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HB 247: "An Act revising the nonprofit corporations code and the religious corporations code; relating to disclosures and reports by certain nonprofit corporations; amending Rules 3, 4, 8, 17, 19, 23.1, 24, 25, 65, 79, and 82, Alaska Rules of Civil Procedure, Rule 803, Alaska Rules of Evidence, and Rules 602 and 609, Alaska Rules of Appellate Procedure; and providing for an effective date."

00HOUSE BILL NO. 247 01 "An Act revising the nonprofit corporations code and the religious corporations 02 code; relating to disclosures and reports by certain nonprofit corporations; 03 amending Rules 3, 4, 8, 17, 19, 23.1, 24, 25, 65, 79, and 82, Alaska Rules of 04 Civil Procedure, Rule 803, Alaska Rules of Evidence, and Rules 602 and 609, 05 Alaska Rules of Appellate Procedure; and providing for an effective date." 06 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 07 * Section 1. AS 10 is amended by adding a new chapter to read: 08 Chapter 21. Alaska Nonprofit Corporation Code. 09 Article 1. Corporate Purposes and Powers. 10  Sec. 10.21.005. Purposes. A domestic corporation may be organized under 11 this chapter for any lawful purpose except for the purposes of banking and insurance. 12 A trade union or other labor organization may be organized under this chapter, but a 13 cooperative corporation, religious corporation, or electric or telephone cooperative may 14 not be organized under this chapter.

01  Sec. 10.21.010. General powers. (a) Subject to the limitations in its articles 02 of incorporation, the provisions of this chapter, and other applicable law, a domestic 03 corporation has all the powers of a natural person to carry out its business activities, 04 including, without limitation, the power 05  (1) to have perpetual succession by its corporate name; 06  (2) to sue and be sued in its corporate name; 07  (3) to adopt a corporate seal and alter it, and use it by having it or a 08 facsimile of it impressed, affixed, or reproduced; 09  (4) to buy, take, receive, lease, or otherwise acquire, own, hold, 10 improve, use, and otherwise deal in real or personal property or an interest in the 11 property, wherever situated; 12  (5) to sell, convey, mortgage, pledge, lease, exchange, transfer, and 13 otherwise dispose of all or a part of its property and assets; 14  (6) to make contracts and incur liabilities, borrow money at reasonable 15 rates of interest as the corporation determines, issue notes, bonds, and other 16 obligations, and secure its obligations by mortgage or pledge of all or any of its 17 property, franchise, and income; 18  (7) to lend money at reasonable rates of interest as the corporation 19 determines for its corporate purposes, invest and reinvest its funds, and take and hold 20 real and personal property as security for the payment of money loaned or invested; 21  (8) to conduct affairs, carry on operations, and have offices and 22 exercise the powers granted by this chapter in a state or in a foreign country; 23  (9) to elect or appoint officers and agents of the corporation and define 24 their duties and fix their compensation; 25  (10) to make and alter bylaws not inconsistent with its articles of 26 incorporation and with the laws of the state for the administration and regulation of 27 the affairs of the corporation; 28  (11) to the extent provided in the articles of incorporation, to donate 29 for the public welfare or for charitable, scientific, or educational purposes, and in time 30 of war, donate to aid war activities; 31  (12) to pay pensions and establish pension plans, pension trusts, and

01 other incentive plans for its directors, officers, and employees; 02  (13) to cease its corporate activities and surrender its corporate 03 franchise; 04  (14) to act as a trustee under a trust incidental to the principal affairs 05 of the corporation, and receive, hold, administer, exchange, and expend money and 06 property subject to the trust; 07  (15) to issue memberships and levy dues, assessments, and admission 08 fees; 09  (16) subject to the provisions of this chapter, to carry on business at 10 a profit and apply the profit to activities in which the corporation may lawfully engage; 11  (17) to have and exercise all powers necessary or convenient to carry 12 out the purposes for which the corporation was organized. 13  (b) As used in (a)(6) of this section, a rate of interest is unreasonable if it is 14 more than a rate that is 15 percentage points above the annual rate charged member 15 banks for advances by the l2th Federal Reserve District that prevailed on the 25th day 16 of the month preceding the commencement of the calendar quarter during which the 17 loan is made. 18  (c) As used in (a)(7) of this section, a rate of interest is unreasonable if it is 19 less than the annual rate charged member banks for advances by the l2th Federal 20 Reserve District that prevailed on the 25th day of the month preceding the calendar 21 quarter during which the loan is made. 22  Sec. 10.21.015. Defense of ultra vires. (a) An act of a domestic corporation 23 or a transfer of real or personal property to or by a domestic corporation, otherwise 24 lawful, is not invalid because the corporation was without capacity or power to do the 25 act or to make or receive the transfer. 26  (b) Notwithstanding (a) of this section, lack of capacity or power may be 27 asserted in an action 28  (1) by a member against the corporation to enjoin the doing of an act 29 or the transfer of real or personal property by or to the corporation; if the unauthorized 30 act or transfer sought to be enjoined is being, or is to be, performed or made under a 31 contract to which the corporation is a party, the court may, if all of the parties to the

01 contract are parties to the action, set aside and enjoin the performance of the contract 02 and, when setting aside and enjoining the performance of the contract, may allow to 03 the corporation or to the other parties to the contract compensation as may be equitable 04 for the loss or damage sustained by any of the parties from the action of the court in 05 setting aside and enjoining the performance of the contract, except that the court may 06 not award anticipated profits to be derived from the contract as a loss or damage 07 sustained; 08  (2) by or in the right of the corporation to obtain a judgment in its 09 favor against an incumbent or former officer or director of the corporation for loss or 10 damage due to that individual's unauthorized act; 11  (3) or in a special proceeding by the commissioner to annul or dissolve 12 the corporation or to enjoin it from the performance of unauthorized acts. 13  (c) This section also applies to contracts and conveyances made by foreign 14 corporations in this state and to conveyances by foreign corporations of real property 15 situated in this state. 16  Sec. 10.21.020. Limitations upon authority of corporate agents. (a) A 17 limitation on the powers of the members, officers, or directors, or on the manner or 18 exercise of their powers, contained in or implied by the articles, bylaws, or action of 19 the board, or by AS 10.21.550 - 10.21.713, may not be asserted as between the 20 corporation or a member and a third person, except in a proceeding 21  (1) by a member or the state to enjoin the doing or continuance of 22 unauthorized business by the corporation, its officers, or its directors in cases where 23 third parties have not acquired rights under AS 10.21.030; 24  (2) to dissolve the corporation; or 25  (3) by the corporation or by a member suing in a representative suit 26 against the officers or directors of the corporation for a violation of the member's, 27 officer's, or director's duty. 28  (b) This section also applies to contracts, undertakings, and conveyances made 29 by foreign corporations in this state and to conveyances by foreign corporations of real 30 property situated in this state. 31  Sec. 10.21.030. Contracts or conveyances binding domestic and foreign

