known debts and liabilities have been actually paid, or 02 adequately provided for under AS 10.06.668, or paid or adequately provided for as far 03 as the assets of the corporation permit, or that it has incurred no known debts or 04 liabilities; if there are known debts or liabilities for which adequate provision for 05 payment has been made, the articles of dissolution must [SHALL] state what provision 06 has been made, setting out the name and address of the corporation, person, or 07 governmental agency that has assumed or guaranteed payment, or the name and 08 address of the depositary with which deposit has been made and such other 09 information as may be necessary to enable the creditor or other person to whom 10 payment is to be made to appear and claim payment of the debt or liability; 11 (3) its known assets have been distributed to shareholders, or, if there 12 are no shareholders, to persons entitled to the assets, or wholly applied or deposited 13 on account of its debts and liabilities or that it acquired no known assets; 14 (4) the corporation is dissolved. 15 * Sec. 16. AS 10.06.733 is amended to read: 16 Sec. 10.06.733. Execution and filing of application for certificate of 17 authority. The application of the corporation for a certificate of authority shall be on 18 forms prescribed and furnished by the commissioner. The application shall be 19 executed by the president or vice-president of the corporation and by its secretary or 20 an assistant secretary [, AND VERIFIED BY ONE OF THE OFFICERS SIGNING 21 THE APPLICATION]. The original application and an exact copy of it shall be 22 delivered to the commissioner for processing according to AS 10.06.910 and for 23 issuance of a certificate of authority. 24 * Sec. 17. AS 10.06.760 is amended to read: 25 Sec. 10.06.760. Filing of statement of change. A statement of change under 26 AS 10.06.758 shall be executed [AND VERIFIED] by the corporation by its president 27 or a vice-president [,] and delivered to the commissioner. If the commissioner finds 28 that the statement conforms to the provisions of this chapter, the commissioner shall 29 file the statement in the office of the commissioner [,] and , upon the filing, the change 30 of address of the registered office, or the appointment of a new registered agent, or 31 both, as the case may be, becomes effective.
01 * Sec. 18. AS 10.06.783 is amended to read: 02 Sec. 10.06.783. Form of application for withdrawal. An application for 03 withdrawal shall be made on forms prescribed and furnished by the commissioner and 04 shall be executed by the corporation by its president or a vice-president [,] and by its 05 secretary or an assistant secretary, [AND VERIFIED BY ONE OF THE OFFICERS 06 SIGNING THE APPLICATION,] or, if the corporation is in the hands of a receiver 07 or trustee, the application shall be executed [AND VERIFIED] on behalf of the 08 corporation by the receiver or trustee. 09 * Sec. 19. AS 10.06.920 is amended to read: 10 Sec. 10.06.920. Writings; corrections. A writing relating to a corporation 11 filed by the commissioner under this chapter may be corrected if it contains an error 12 apparent on the face or defect in the execution of the writing, including the deletion 13 of a matter not permitted to be stated in the writing. A certificate, entitled "Certificate 14 of Correction of . . . (correct title of writing and name of corporation)", shall be signed 15 [, VERIFIED, OR ACKNOWLEDGED] in the same manner as the original writing 16 and shall be delivered to the commissioner. The certificate shall set out the name of 17 the corporation, the date the writing to be corrected was filed by the commissioner, the 18 provision in the writing corrected or eliminated , and, if the execution was defective, 19 the proper execution. The filing of the certificate by the commissioner does not alter 20 the effective time of the writing being corrected and does not affect any right or 21 liability accrued or incurred before the filing. A corporate name may not be changed 22 or corrected under this section. 23 * Sec. 20. AS 10.06.990(26) is amended to read: 24 (26) "officers' certificate" means a certificate signed [AND VERIFIED] 25 by the chair [CHAIRMAN] of the board, the president or a vice-president and by the 26 secretary, the treasurer , or an assistant secretary or assistant treasurer; 27 * Sec. 21. AS 10.15.335 is amended to read: 28 Sec. 10.15.335. Procedure for incorporation. Three or more natural persons 29 at least 19 years of age may act as incorporators of a cooperative by signing [, 30 VERIFYING] and delivering articles for the cooperative in duplicate to the 31 commissioner.
01 * Sec. 22. AS 10.15.380 is amended to read: 02 Sec. 10.15.380. Execution of articles of amendment. Following adoption of 03 an amendment to the articles, it shall be executed in duplicate by the cooperative by 04 its president or a vice-president [VICE PRESIDENT] and by its secretary or an 05 assistant secretary [, AND VERIFIED BY ONE OF THE OFFICERS SIGNING THE 06 ARTICLES,] and must [SHALL] set out [FORTH] 07 (1) the name of the cooperative; 08 (2) if an amendment changes a provision of the original or amended 09 articles, an identification by reference or description of the affected provision and a 10 statement of its text as it is amended to read, or , if an amendment strikes or deletes 11 a provision of the original or amended articles, an identification by reference or 12 description of the provision stricken or deleted and a statement that it is stricken or 13 deleted, and , if the amendment is an addition to the original or amended articles, a 14 statement of that fact and the full text of the provision added; 15 (3) the date of the adoption of the amendment by the members; 16 (4) the numbers of members voting for and against the amendment; 17 (5) if affected shareholders had the right to vote, the number of affected 18 shareholders, the number of shareholder votes entitled to be voted on the amendment, 19 and the number of shareholder votes cast for and against the amendment. 20 * Sec. 23. AS 10.15.420 is amended to read: 21 Sec. 10.15.420. Execution of articles of merger or consolidation. Upon 22 adoption of the plan of merger or consolidation, articles of merger or articles of 23 consolidation, as the case may be, shall be executed in duplicate by each cooperative 24 by its president or a vice-president [VICE PRESIDENT] and by its secretary or an 25 assistant secretary [, AND VERIFIED BY ONE OF THE OFFICERS OF EACH 26 COOPERATIVE SIGNING THE ARTICLES]. 27 * Sec. 24. AS 10.15.465 is amended to read: 28 Sec. 10.15.465. Execution of statement of intent to dissolve. Upon the 29 adoption of the resolution, a statement of intent to dissolve shall be executed in 30 duplicate by the cooperative by its president or a vice-president [VICE PRESIDENT] 31 and by its secretary or an assistant secretary [, AND VERIFIED BY ONE OF ITS
01 OFFICERS SIGNING THE STATEMENT,] and must set out [FORTH] 02 (1) the name of the cooperative; 03 (2) the names and addresses of its officers; 04 (3) the names and addresses of its directors; 05 (4) a copy of the resolution adopted authorizing the dissolution of the 06 cooperative; 07 (5) the date of the adoption of the resolution; 08 (6) the number of member votes for and against the resolution; 09 (7) if shareholders were authorized to vote on the resolution, the total 10 number of authorized shareholder votes, the number of votes cast for and against the 11 resolution , and the number of votes required by the articles for adoption. 12 * Sec. 25. AS 10.15.485 is amended to read: 13 Sec. 10.15.485. Execution of statement of revocation of voluntary 14 dissolution proceedings. Upon the adoption of the resolution of revocation, a 15 statement of revocation of voluntary dissolution proceedings shall be executed in 16 duplicate by the cooperative by its president or a vice-president [VICE PRESIDENT] 17 and its secretary or an assistant secretary [, AND VERIFIED BY ONE OF THE 18 OFFICERS SIGNING THE STATEMENT,] and must set out [FORTH] a copy of the 19 adopted resolution and other pertinent information as required by AS 10.15.460 and 20 10.15.465 to be set out [FORTH] in a statement of intent to dissolve. 21 * Sec. 26. AS 10.15.495 is amended to read: 22 Sec. 10.15.495. Articles of dissolution. If voluntary dissolution proceedings 23 have not been revoked, when all debts, liabilities , and obligations of the cooperative 24 have been paid and discharged, or adequate provision has been made for their payment 25 and discharge, and all of the remaining property and assets of the cooperative have 26 been distributed to the persons entitled to them, articles of dissolution shall be 27 executed in duplicate by the cooperative by its president or a vice-president [VICE 28 PRESIDENT] and its secretary or an assistant secretary [, AND VERIFIED BY ONE 29 OF THE OFFICERS SIGNING THE ARTICLES]. The articles of dissolution must 30 set out 31 (1) the name of the cooperative;