01 corporations. (a) A contract or conveyance made in the name of the corporation that 02 is authorized or ratified by the board, or is done within the scope of the authority, 03 actual or apparent, conferred by the board, or by delegates authorized under 04 AS 10.21.110(1)(J), or within the agency powers of the officers executing it, except 05 as the board's authority is limited by law, binds the corporation, and the corporation 06 acquires rights under the contract, whether the contract is executed or is wholly or 07 partially executory. 08  (b) This section also applies to contracts and conveyances made by foreign 09 corporations in this state and to conveyances by foreign corporations of real property 10 situated in this state. 11 Article 2. Name and Service of Process. 12  Sec. 10.21.050. Corporate name. (a) Unless a domestic corporation is 13 expressly formed exclusively for charitable purposes, a corporate name shall contain 14 the word "corporation," "incorporated," or "limited," or an abbreviation of one of those 15 words. The corporate name may not contain a word or phrase that indicates or implies 16 that the corporation is organized for a purpose other than the purpose contained in its 17 articles. The corporate name may not be the same as, or deceptively similar to, the 18 name of a domestic corporation existing under the laws of this state, the name of a 19 foreign corporation authorized to conduct affairs in this state, or a name that has been 20 reserved or registered as provided in this title. 21  (b) A corporate name may not contain the word "city," "borough," or "village" 22 or otherwise imply that the corporation is a municipality. The name of a city, 23 borough, or village may be used in the corporate name. 24  (c) A person may not adopt a name that contains the word "corporation," 25 "incorporated," or "limited," or an abbreviation of one of these words, unless the 26 person has been issued a certificate of incorporation, or, in the case of a foreign 27 corporation, a certificate of authority, by the commissioner. 28  (d) The corporate name may not contain the following words or phrases or an 29 abbreviation or derivative of them: acceptance, annuity, assurance, bank, bond, 30 casualty, cooperative, endowment, fidelity, finance, fire fighter, guarantee, indemnity, 31 insurance, investment, loan, mortgage, savings, police, trooper, surety, title, trust,

01 underwriter. 02  Sec. 10.21.053. Corporate name; exceptions. (a) The provisions of 03 AS 10.21.050 and 10.21.768 do not 04  (1) prevent a corporation with which another corporation is merged, or 05 that is formed by the consolidation of other corporations, from having the same name 06 as one of the existing corporations involved in the merger or consolidation if, at the 07 time of the merger or consolidation, the existing corporation was existing or authorized 08 under a statute of this state; 09  (2) prevent a foreign corporation from being authorized under a name 10 that is similar to the name of a corporation existing or authorized under a statute of 11 this state if the commissioner finds, upon proof by affidavit or otherwise, that 12  (A) a difference between the names exists in the terms or 13 abbreviations indicating corporate character or otherwise; 14  (B) the applicant has conducted activities as a corporation under 15 the name for not less than 10 consecutive years immediately before the date of 16 its application; 17  (C) the activities to be conducted in this state are not the same 18 as or similar to the business or activities conducted by the corporation with 19 whose name it may conflict; 20  (D) the public is not likely to be confused or deceived; and 21  (E) the applicant agrees in its application for authority to use 22 with its corporate name, in this state, and to be placed immediately under or 23 following the name, the words "a ...(name of jurisdiction of incorporation) 24 corporation." 25  (b) In this section, except as otherwise provided, "corporation" includes 26 both domestic and foreign corporations. 27  Sec. 10.21.055. Reservation of corporate name. The exclusive right to the 28 use of a corporate name may be reserved by a 29  (1) person intending to organize a domestic corporation under this 30 chapter; 31  (2) domestic corporation intending to change its name;

01  (3) foreign corporation intending to apply for a certificate of authority 02 to conduct affairs in this state; 03  (4) foreign corporation authorized to conduct affairs in this state and 04 intending to change its name; 05  (5) person intending to organize a foreign corporation and to have it 06 apply for a certificate of authority to conduct affairs in this state. 07  Sec. 10.21.058. Application to reserve corporate name. Reservation of a 08 corporate name is made by filing an application with the commissioner. If the 09 commissioner finds that the name is available for corporate use and is not a name 10 reserved or registered under AS 10.35, the commissioner shall reserve it for the 11 exclusive use of the applicant for a period of 120 days. 12  Sec. 10.21.060. Transfer of reserved name. The holder of a reserved 13 corporate name may transfer the right to the exclusive use of the corporate name to 14 another person by filing with the commissioner a notice of transfer signed by the 15 holder and specifying the name and address of the transferee. 16  Sec. 10.21.063. Registration of name of foreign corporations. A corporation 17 organized and existing under the laws of any state may register its corporate name if 18 the name is not the same as, or deceptively similar to, the name of a domestic 19 corporation, the name of a foreign corporation authorized to conduct affairs in this 20 state, or a corporate name reserved or registered under AS 10.35. 21  Sec. 10.21.065. Use of same or deceptively similar name. Incorporation, 22 obtaining a certificate of authority by a foreign corporation, or registration of a 23 corporate name gives the exclusive right to the use of the name. The person who has 24 incorporated, received a certificate of authority, or registered a corporate name under 25 this chapter may enjoin the use of the same name or a deceptively similar name and 26 has a cause of action for damages against a person who uses the same name or 27 deceptively similar name. 28  Sec. 10.21.068. Procedure for registration of corporate name. Registration 29 of a corporate name is made by filing with the commissioner 30  (1) an application for registration executed by an officer of the 31 corporation setting out the name of the corporation, the state under the laws of which

01 it is incorporated, the date of incorporation, a statement that it is conducting affairs, 02 and a brief statement of its corporate purposes; and 03  (2) a certificate from an official of the state where the corporation is 04 organized who has custody of the records pertaining to corporations stating that the 05 corporation is in good standing under the laws of that state. 06  Sec. 10.21.070. Fee for and duration of registered name. (a) The 07 department shall establish by regulation the fee for registration of a corporate name. 08  (b) The registration is effective until the close of the calendar year in which 09 the application for registration is filed unless terminated earlier by involuntary 10 dissolution in accordance with AS 10.21.550 - 10.21.713. 11  Sec. 10.21.073. Renewal of registered name. A foreign corporation that has 12 registered its corporate name may renew the registration each year by (1) filing an 13 application for renewal setting out the facts required in an original application for 14 registration; (2) filing a certificate of good standing required for an original 15 registration; and (3) paying a fee established by the department by regulation. An 16 application for renewal shall be filed between October 1 and December 31 in each 17 year. The renewal extends the registration for the following calendar year. 18  Sec. 10.21.075. Registered office and registered agent. A domestic 19 corporation shall continuously maintain in this state a registered agent and a registered 20 office. The registered office may be the same as the principal office of the 21 corporation. The registered agent may be either an individual resident of this state 22 whose business office is the same as the registered office, or a domestic or foreign 23 corporation authorized to conduct affairs in this state whose principal office is the 24 same as the registered office. 25  Sec. 10.21.080. Filing list of registered corporations with superior court. 26 The commissioner shall file a list of the name of each domestic and authorized foreign 27 corporation, and the name and address of the registered agent of each domestic and 28 authorized foreign corporation, with the superior court of each judicial district. The 29 commissioner shall provide a weekly update of the list indicating additions, deletions, 30 and changes by mechanical or electronic means that can be reduced to legible written 31 copy. The commissioner shall make the list and weekly updates available to the public

01 for a fee established by the department by regulation. The commissioner shall publish 02 an updated compilation of the entire list at least once each year. 03  Sec. 10.21.083. Change of registered office; change or resignation of 04 registered agent. (a) A corporation may change its registered office or its registered 05 agent, or both, by filing with the commissioner a verified statement setting out 06  (1) the name of the corporation; 07  (2) the address of its registered office; 08  (3) the address of the proposed registered office if the address of its 09 registered office is to be changed; 10  (4) the name of its registered agent; 11  (5) the name of its successor registered agent if its registered agent is 12 to be changed; and 13  (6) a statement that the change is authorized by resolution adopted by 14 its board of directors. 15  (b) The commissioner shall file the verified statement if the statement complies 16 with this chapter. The change becomes effective when the statement is filed. 17  (c) A registered agent may resign by filing a written notice, executed in 18 duplicate, with the commissioner. The written notice of resignation must set out the 19 latest address of the principal office of the corporation and the names, addresses, and 20 titles of the most recent officers of the corporation known to the agent. The 21 commissioner shall immediately mail a copy of the notice to the corporation at its 22 principal office. The resignation becomes effective 30 days after the filing of the 23 written notice or upon the appointment of a new agent by the corporation, whichever 24 is sooner. 25  Sec. 10.21.088. Service of process on corporation. (a) The registered agent 26 of a domestic corporation is an agent upon whom process, notice, or demand required 27 or permitted by law to be served upon the corporation may be served. 28  (b) If a domestic corporation fails to appoint or maintain a registered agent in 29 the state, or its registered agent cannot with reasonable diligence be found at the 30 registered office, the commissioner is an agent of the corporation upon whom the 31 process, notice, or demand may be served. A person may serve the commissioner

01 under this subsection by 02  (1) serving on the commissioner or the director of the division of 03 banking, securities, and corporations in the department a copy of the process, notice, 04 or demand, with any papers required by law to be delivered in connection with the 05 service, and a fee established by the department by regulation; 06  (2) sending to the corporation being served, by registered mail, a notice 07 that service has been made on the commissioner under this subsection and a copy of 08 the process, notice, or demand and accompanying papers; notice to the corporation 09 shall be sent to 10  (A) the last registered office of the corporation as shown by the 11 records on file in the office of the commissioner; 12  (B) an address, the use of which the person initiating the 13 proceedings knows or, on the basis of reasonable inquiry, has reason to believe 14 is most likely to result in actual notice; and 15  (3) filing with the appropriate court or other body, as part of the return 16 of service, the return receipt of mailing and an affidavit of the person initiating the 17 proceedings that this section has been complied with. 18  (c) The department shall keep a record of processes, notices, and demands 19 served on the commissioner under this section. 20  (d) This section does not limit or affect the right to serve process, notice, or 21 demand on a corporation in any other manner permitted by law. 22 Article 3. Formation of Corporations. 23  Sec. 10.21.100. Incorporators. Three or more natural persons at least 18 24 years of age may act as incorporators of a domestic corporation by signing, verifying, 25 and delivering in duplicate to the commissioner articles of incorporation for the 26 corporation. 27  Sec. 10.21.105. Articles of incorporation. (a) The articles of incorporation 28 must set out 29  (1) the name of the corporation; 30  (2) the purpose or purposes for which the corporation is organized, 31 which may be stated to be, or to include, the conduct of any or all lawful affairs for

01 which corporations may be incorporated under this chapter; 02  (3) the address of its initial registered office in this state, and the name 03 of its initial registered agent at that address; 04  (4) the name and address of each incorporator; 05  (5) a statement either that 06  (A) "This corporation is a nonprofit mutual benefit corporation, 07 is not expressly formed for a public or charitable purpose, will not, or is not 08 reasonably expected to, derive in excess of 10 percent of its annual income 09 from donations, and will have voting members."; or 10  (B) "This corporation is a nonprofit public benefit corporation 11 formed for the following charitable or public purposes. . . ."; 12  (6) the name and address of each alien affiliate or a statement that there 13 are no alien affiliates. 14  (b) It is not necessary to set out in the articles of incorporation the corporate 15 powers enumerated in this chapter. 16  (c) A provision of the articles of incorporation that is inconsistent with a bylaw 17 is controlling, notwithstanding the bylaw. 18  (d) A change in the number of directors made by amendment to the bylaws 19 is controlling unless the articles of incorporation provide that a change in the number 20 of directors may be made only by amendment to the articles. 21  Sec. 10.21.110. Articles of incorporation: optional provisions. The articles 22 of incorporation may set out 23  (1) any of the following provisions, which are not effective unless 24 expressly stated in the articles: 25  (A) a provision stating special qualifications of persons who 26 may be members; 27  (B) a provision limiting the duration of the corporation's 28 existence to a specified date; 29  (C) a provision requiring, for any or all corporate actions, 30 except as provided in AS 10.21.375, 10.21.553, and 10.21.633, the vote of a 31 larger proportion or of all of the members, or of a class, or the vote or quorum

01 for taking action of a larger proportion or of all of the directors, than is 02 otherwise required by this chapter; 03  (D) a provision fixing a quorum of members other than a 04 majority of the members entitled to vote, but the quorum may not be less than 05 10 percent of the members entitled to vote at a meeting; 06  (E) a provision limiting or restricting the affairs in which the 07 corporation may engage or the powers that the corporation may exercise, or 08 both; 09  (F) a provision creating two or more classes of members, and 10 specifying the rights, privileges, restrictions, and conditions attaching to each 11 class; 12  (G) a provision allowing a member or a group or class of 13 members to have more or less than one vote, or no vote, in any or all elections 14 or other matters presented to the members for a vote; 15  (H) a provision conferring upon members the right to determine 16 the consideration for which memberships may be issued; 17  (I) a provision requiring the approval of the members or the 18 approval of a majority of all members for any corporate action, even though 19 not otherwise required by this chapter; 20  (J) a provision that confers or imposes the powers, duties, 21 privileges, and liabilities of directors under AS 10.21.350 upon delegates; 22  (K) a provision that the notice regarding the annual report to 23 members required by AS 10.21.310 may not include a postage prepaid form for 24 use by the member in making a written request; 25  (L) a provision that there will be a charge for sending the 26 annual report to a member making a request under AS 10.21.310; 27  (2) the names and addresses of the persons appointed to act as initial 28 directors; 29  (3) any other provision that does not conflict with law and that 30 regulates internal affairs and the conduct of the affairs of the corporation, including a 31 provision that is required or permitted by this chapter to be stated in the bylaws.

01  Sec. 10.21.112. Provisions considered to be in articles of incorporation by 02 operation of law. (a) The articles of incorporation of every nonprofit corporation that 03 is a private foundation are considered to contain provisions prohibiting the corporation 04 from 05  (1) engaging in an act of self-dealing that would result in liability for 06 tax imposed by 26 U.S.C. 4941(a) (Internal Revenue Code); 07  (2) retaining excess business holdings that would result in liability for 08 the tax imposed by 26 U.S.C. 4943(a) (Internal Revenue Code); 09  (3) making an investment that, under 26 U.S.C. 4944 (Internal Revenue 10 Code), would jeopardize the carrying out of any of its exempt purposes and that would 11 result in liability for the tax imposed by 26 U.S.C. 4944(a) (Internal Revenue Code); 12 and 13  (4) making taxable expenditures that would result in liability imposed 14 by 26 U.S.C. 4945(a) (Internal Revenue Code). 15  (b) The articles of incorporation of every nonprofit corporation that is a private 16 foundation are considered to contain a provision requiring the corporation to distribute 17 for the purposes specified in its articles of incorporation for each taxable year amounts 18 at least sufficient to avoid liability for the tax imposed by 26 U.S.C. 4942(a) (Internal 19 Revenue Code). 20  (c) A nonprofit corporation may at any time amend its articles of incorporation 21 or other instrument governing the corporation by any amendment process that is 22 authorized to it under this chapter to provide that some or all provisions of (a) and (b) 23 of this section do not apply to the corporation. 24  (d) In this section, a reference to a section of the Internal Revenue Code 25 includes the section as later amended. 26  (e) In this section, 27  (1) "excess business holdings" has the meaning given in 26 U.S.C. 28 4943(c) (Internal Revenue Code); 29  (2) "private foundation" has the meaning given in 26 U.S.C. 509 30 (Internal Revenue Code); 31  (3) "self-dealing" has the meaning given in 26 U.S.C. 4941(d) (Internal