01 (2) that the department has filed a statement of intent to dissolve the 02 cooperative [,] and the date on which the statement was filed; 03 (3) that all the property and assets of the cooperative remaining after 04 payment or discharge, or adequate provision for payment or discharge of all debts, 05 obligations , and liabilities of the cooperative , have been distributed to the persons 06 entitled to them in accordance with their rights and interests; 07 (4) that there are no suits pending against the cooperative in any court, 08 or that adequate provision has been made for the satisfaction of any judgment, order , 09 or decree that [WHICH] may be entered against it in a pending suit. 10 * Sec. 27. AS 10.15.520 is amended to read: 11 Sec. 10.15.520. Deposit with department of amount due persons who 12 cannot be found. Upon the voluntary or involuntary dissolution of a cooperative, the 13 portion of the assets distributable to a creditor, member, shareholder , or patron or other 14 person unknown or who cannot be found, or who is under a disability with no person 15 legally competent to receive the distributive portion, shall be reduced to cash [,] and , 16 within six months after the final dividend in the liquidation or winding up is payable, 17 shall be deposited with the department. The receiver or other liquidating agent shall 18 prepare in duplicate [AND UNDER OATH] a statement containing the names and last 19 known addresses of the persons entitled to the funds [,] and shall file the statement 20 with the department. The department shall handle the funds in accordance with 21 AS 34.45.110 - 34.45.780. 22 * Sec. 28. AS 10.20.036 is amended to read: 23 Sec. 10.20.036. Change of registered office or agent. (a) A corporation, 24 domestic or foreign, may change its registered office, agent, or both, by filing with the 25 department a [VERIFIED] statement signed by the president or the vice-president 26 [VICE PRESIDENT] setting out 27 (1) the name of the corporation; 28 (2) the address of its registered office; 29 (3) the address of its new registered office if the registered office is to 30 be changed; 31 (4) the name of its registered agent;
01 (5) the name of its new registered agent [,] if its registered agent is to 02 be changed; 03 (6) that the change is authorized by resolution of its board of directors. 04 (b) Upon finding that the [VERIFIED] statement complies with this chapter, 05 the commissioner shall file it in the commissioner's office. The change becomes 06 effective when the statement is filed. 07 * Sec. 29. AS 10.20.041(b) is amended to read: 08 (b) The statement in (a) of this section shall be executed by the registered 09 agent in the agent's individual name and, if the agent is a corporation, domestic or 10 foreign, it shall be executed [AND VERIFIED] by its president or a vice-president 11 [VICE PRESIDENT]. The statement shall be delivered to the commissioner who, 12 upon finding that it complies with this chapter, shall file it in the commissioner's 13 office. The change becomes effective when the statement is filed. 14 * Sec. 30. AS 10.20.146 is amended to read: 15 Sec. 10.20.146. Incorporators. Three or more natural persons at least 19 16 years of age may act as incorporators of a corporation by signing [, VERIFYING] and 17 delivering in duplicate to the commissioner articles of incorporation for the 18 corporation. 19 * Sec. 31. AS 10.20.201 is amended to read: 20 Sec. 10.20.201. Execution of restated articles of incorporation. Upon 21 approval, the restated articles of incorporation shall be executed in duplicate by the 22 corporation by its president or a vice-president [VICE PRESIDENT,] and by its 23 secretary or assistant secretary [, AND VERIFIED BY ONE OF THE OFFICERS 24 SIGNING THE ARTICLES]. 25 * Sec. 32. AS 10.20.246 is amended to read: 26 Sec. 10.20.246. Execution and verification of articles of merger or 27 consolidation. Upon approval of the plan of merger or consolidation, articles of 28 merger or articles of consolidation shall be executed in duplicate by each corporation 29 by its president or a vice-president [VICE PRESIDENT] and its secretary or an 30 assistant secretary [, AND VERIFIED BY ONE OF THE OFFICERS OF EACH 31 CORPORATION SIGNING THE ARTICLES].