01 Revenue Code); 02  (4) "taxable expenditures" has the meaning given in 26 U.S.C. 4945(d) 03 (Internal Revenue Code). 04  Sec. 10.21.115. Filing of articles of incorporation. Duplicate originals of the 05 articles of incorporation shall be delivered to the commissioner for processing under 06 AS 10.21.905 and for issuance of a certificate of incorporation. 07  Sec. 10.21.117. Disclosure of corporate activities. A person presenting 08 articles of incorporation under AS 10.21.115 shall deliver with the articles a separate 09 statement of the codes from the identification codes established under AS 10.06.870 10 that most closely describe the activities in which the corporation will initially engage. 11  Sec. 10.21.120. Effect of issuance of certificate of incorporation. (a) The 12 corporate existence begins upon the issuance of the certificate of incorporation. 13  (b) The certificate of incorporation is conclusive evidence that all conditions 14 precedent required to be performed by the incorporators have been satisfied and that 15 the corporation has been incorporated. 16  (c) Issuance of the certificate does not affect the right of the state to bring a 17 proceeding to cancel or revoke the certificate of incorporation or for involuntary 18 dissolution of the corporation. 19  (d) The doctrines of de jure compliance, de facto corporations, and 20 corporations by estoppel are abolished. 21  Sec. 10.21.125. Liability for assumption of purported powers of nonexistent 22 corporation. Persons who act as a corporation that has not been issued a certificate 23 of incorporation under AS 10.21.120 are jointly and severally liable for debts and 24 liabilities incurred or arising as a result of that action. 25  Sec. 10.21.130. Organizational meeting. After the issuance of a certificate 26 of incorporation, an organizational meeting of either the incorporators or the board of 27 directors named in the articles of incorporation shall be held either inside or outside 28 the state at the call of the majority of the incorporators or directors named in the 29 articles of incorporation for the purposes of adopting bylaws, electing directors if none 30 have been named in the articles, electing officers, and transacting other business that 31 may come before the meeting. The persons calling the meeting shall give at least 20

01 days' notice of the meeting by mail to each incorporator or director named. The 02 notice must state the time and place of the meeting. 03  Sec. 10.21.135. Power of incorporators before election of directors. If 04 initial directors are not named in the articles, the incorporator or incorporators may do 05 whatever is necessary and proper to perfect the organization of the corporation until 06 the directors are elected, including the adoption and amendment of bylaws of the 07 corporation and the election of directors. 08  Sec. 10.21.140. Adoption, amendment, or repeal of bylaws. Bylaws may 09 be adopted, amended, or repealed either by approval of a majority of all members or 10 by approval of the board, except as provided in AS 10.21.145. In the case of mutual 11 benefit corporations, the articles may restrict or eliminate the power of the board to 12 adopt, amend, or repeal bylaws. 13  Sec. 10.21.145. Number of directors and other content of bylaws. (a) 14 Unless a provision is contained in the articles, the bylaws shall state the number of 15 directors of the corporation or that the number of directors may not be less than a 16 stated number or more than a stated number, with the exact number of the directors 17 to be fixed within the limits specified by approval of the board or the members in the 18 manner provided in the bylaws. The stated maximum number of directors may not be 19 greater than a number that equals one less than two times the stated minimum number, 20 and the minimum number of directors may not be less than three. If the articles 21 provide for the number of directors, the number of directors may only be changed by 22 an amendment to the articles. 23  (b) In the case of a domestic corporation having members with voting rights, 24 a bylaw specifying or changing a fixed number of directors or the maximum or 25 minimum number of directors or changing from a fixed to a variable board, or vice 26 versa, may only be adopted by approval of a majority of all members. 27  (c) Notwithstanding (b) of this section, a bylaw or an amendment of the 28 articles reducing the fixed or minimum number of directors to a number less than five 29 may not be adopted if the number of votes cast against its adoption at a meeting or the 30 number of members not consenting in the case of action by written consent is more 31 than one-sixth of the members entitled to vote.

01  (d) Unless a provision is contained in the articles, the bylaws of a domestic 02 corporation with 5,000 or more members must set a date for the close of the 03 nominations for the board as provided in AS 10.21.245. 04  (e) The bylaws may contain any provision that does not conflict with law or 05 the articles and that is for the regulation of the internal affairs or for the conduct of 06 the affairs of the corporation, including 07  (1) a provision described in AS 10.21.110(2); 08  (2) the time, place, and manner of calling, conducting, and giving 09 notice of meetings of members, directors, and committees; 10  (3) the manner of execution, revocation, and use of proxies; 11  (4) the qualifications, duties, and compensation of directors; the time 12 of their annual election; and the requirements of a quorum for director and committee 13 meetings; 14  (5) the appointment and authority of committees of the board; 15  (6) the appointment, duties, compensation, and tenure of officers; 16  (7) the method of determining membership in the corporation; and 17  (8) the making of annual reports and financial statements to the 18 members. 19  Sec. 10.21.150. Location and inspection of bylaws. A corporation shall keep 20 at its principal executive office in this state or, if its principal executive office is not 21 in this state, at its principal office in this state, the original or a copy of its bylaws 22 with amendments to date, which must be open to inspection by the members at all 23 reasonable times during office hours. If the principal executive office of the 24 corporation is outside this state and the corporation does not have a principal office 25 in this state, it shall, upon a written request of a member, furnish to that member a 26 copy of the bylaws with amendments to date. 27 Article 4. Corporate Finance. 28  Sec. 10.21.155. Authorized dues, assessments, or fees. (a) A domestic 29 corporation may levy dues, assessments, or fees on its members as provided in its 30 articles or bylaws. A member, upon learning of the levy, may avoid liability for dues, 31 assessments, or fees by promptly resigning from membership unless the member is,

01 by contract or otherwise, liable for the payment of the dues, assessment, or fee. A 02 provision of the articles or bylaws authorizing dues, assessments, or fees does not 03 alone create liability of a member for the payment of the dues, assessment, or fee. 04  (b) Dues, assessments, or fees levied as provided in (a) of this section must 05 be uniform for all members except that a corporation having two or more classes of 06 members may levy dues, assessments, or fees that are only uniform as to all members 07 of a class. 08  Sec. 10.21.160. Bonds. (a) A domestic corporation may issue bonds only in 09 exchange for money or other tangible property, intangible property, labor, or services, 10 and only if the money, property, labor, or services have actually been received by or 11 performed for the corporation or for its benefit. 12  (b) The holder of bonds issued or to be issued by the corporation may inspect 13 the corporate books and records. 14  Sec. 10.21.165. Limitation on access to nondebt capital. A domestic 15 corporation may not issue stock or capital certificates, or enter into similar agreements 16 that provide the corporation with access to capital, without a fixed obligation to repay 17 the source. 18  Sec. 10.21.170. Income from corporate activities. (a) If the lawful activities 19 of a domestic corporation involve the charging of fees or prices for its services or 20 products, the corporation may receive this income and make an incidental profit from 21 this income. 22  (b) All incidental profits described in (a) of this section shall be applied to the 23 maintenance, expansion, or operation of the lawful activities of the corporation and 24 may not be divided or distributed in any manner among the members, directors, or 25 officers of the corporation. 26  Sec. 10.21.175. Restriction on accumulation of surplus current assets. (a) 27 Notwithstanding another provision of this chapter or other law, a domestic corporation 28 may not accumulate from any source current assets in excess of its current liabilities 29 and a reasonable reserve for planning. 30  (b) Current assets are presumed to be in excess of the amount permitted under 31 (a) of this section if they exceed 50 percent of the larger of either the corporate

01 expenditures in the preceding year or the average corporate expenditures for the five 02 immediately preceding years. 03  (c) A violation of this section is an ultra vires corporate activity with the 04 consequences provided under AS 10.21.015(b). 05  (d) In this section, 06  (1) "current assets" means cash, inventory, and receivables from any 07 source, and includes the yield on investment in assets or obligations unrelated to the 08 purpose of the corporation stated in the articles; 09  (2) "current liabilities" means 10  (A) in the case of a public benefit corporation, the recurrent and 11 anticipated expenses that further the purposes stated in the articles; 12  (B) in the case of a mutual benefit corporation, the recurrent 13 and anticipated expenses that further the purposes stated in the articles or by 14 board resolution. 15  Sec. 10.21.180. Distribution to members prohibited. (a) A domestic 16 corporation may not make a distribution to members. 17  (b) If allowed by its articles or bylaws, a mutual benefit corporation may 18 provide services or goods to members without charge or at a charge that the board 19 determines is appropriate. 20  (c) In this section, "distribution to members" means the distribution by a 21 corporation to its members of gains, profits, dividends, or anything sufficient to 22 constitute consideration for a contract by the corporation to its members. 23  Sec. 10.21.185. Donations held in charitable trust. (a) A domestic 24 corporation shall hold in a charitable trust donations received by the domestic 25 corporation. 26  (b) In the absence of a written agreement between a donor and a public benefit 27 corporation defining the terms of the charitable trust, acceptance of 28  (1) an unsolicited donation by the corporation implies as a term of the 29 trust that the donation shall be applied to the public or charitable purposes stated in 30 the articles of the corporation at the time of the donation or as amended in conformity 31 with AS 10.21.453(b) and may not be used for another purpose;

01  (2) a solicited donation by the corporation implies as a term of the trust 02 that the donation shall be applied to the purpose stated in the solicitation and may not 03 be used for another purpose. 04  (c) In the absence of a written agreement between a donor and a mutual 05 benefit corporation defining the terms of the charitable trust, acceptance of 06  (1) an unsolicited donation by the corporation implies as a term of the 07 trust that the donation shall be used for the purposes stated in the articles of the 08 corporation at the time of the donation or as amended in conformity with 09 AS 10.21.453(b) and may not be used for another purpose; 10  (2) a solicited donation by the corporation implies as a term of the trust 11 that the donation shall be used for the purpose stated in the solicitation and may not 12 be used for another purpose. 13  (d) A foreign corporation shall hold in a charitable trust donations received by 14 the foreign corporation from sources in this state. In the absence of a written 15 agreement between a donor and a foreign corporation defining the terms of the 16 charitable trust, acceptance of a donation by the corporation implies as a term of the 17 trust that the donation shall be used for the purposes stated in the solicitation and in 18 the articles of the corporation at the time of solicitation and may not be used for 19 another purpose. 20  Sec. 10.21.190. Action to remedy breach of charitable trust. (a) 21 Notwithstanding AS 10.21.015, the following persons may bring an action to enjoin, 22 correct, obtain damages for, or otherwise remedy a breach of a charitable trust 23 established under AS 10.21.185: 24  (1) the corporation or a member in the name of the corporation as 25 provided in this chapter; 26  (2) an officer of the corporation; 27  (3) a director of the corporation; 28  (4) a donor or a person with a reversionary, contractual, or other 29 property interest in the assets subject to the charitable trust; or 30  (5) the commissioner. 31  (b) The plaintiff shall give notice to the commissioner of an action under (a)

01 of this section, and the commissioner may intervene in the action. 02  (c) A plaintiff under this section who succeeds on the merits is entitled to 03 reasonable attorney fees and costs of litigation, including costs incurred in discovery. 04  (d) The rights and remedies prescribed by this section are cumulative and in 05 addition to other rights or remedies available to a donor against a donee corporation 06 or an officer, a director, or a member of a donee corporation. 07  Sec. 10.21.193. Disposition of assets in regular course of activities; 08 mortgage or pledge of assets. (a) The sale, lease, exchange, or other disposition of 09 all, or substantially all, of the property and assets of a domestic corporation in the 10 usual and regular course of its activities, and the mortgage or pledge of property and 11 assets, whether or not in the usual and regular course of its activities, may be made 12 on terms and conditions and for consideration as approved by a majority of the entire 13 board and approved by the members. 14  (b) This section and the other provisions of this chapter do not authorize a 15 sale, lease, exchange, or disposition prohibited by 16  (1) another law, including the law of trusts, charitable trusts, or 17 contracts; or 18  (2) the articles or bylaws. 19  Sec. 10.21.195. Disposition of all or substantially all assets not in regular 20 course of activities. (a) A sale, lease, exchange, or other disposition of all, or 21 substantially all, of the assets of a domestic corporation other than in the regular 22 course of its activities may be made in the following manner: 23  (1) if there are members entitled to vote on the disposition, the board 24 shall adopt a resolution recommending the sale, lease, exchange, or other disposition; 25 the resolution shall state the terms and conditions of the proposed transaction, 26 including the consideration to be received by the corporation, the eventual disposition 27 to be made of the consideration, and a statement indicating whether the dissolution of 28 the corporation is or is not contemplated; the resolution shall be submitted to a vote 29 at an annual or special meeting of members entitled to vote on the resolution; written 30 notice of the meeting shall be given to each member and bond holder, whether or not 31 entitled to vote, not less than 20 days before the meeting in the manner provided in

01 this chapter for the giving of notice of meetings of members; the notice must state that 02 the purpose, or one of the purposes, of the meeting is to consider a proposed sale, 03 lease, exchange, or other disposition of the assets of the corporation, and, in the case 04 of a mutual benefit corporation, the notice must include a copy of AS 10.21.530 and 05 10.21.533 concerning the rights of a dissenting member; 06  (2) a mutual benefit corporation shall take a vote of the members at a 07 meeting properly noticed under this section on a sale, lease, exchange, or other 08 disposition recommended by the board; the transaction is approved if the 09 recommendation of the board receives the affirmative vote of at least two-thirds of all 10 the members entitled to vote on the recommendation, unless a class of members is 11 entitled to vote as a class, in which case the transaction is approved if it receives the 12 affirmative vote of at least two-thirds of all members of that class and of the total 13 number of members entitled to vote; members may alter the terms of a proposed sale, 14 lease, exchange, or other disposition and may authorize the board to modify the terms 15 and conditions by a vote sufficient to approve the transaction; a sale, lease, exchange, 16 or other disposition, as modified by the members, is approved when those terms have 17 been adopted by a majority of the board; 18  (3) a public benefit corporation or a foreign corporation shall take a 19 vote of the members at a meeting properly noticed under this section on the 20 recommended sale, lease, exchange, or other disposition recommended by the board; 21 the transaction is approved if the recommendation of the board receives the approval 22 of the members, unless a class of members is entitled to vote as a class, in which case 23 the transaction is approved if it is approved by both the members of the class and the 24 members of the corporation; the members may alter the terms of a proposed sale, 25 lease, exchange, or other disposition and may authorize the board to modify the terms 26 and conditions by a vote sufficient to approve the transaction; a sale, lease, exchange, 27 or other disposition, as modified by the members, is approved when those terms have 28 been adopted by a majority of the board; 29  (4) if there are no members entitled to vote on a disposition of 30 corporate assets under this section, a sale, lease, exchange, or other disposition may 31 be authorized by the vote of at least two-thirds of the entire board, except that, if there

01 are 21 or more directors, the vote of a majority of the entire board is sufficient to 02 authorize a disposition of corporate assets. 03  (b) If a corporation is, or would be if formed under this chapter, a public 04 benefit corporation, a sale, lease, exchange, or other disposition is subject to approval 05 by the commissioner under AS 10.21.198. If the corporation is, or would be if formed 06 under this chapter, a mutual benefit corporation, and if it holds assets in charitable 07 trust, it shall give written notice to the commissioner not less than 30 days before a 08 sale, lease, exchange, or other disposition under this section unless the commissioner 09 has given the corporation a written waiver of this notice requirement as to the 10 particular transaction. 11  (c) After authorization and, when required, approval of the commissioner, the 12 board in its discretion may abandon a sale, lease, exchange, or other disposition of 13 assets subject to the rights of third parties under any contract without further action or 14 approval. 15  (d) The provisions of this section apply to a foreign corporation to the extent 16 that it holds 17  (1) assets in charitable trust under AS 10.21.185; or 18  (2) an interest in real property situated in this state. 19  Sec. 10.21.198. Petition for approval by commissioner. (a) A domestic or 20 foreign corporation required by law to obtain the approval of the commissioner to sell, 21 lease, exchange, or otherwise dispose of all or substantially all of its assets shall 22 submit a verified petition to the commissioner that must set out 23  (1) the name of the corporation and the law under which it was 24 incorporated; 25  (2) the names of the directors and principal officers of the corporation 26 and their places of residence; 27  (3) the activities of the corporation; 28  (4) a description, which may be contained in a schedule attached to the 29 petition, of the assets to be sold, leased, exchanged, or otherwise disposed of; a 30 statement of the face value of those assets; and the amount of the corporation's debts 31 and liabilities, including the manner by which they are secured;