01 * Sec. 33. AS 10.20.290(e) is amended to read: 02 (e) Following the adoption of a resolution to dissolve, a copy of it executed 03 by the corporation's president or vice-president and a secretary or assistant secretary 04 [AND VERIFIED BY ONE OF THE OFFICERS SIGNING] shall be immediately 05 filed with the commissioner. The resolution must [SHALL] state the number of 06 members and the number of directors voting for and against it. 07 * Sec. 34. AS 10.20.310 is amended to read: 08 Sec. 10.20.310. Articles of dissolution. If voluntary dissolution proceedings 09 have not been revoked, then , after all debts, liabilities , and obligations of the 10 corporation have been paid and discharged, or adequate provision made for payment, 11 and all of the remaining property and assets of the corporation transferred, conveyed , 12 or distributed in accordance with the provisions of this chapter, articles of dissolution 13 shall be executed in duplicate by the corporation by its president or a vice-president 14 [VICE PRESIDENT,] and its secretary or an assistant secretary [, AND VERIFIED BY 15 ONE OF THE OFFICERS SIGNING THE ARTICLES]. The articles of dissolution 16 must set out 17 (1) the name of the corporation; 18 (2) if there are members entitled to vote, 19 (A) a statement setting out the date of the meeting of members 20 at which the resolution to dissolve was adopted, that a quorum was present at 21 the meeting, and that the resolution received at least two-thirds of the votes 22 that [WHICH] members present at the meeting or represented by proxy were 23 entitled to cast ; [,] or 24 (B) a statement that the resolution was adopted by a consent in 25 writing signed by all members entitled to vote; 26 (3) if there are no members, or no members entitled to vote, a 27 statement of the fact, the date of the meeting of the board of directors at which the 28 resolution to dissolve was adopted , and a statement of the fact that the resolution 29 received the vote of a majority of the directors in office; 30 (4) that all debts, obligations, and liabilities of the corporation have 31 been paid and discharged or that adequate provision has been made for the payment;
01 (5) a copy of the plan of distribution, if any, as adopted by the 02 corporation, or a statement that no plan was adopted; 03 (6) that all the remaining property and assets of the corporation have 04 been transferred, conveyed , or distributed in accordance with the provisions of this 05 chapter; 06 (7) that there are no suits pending against the corporation in any court, 07 or that adequate provision has been made for the satisfaction of a judgment, order , or 08 decree that [WHICH] may be entered against it in a pending suit. 09 * Sec. 35. AS 10.20.490 is amended to read: 10 Sec. 10.20.490. Form of application. The application must [SHALL] be on 11 forms prescribed and furnished by the commissioner and shall be executed in duplicate 12 by the corporation [,] by its president or vice-president [VICE PRESIDENT,] and by 13 its secretary or an assistant secretary [, AND VERIFIED BY ONE OF THE 14 OFFICERS SIGNING THE APPLICATION]. 15 * Sec. 36. AS 10.20.520 is amended to read: 16 Sec. 10.20.520. Filing of statement. The statement shall be executed by the 17 corporation [,] by its president or a vice-president [VICE PRESIDENT, AND 18 VERIFIED BY THAT PERSON,] and delivered to the commissioner. Upon finding 19 that the statement conforms to the provisions of this chapter, the commissioner shall 20 file the statement in the commissioner's office, and , upon filing the statement, the 21 change of address of the registered office, or the change of registered agent, or both, 22 becomes effective. 23 * Sec. 37. AS 10.20.570 is amended to read: 24 Sec. 10.20.570. Form of application for withdrawal. The application for 25 withdrawal shall be made on forms prescribed and furnished by the commissioner and 26 shall be executed by the corporation [,] by its president or a vice-president [VICE 27 PRESIDENT] and by its secretary or an assistant secretary, [AND VERIFIED BY 28 ONE OF THE OFFICERS SIGNING THE APPLICATION,] or, if the corporation is 29 in the hands of a receiver or trustee, the application shall be executed on behalf of the 30 corporation by the receiver or trustee [AND VERIFIED BY THE RECEIVER OR 31 TRUSTEE].
01 * Sec. 38. AS 10.20.655(b) is amended to read: 02 (b) The interrogatories shall be answered within 30 days after mailing, or 03 within the additional time fixed by the commissioner, and the answers shall be full and 04 complete, in writing and under penalty of unsworn falsification [OATH]. If the 05 interrogatories are directed to an individual , they shall be answered by that individual 06 [,] and , if directed to a corporation , they shall be answered by the president, vice- 07 president [VICE PRESIDENT], secretary , or assistant secretary of the corporation. 08 * Sec. 39. AS 10.25.480 is amended to read: 09 Sec. 10.25.480. Execution and filing of statement. The statement of change 10 of office or agent shall be executed by the cooperative by its presiding officer [, 11 VERIFIED BY THE PERSON EXECUTING THE STATEMENT,] and directed to 12 the commissioner. If the commissioner finds that the statement conforms to this 13 chapter, the commissioner shall file it in the commissioner's office. Upon the filing, 14 the change of address of the registered office, and the appointment of the registered 15 agent, or both, as the case may be, is effective. 16 * Sec. 40. AS 10.50.060 is amended to read: 17 Sec. 10.50.060. Change of registered office or agent. (a) A limited liability 18 company may change its registered office, agent, or both, by filing with the department 19 a [VERIFIED] signed statement that includes 20 (1) the name of the company; 21 (2) the address of its registered office; 22 (3) the address of its new registered office if the registered office is to 23 be changed; 24 (4) the name of its registered agent; 25 (5) the name of its new registered agent [,] if the registered agent is to 26 be changed; and 27 (6) a statement that the change is authorized by the company's manager, 28 or, if the company is not managed by a manager, by the members. 29 (b) If the department finds that the [VERIFIED] statement complies with this 30 chapter, the department shall file it in the department's office. The change becomes 31 effective when the statement is filed.
01 * Sec. 41. AS 10.50.063(a) is amended to read: 02 (a) A registered agent of a limited liability company may change the location 03 of the agent's office from one address to another in this state. The agent may change 04 the registered office for each company for which the person is acting as registered 05 agent by filing in the department a statement setting out the name of the agent, the 06 address of the agent's office before change, the address to which the office is changed, 07 and a list of companies for which the person is the registered agent. The statement 08 shall be executed by the registered agent in the individual name of the agent or, if the 09 agent is a corporation, it shall be executed [AND VERIFIED] by its president or a 10 vice-president. The statement shall be delivered to the department and the limited 11 liability company and , if the department finds that the statement complies with this 12 chapter, the department shall file it. The change becomes effective when the statement 13 is filed. 14 * Sec. 42. AS 32.05.540(a) is amended to read: 15 (a) A registered limited liability partnership may change its registered office, 16 agent, or both, by filing with the department a [VERIFIED] signed statement that 17 includes 18 (1) the name of the partnership; 19 (2) the address of its registered office; 20 (3) the address of its new registered office if the registered office is to 21 be changed; 22 (4) the name of its registered agent; 23 (5) the name of its new registered agent if the registered agent is to be 24 changed; and 25 (6) a statement that the change was authorized by one or more of the 26 partners. 27 * Sec. 43. AS 32.05.540(c) is amended to read: 28 (c) A registered agent of a limited liability partnership may change the location 29 of the agent's office from one address to another in this state. The agent may change 30 the registered office for each limited liability partnership for which the person is acting 31 as registered agent by filing in the department a statement setting out the name of the