01  (5) the consideration to be received by the corporation, the proposed 02 disposition of that consideration, and a statement that the dissolution of the corporation 03 is or is not contemplated; 04  (6) a concise statement of the reasons why the purposes of the 05 corporation or the interests of its members will be promoted by the sale, lease, 06 exchange, or other disposition of the assets of the corporation; 07  (7) a statement that the sale, lease, exchange, or disposition of 08 corporate assets has been recommended or authorized by a vote of the directors at a 09 meeting duly called and held, as shown in a schedule attached to the petition setting 10 out a copy of the resolution granting the authority, including the results of the vote on 11 the resolution; 12  (8) if the consent of the members of the corporation is required by law, 13 a statement that the consent is given, as shown in a schedule attached to the petition 14 setting out a copy of the consent adopted at a meeting of members duly called and 15 held and a statement of the vote on the consent; and 16  (9) a request for approval to sell, lease, exchange, or otherwise dispose 17 of all or substantially all, of the assets of the corporation as set out in the petition. 18  (b) The commissioner may, in the commissioner's discretion, order that the 19 notice of the petition be given personally or by mail to any person interested in the 20 petition as member, officer, or creditor of the corporation. The notice must state that 21 written consent or objections to the petition will be received by the commissioner until 22 a specified date that may not be less than 30 days from the date of the notice. An 23 interested person, whether or not formally notified, may file written comments or 24 objections to the petition. The commissioner shall consider comments if they are filed 25 within the time permitted under the notice or, if notice has not been given by the 26 commissioner, within 30 days from the presentation of the petition to the 27 commissioner. 28  (c) If the corporation is insolvent or if its assets are insufficient to liquidate 29 its debts and liabilities in full, the approval of the commissioner may not be given 30 unless all the creditors of the corporation have been served, personally or by mail, with 31 a notice of the proposed distribution and have been given the period for comment or

01 objection permitted under (b) of this section. 02  (d) If the commissioner determines that the purposes of the corporation or the 03 interests of the members will be reasonably served, the commissioner may authorize 04 the sale, lease, exchange, or other disposition of all or substantially all of the assets of 05 the corporation, as described in the petition, for the consideration and on the terms the 06 commissioner prescribes. The commissioner's order shall direct how to dispose of the 07 consideration to be received by the corporation. 08  (e) A party aggrieved by an order of the commissioner under (d) of this 09 section may appeal the order to the superior court. Judicial review of an order issued 10 under (d) of this section is limited to the issue of whether or not the order is an abuse 11 of discretion. 12 Article 5. Members. 13  Sec. 10.21.200. Members; admission of members; corporations without 14 members. (a) A domestic corporation may admit persons to membership as provided 15 in its articles or bylaws or may provide in its articles or bylaws that it will not have 16 members. In the absence of a provision in its articles or bylaws providing for 17 members, a domestic corporation may not have members. 18  (b) In the case of a domestic corporation without members, 19  (1) an action that would otherwise require approval by a majority of 20 all members or approval by the members requires only approval of the board, 21 notwithstanding a provision of the articles, bylaws, or this chapter; 22  (2) rights that would otherwise vest in the members vest in the 23 directors. 24  Sec. 10.21.203. Consideration for membership. (a) Subject to the articles 25 or bylaws, a membership may be issued by a domestic corporation for no consideration 26 or for a consideration as determined by the board. 27  (b) Except as provided in (d) of this section and subject to AS 10.21.165, a 28 membership issued as provided in this section is a fully paid membership and is not 29 liable for any further call, and the member is not liable for further payment for the 30 membership. 31  (c) In the absence of fraud in the transaction, the judgment of the directors as

01 to the value of the consideration for a membership is conclusive. 02  (d) A domestic corporation may issue all or part of its memberships as partly 03 paid and subject to call for the remainder of the consideration to be paid for the 04 membership. 05  Sec. 10.21.205. Multiple and fractional memberships. (a) Except as 06 provided in this section, a person may not hold a fractional membership or more than 07 one membership. 08  (b) Two or more persons may have an indivisible interest in a single 09 membership if authorized by the articles or bylaws, subject to AS 10.21.278. 10  (c) A person may hold membership in more than one class if the articles or 11 bylaws provide for classes of membership and permit a person to be a member of 12 more than one class. 13  (d) In the case of membership in a homeowners' association, the articles or 14 bylaws may permit a person who owns an interest or who has a right of exclusive 15 occupancy in more than one lot, parcel, area, apartment, or unit to hold a separate 16 membership in the homeowners' association for each lot, parcel, area, apartment, or 17 unit. 18  Sec. 10.21.208. Transfer and cancellation of membership certificates and 19 identity cards of mutual benefit corporations. (a) A mutual benefit corporation 20 may issue membership certificates and identity cards or similar devices to members 21 that serve to identify members qualifying to use facilities or services of the 22 corporation. 23  (b) A membership certificate issued by a mutual benefit corporation must state 24 on the certificate 25  (1) that the corporation is a nonprofit mutual benefit corporation that 26 may not make distributions to its members except upon dissolution, or, if the articles 27 provide that it may not make a distribution to its members, that it may not make a 28 distribution to its members; 29  (2) that restrictions on the transferability of membership, if any, are on 30 file with the secretary of the corporation and that the records containing the restrictions 31 are open for inspection by a member on the same basis as the records of the

01 corporation; and 02  (3) if applicable, that the membership has been issued as partly paid 03 and is subject to call for the remainder of the consideration. 04  (c) If a membership certificate of a mutual benefit corporation is transferable 05 only with consent of the corporation, or if there are no membership certificates, then, 06 notwithstanding (b)(2) of this section, the corporation may, or if there are no 07 membership certificates the corporation shall, give notice to a transferee, within a 08 reasonable time after the corporation is first notified of the proposed transfer and 09 before the membership is transferred on the books and records of the corporation, of 10 the information that would otherwise be provided under (b)(2) of this section. 11  (d) If the articles or bylaws of a mutual benefit corporation are amended so 12 that a statement required by (b) of this section is no longer accurate, the board shall 13 cancel the outstanding certificates and issue new certificates conforming to the article 14 or bylaw amendments. 15  (e) If new membership certificates are issued under (d) of this section, the 16 board shall order holders of outstanding certificates to surrender and exchange them 17 for new certificates within a reasonable time fixed by the board. The board may 18 further provide that the holder of a certificate that the board has ordered to be 19 surrendered is not entitled to exercise a right of membership until the certificate is 20 surrendered and exchanged. The rights of a member may be suspended only after 21 notice of the order is given to the holder of the certificate and only until the certificate 22 is exchanged. The duty to surrender an outstanding certificate may also be enforced 23 by court action. 24  Sec. 10.21.210. Issuance of new membership certificate for lost, stolen, or 25 destroyed certificate. (a) A mutual benefit corporation may issue a new membership 26 certificate in place of a certificate that is lost, stolen, or destroyed. The corporation 27 may require the owner of the lost, stolen, or destroyed certificate or the owner's legal 28 representative to give the corporation a bond or other adequate security sufficient to 29 indemnify the corporation against a claim that may be made against the corporation 30 because of the loss, theft, or destruction of a certificate or the issuance of a new 31 certificate.