01 agent, the address of the agent's office before change, the address to which the office 02 is changed, and a list of companies for which the person is the registered agent. The 03 statement shall be executed by the registered agent in the individual name of the agent, 04 or, if the agent is a corporation, it shall be executed [AND VERIFIED] by its president 05 or a vice-president. The statement shall be delivered to the department and the limited 06 liability partnership, and, if the department finds that the statement complies with this 07 chapter, the department shall file it. The change becomes effective when the statement 08 is filed. 09 * Sec. 44. AS 32.11.830(b) is amended to read: 10 (b) A limited partnership may change its registered office, registered agent, or 11 both, by filing with the department a [VERIFIED] statement signed by a general 12 partner stating 13 (1) the name of the limited partnership; 14 (2) the address of its registered office; 15 (3) the address of its new registered office if the registered office is 16 being changed; 17 (4) the name of its registered agent; 18 (5) the name of its new registered agent if the registered agent is being 19 changed; and 20 (6) a statement that the change has been approved by all of the general 21 partners. 22 * Sec. 45. AS 34.45.280(b) is amended to read: 23 (b) The report must be made on a form bearing a notice that statements are 24 made under penalty of unsworn falsification [VERIFIED] and must include 25 (1) except with respect to traveler's checks and money orders, the name, 26 if known, and last known address, if any, of each person appearing from the records 27 of the holder to be the owner of property, the value of which is $100 or more, 28 presumed abandoned under AS 34.45.110 - 34.45.430 and other statutes specifically 29 made subject to this reporting requirement; 30 (2) in the case of unclaimed money amounting to $100 or more, held 31 or owing under a life or endowment insurance policy or annuity contract, the full name
01 and last known address of the insured or annuitant and of the beneficiary or other 02 person who is entitled to the proceeds according to the records of the insurance 03 company holding or owing the funds; 04 (3) in the case of the contents of a safe deposit box or other 05 safekeeping repository or of other tangible personal property, a description of the 06 property and the place where it is held and may be inspected by the department [,] and 07 any amounts owing to the holder; 08 (4) the nature and identifying number, if any, or description of the 09 property and the amount appearing from the records to be due; items of value under 10 $100 each may be reported in the aggregate; 11 (5) the date the property became payable, demandable, or returnable, 12 and the date of the last transaction with the apparent owner with respect to the 13 property; and 14 (6) other information that the department prescribes by regulation as 15 necessary for the administration of this chapter. 16 * Sec. 46. AS 34.45.290(a) is amended to read: 17 (a) The department may require a person who has not filed a report under 18 AS 34.45.280 to file a [VERIFIED] report , made under penalty of unsworn 19 falsification, stating whether the person is holding unclaimed property reportable or 20 deliverable under AS 34.45.110 - 34.45.780. 21 * Sec. 47. AS 34.45.320(b) is amended to read: 22 (b) If the owner establishes the right to receive the abandoned property to the 23 satisfaction of the holder before the property has been delivered or if it appears that 24 the presumption of abandonment is erroneous, the holder need not pay or deliver the 25 property to the department, and the property is no longer presumed abandoned. The 26 holder shall file with the department a [VERIFIED] written explanation , made under 27 penalty of unsworn falsification, of the proof of claim or of the error in the 28 presumption of abandonment. 29 * Sec. 48. AS 34.45.380(a) is amended to read: 30 (a) A person, excluding another state, claiming an interest in property paid or 31 delivered to the department may file a claim on a form prescribed by the department
01 and bearing a notice that statements are made under penalty of unsworn 02 falsification [VERIFIED BY THE CLAIMANT]. 03 * Sec. 49. AS 40.21.120 is amended to read: 04 Sec. 40.21.120. Standards of clarity, accuracy, and permanency of copies. 05 When a public officer performing duties under this chapter is required or authorized 06 by law to record, copy, recopy, or replace any public record, the officer may do so by 07 photostatic, photographic, microphotographic, microfilm , or other mechanical or 08 optical disk imaging system process that produces a clear and [,] accurate [AND 09 PERMANENT] copy or reproduction of the original record . If a record is considered 10 to be of permanent or archival value, a reproduction of the record must meet 11 archival standards approved [, IN ACCORDANCE WITH THE LATEST 12 STANDARDS APPROVED FOR THE REPRODUCTION OF PERMANENT 13 RECORDS] by the department. 