01  (b) If a mutual benefit corporation refuses to issue a new membership 02 certificate in place of a certificate alleged to have been lost, stolen, or destroyed, the 03 owner of the lost, stolen, or destroyed certificate may bring an action in the superior 04 court for an order requiring the corporation to issue a new certificate. 05  Sec. 10.21.213. Persons admitted to membership. (a) Except as provided 06 in (b) of this section or in its articles or bylaws, a corporation may admit any person 07 to membership. 08  (b) A corporation may not admit a subsidiary of the corporation to 09 membership. 10  Sec. 10.21.215. Transfer of membership in mutual benefit corporation. (a) 11 In the case of a mutual benefit corporation, unless the articles or bylaws provide 12 otherwise, and subject to AS 10.21.268, 13  (1) a member may not transfer a membership or right arising from the 14 membership; and 15  (2) all rights as a member of the corporation cease upon the member's 16 death or dissolution of the corporation. 17  (b) Notwithstanding (a)(2) of this section, the articles or bylaws may provide 18 for, or may authorize the board to provide for, the transfer of memberships, or of 19 memberships within a class or classes, with or without restriction or limitation, 20 including transfer upon the death, dissolution, merger, or reorganization of a member. 21  (c) If transfer rights have been provided under (b) of this section, a restriction 22 of those rights is not binding with respect to memberships issued before the adoption 23 of the restriction, unless the holders of those memberships voted in favor of the 24 restriction. 25  Sec. 10.21.218. Transfer of memberships in public benefit corporations. 26 Subject to AS 10.21.265, in the case of a public benefit corporation, 27  (1) a member may not transfer a membership or any right arising from 28 the membership; and 29  (2) all rights as a member of the corporation cease upon the member's 30 death or dissolution of the corporation. 31  Sec. 10.21.220. Equality of memberships. Except as provided by the articles

01 or bylaws, all memberships have the same rights, privileges, preferences, restrictions, 02 and conditions. 03  Sec. 10.21.225. Benefiting, serving, and assisting nonmembers. As 04 determined by the board or as provided by the articles or bylaws, a domestic 05 corporation may for or without consideration, benefit, serve, or assist, a person who 06 is not a member of the corporation. 07  Sec. 10.21.228. Resignation or expiration of membership. (a) A member 08 may resign from membership at any time. The articles or bylaws may require 09 reasonable notice before a resignation is effective. 10  (b) Notwithstanding (a) of this section, a resigning member is liable for 11 charges incurred, for services or benefits actually rendered and unpaid, and for dues, 12 assessments, and fees. 13  (c) A membership issued for a period of time expires when the period of time 14 has elapsed unless the membership is renewed. 15  Sec. 10.21.230. Expulsion, suspension, and termination. (a) A member may 16 not be expelled or suspended, and a membership may not be terminated, except as 17 provided in this section. An expulsion, a suspension, or a termination is void and 18 without effect if it does not comply with this section. 19  (b) An expulsion, a suspension, or a termination shall be done in good faith 20 and in a fair and reasonable manner. A procedure not complying with (c) of this 21 section may be fair and reasonable when the full circumstances of the expulsion, 22 suspension, or termination, are considered. The burden of proof of the reasonableness 23 of a procedure not complying with (c) of this section is on the corporation. 24  (c) An expulsion, a suspension, or a termination procedure is fair and 25 reasonable if 26  (1) the provisions of the procedure have been set out in the articles or 27 bylaws, or copies of the provisions are sent upon request to a member as required by 28 the articles or bylaws; 29  (2) the procedure provides for the giving of 30 days' notice to the 30 member before the expulsion, suspension, or termination, and for giving notice of the 31 reasons for the expulsion, suspension, or termination; and

01  (3) the procedure provides an opportunity for the member to respond, 02 orally or in writing, not less than 10 days before the effective date of the expulsion, 03 suspension, or termination before a person or body authorized to decide that the 04 proposed expulsion, suspension, or termination not take place. 05  (d) Notice required under this section may be given by any method reasonably 06 calculated to provide actual notice. Notice given by mail shall be given by first-class 07 or registered mail sent to the last address of the member shown on the corporation's 08 records. 09  (e) An action challenging an expulsion, a suspension, or a termination of 10 membership, including a claim alleging defective notice, must be commenced within 11 one year after the date of the expulsion, suspension, or termination. If the action is 12 successful, the court may order the relief, including reinstatement, that it finds 13 equitable under the circumstances. A vote of the members entitled to vote or of the 14 board may not be set aside because a person was, at the time of the vote, wrongfully 15 excluded because of the challenged expulsion, suspension, or termination, unless the 16 court finds that the wrongful expulsion, suspension, or termination was done in bad 17 faith and for the purpose, and with the effect, of wrongfully excluding the member 18 from the vote or from the meeting at which the vote took place, in order to affect the 19 outcome of the vote. 20  (f) This section governs only the procedures for the expulsion or suspension 21 of a member, or the suspension or termination of a membership, and not the 22 substantive basis for the expulsion, suspension, or termination. An expulsion, a 23 suspension, or a termination is not made valid by compliance with this section if the 24 substantive basis for the expulsion, suspension, or termination is an act or omission 25 that violates contractual or other rights of a member or that is otherwise unlawful. 26  Sec. 10.21.233. Meetings of members. (a) Meetings of members shall be 27 held at a place inside or outside this state as provided by the bylaws. If the bylaws 28 do not provide for the location of meetings of members, meetings of members shall 29 be held at the registered office of the corporation. 30  (b) Regular meetings of members of a public benefit corporation shall be held 31 on a date, at a time, and with the frequency provided by the bylaws, but not less often

01 than once every third year. If the bylaws do not provide for the frequency of the 02 meetings, annual meetings shall be held. Directors shall be elected at a regular 03 meeting of the members unless the directors are chosen in some other manner 04 authorized by law. Any other proper business may be transacted at a regular meeting. 05  (c) A regular meeting of the members of a mutual benefit corporation shall be 06 held annually. In a year in which directors are elected, the election shall be held at 07 the regular meeting of the members unless the directors are chosen in some other 08 manner authorized by law. Any other proper business may be transacted at the regular 09 meeting. 10  (d) If a domestic corporation with members fails to hold a regular meeting for 11 a period of 60 days after the date designated for the meeting, or, if a date has not been 12 designated, for a period of 15 months after the formation of the corporation or after 13 its last regular meeting as required by (b) or (c) of this section, or if the corporation 14 fails to hold a written ballot for a period of 60 days after the date designated for the 15 written ballot, the superior court may summarily order the meeting to be held or the 16 ballot to be conducted upon the application of a member or the commissioner after 17 notice to the corporation giving it an opportunity to respond. 18  (e) A special meeting of the members may be called by the board, the chair 19 of the board, the president, 10 percent of the members, or by other persons authorized 20 in the articles or bylaws. 21  Sec. 10.21.235. Determination of record date. (a) The bylaws may provide 22 for or, in the absence of a provision, the board may fix in advance a date to be the 23 record date for the purpose of determining the members entitled to notice of a meeting 24 of members. The record date may not be more than 60 or less than 10 days before the 25 date of the meeting. If a record date is not fixed, a member at the close of business 26 on the business day preceding the day on which notice is given or, if notice is waived, 27 at the close of business on the business day preceding the day on which the meeting 28 is held is entitled to notice of a meeting of members. A determination of members 29 entitled to notice of a meeting of members applies to an adjournment of the meeting 30 unless the board fixes a new record date for the adjourned meeting. 31  (b) The bylaws may provide for or, in the absence of a provision, the board