14 * Sec. 50. AS 40.21.150(5) is amended to read: 15 (5) "record" means any document, paper, book, letter, drawing, map, 16 plat, photo, photographic file, motion picture film, microfilm, microphotograph, 17 exhibit, magnetic or paper tape, punched card, electronic record, or other document 18 of any other material, regardless of physical form or characteristic, developed or 19 received under law or in connection with the transaction of official business and 20 preserved or appropriate for preservation by an agency or a political subdivision, as 21 evidence of the organization, function, policies, decisions, procedures, operations , or 22 other activities of the state or political subdivision or because of the informational 23 value in them; the term does not include library and museum material developed or 24 acquired and preserved solely for reference, historical , or exhibition purposes, extra 25 copies of documents preserved solely for convenience of reference, or stocks of 26 publications and processed documents; 27 * Sec. 51. AS 40.21.150 is amended by adding a new paragraph to read: 28 (8) "electronic record" means any information that is recorded in 29 machine readable form. 30 * Sec. 52. AS 45.50.020 is amended to read: 31 Sec. 45.50.020. Application for registration. Subject to limitations under
01 AS 45.50.010 - 45.50.205, a person who uses a mark in the state may file with the 02 commissioner, on a form furnished by the department and in a manner complying with 03 AS 45.50.010 - 45.50.205, an application for registration of that mark setting out the 04 following information: 05 (1) the name and business address of the registrant and, if the registrant 06 is a 07 (A) corporation, the state of incorporation; or 08 (B) partnership, the state in which the partnership is organized 09 and the names of the general partners; 10 (2) the goods or services on or in connection with which the mark is 11 used, the manner in which the mark is used on or in connection with the goods or 12 services, and the class of the goods or services; 13 (3) the date when the mark was first used anywhere and the date when 14 it was first used in this state by the applicant or a predecessor in interest; 15 (4) a statement that the applicant is the owner of the mark, that the 16 mark is in use, and that, to the knowledge of the individual signing [VERIFYING] the 17 application, no other person has the right to use the mark either in the identical form 18 or in a near resemblance to it as to be likely, when applied to the goods or services 19 of another person, to cause confusion or mistake, or to deceive; and 20 (5) a statement as to whether the applicant, or a predecessor in interest, 21 has filed an application to register the mark, or portions or a composite of the mark, 22 with the United States Patent and Trademark Office, and, if so, information regarding 23 that application, including the filing date and serial number, the status of that 24 application, whether that application was refused registration or otherwise did not 25 result in a registration, and, if so, the reasons that application did not result in a 26 registration. 27 * Sec. 53. AS 45.50.030 is amended to read: 28 Sec. 45.50.030. Form of application. The application shall be signed [AND 29 VERIFIED] by the applicant or by a member of the firm or an officer of the 30 corporation, partnership, or association applying. The application shall be 31 accompanied by three specimens showing the actual use of the mark on or in
01 connection with the goods or services. 02 * Sec. 54. AS 45.50.070(b) is amended to read: 03 (b) An application for renewal of a registration must include a signed 04 [VERIFIED] statement that the mark has been used and is still in use. Three 05 specimens showing actual use of the mark on or in connection with the goods or 06 services shall be submitted with the renewal application. 07 * Sec. 55. AS 45.50.125(a) is amended to read: 08 (a) The name of a registrant or applicant may be changed by filing the change 09 of name with the commissioner on a form furnished by the department that has been 10 signed [AND VERIFIED] by the registrant or applicant and paying a filing fee of $25. 11 The commissioner shall issue in the changed name of a registrant an amended 12 certificate of registration.