01 may fix in advance a date to be the record date for the purpose of determining the 02 members entitled to vote at a meeting of members. The record date may not be more 03 than 60 days before the date of the meeting. If a record date is not fixed, a member 04 on the day of the meeting who is eligible to vote is entitled to vote at the meeting of 05 members. If a record date is not fixed in the case of an adjourned meeting, a member 06 on the day of adjournment is eligible to vote at the resumption of that meeting. 07  (c) The bylaws may provide for or, in the absence of a provision, the board 08 may fix in advance a date as the record date for the purpose of determining the 09 members entitled to cast written consents under AS 10.21.283. The record date may 10 not be more than 60 days before the day on which the first written ballot is mailed or 11 solicited. If a record date is not fixed, a member on the day the first written ballot is 12 mailed or solicited who is otherwise eligible to vote may cast a written ballot. 13  (d) The bylaws may provide for or, in the absence of a provision, the board 14 may fix in advance a date as the record date for the purpose of determining the 15 members entitled to exercise a right. The record date may not be more than 60 days 16 before that action. If a record date is not fixed, members at the close of business on 17 the day on which the board adopts a resolution relating to that right are entitled to 18 exercise that right. 19  Sec. 10.21.238. Notice of members' meetings and permissible agenda. (a) 20 Whenever members are required or permitted to take action at a meeting, a written 21 notice of the meeting shall be delivered not less than 20 nor more than 50 days before 22 the date of the meeting, either personally or by mail, by or at the direction of the 23 president, the secretary, or the officer or persons calling for the meeting, to each 24 member entitled to vote at the meeting. If mailed, the notice is considered delivered 25 when deposited with postage prepaid in the United States mail addressed to the 26 member at the member's address as it appears on the membership records of the 27 corporation. 28  (b) The notice required by (a) of this section must state the place, date, and 29 time of the meeting and in the case of 30  (1) a special meeting, the purpose for which the meeting is called, and 31 that other business may not be transacted; or

01  (2) the regular meeting, those matters that the board, at the time notice 02 is given, intends to present for action by the members, but, except as provided in 03 AS 10.21.263(b), any proper matter may be presented at the meeting for member 04 action. 05  Sec. 10.21.240. Nomination and election procedures for the board. (a) 06 Nomination and election procedures that are reasonable, given the nature, size, and 07 operations of the corporation, shall be available to the members for the nomination and 08 election of the directors to be elected by the members. The procedures shall be set out 09 in the articles or bylaws. 10  (b) The procedures must include a reasonable 11  (1) means of nominating a person for election as a director; 12  (2) opportunity for a nominee to communicate to the members the 13 nominee's qualifications and the reasons for the nominee's candidacy; 14  (3) opportunity for nominees to solicit votes; and 15  (4) opportunity for members to choose among the nominees. 16  Sec. 10.21.243. Nomination procedures of corporations with 500 or more 17 members. Except for directors who are designated or selected under AS 10.21.355(d) 18 or directors elected on a chapter or regional basis under AS 10.21.275, and except as 19 provided in AS 10.21.245, a person who is qualified to be elected to the board of 20 directors of a domestic corporation with 500 or more members may be nominated 21  (1) by a method authorized under AS 10.21.240; 22  (2) by petition delivered to an officer of the corporation signed, within 23 11 months preceding the next time directors will be elected, by members representing 24 the following number of votes: 25  (A) for domestic corporations with fewer than 5,000 members, 26 20 percent of the voting power; 27  (B) for domestic corporations with 5,000 members or more, 28 1/20 of one percent of the voting power, but not less than 100; 29  (3) notwithstanding (2) of this section, in domestic corporations 30 engaged primarily in the business of retail merchandising of consumer goods and 31 having 100,000 or more members, by a signed petition delivered to an officer of the

01 corporation, signed within 11 months preceding the next time directors will be elected 02 by a reasonable number of members, consistent with AS 10.21.240; 03  (4) if there is a meeting to elect directors, subject to AS 10.21.245, by 04 a member present at the meeting in person or by proxies if proxies are permitted. 05  Sec. 10.21.245. Election of directors of corporations with 5,000 or more 06 members. (a) The provisions of this section apply to the election of directors by 07 members of a domestic corporation with 5,000 or more members, except for an 08 election authorized by AS 10.21.273 or 10.21.275. 09  (b) The corporation's articles or bylaws shall set a date for the close of 10 nominations for the board. The date may not be less than 50 or more than 120 days 11 before the day directors are to be elected. Notwithstanding AS 10.21.243(4), 12 nominations for the board may not be made after the date set for the close of 13 nominations. 14  (c) If more people are nominated for the board than can be elected, the 15 election shall take place by means of procedures that allow nominees a reasonable 16 opportunity to solicit votes and members a reasonable opportunity to choose among 17 nominees. 18  (d) If, after the close of nominations, the number of people nominated for the 19 board is not more than the number of directors to be elected, the corporation may 20 declare those nominated and qualified to be elected to have been elected. 21  Sec. 10.21.248. Equal access to corporate publications for vote solicitation. 22 A domestic corporation with 500 or more members that publishes material soliciting 23 votes for a nominee for election to the board in a publication owned or controlled by 24 the corporation shall make available to each of the other nominees, in the same issue 25 of the publication, an equal amount of space, with equal prominence, to be used by the 26 other nominees for purposes reasonably related to the election. 27  Sec. 10.21.250. Mailings of election material at request of nominees; 28 nominee inspection rights. (a) Upon written request by a nominee for election to 29 the board and the payment of the reasonable costs of mailing, including postage, a 30 domestic corporation shall, within 10 business days, mail to the members, or to that 31 portion of the members that the nominee reasonably specifies, material that is

01 reasonably related to the election and that is furnished by the nominee. 02  (b) Notwithstanding (a) of this section, the corporation may, within five 03 business days after the request, allow the nominee the rights as set out in 04 AS 10.21.290. 05  Sec. 10.21.253. Duty of corporation to publish or mail material; 06 indemnification by nominee; actions to relieve corporation from certain 07 obligations. (a) Except as provided in (c) of this section, a domestic corporation may 08 not decline to publish or mail material otherwise required to be published or mailed 09 on behalf of a nominee under AS 10.21.248 and 10.21.250 on the basis of the content 10 of the material. 11  (b) The corporation and its agents, officers, directors, or employees may not 12 be held criminally liable for negligence or otherwise liable for damages to a person on 13 account of material that is supplied by a nominee for director and that is published or 14 mailed as provided in AS 10.21.248 or 10.21.250. The nominee on whose behalf 15 material was published or mailed shall indemnify and hold the corporation and its 16 agents, officers, directors, and employees harmless from all demands, costs, reasonable 17 legal fees, reasonable expenses, claims, damages, and causes of action arising from the 18 material or the mailing or publication. 19  (c) Notwithstanding (a) of this section, a domestic corporation or its agents, 20 officers, directors, or employees may petition the court to relieve the corporation from 21 its obligations under AS 10.21.248 and 10.21.250 on the basis that the material will 22 expose the petitioner to liability. 23  Sec. 10.21.255. Use of corporate funds to support nominees. Except as 24 provided in AS 10.21.240 - 10.21.250, the corporation may not spend corporate money 25 to support nominees for the board. 26  Sec. 10.21.258. Voting list. (a) At least 20 days before each meeting of 27 members, the officer or agent having charge of the membership records of a domestic 28 corporation shall make a list of the members entitled to vote at the meeting or an 29 adjournment of the meeting arranged in alphabetical order with the address of each 30 member. The list shall be kept on file at the registered office of the corporation and 31 is subject to inspection by a member or the member's agent or attorney at any time

01 during usual business hours for a period of 20 days before the meeting. The list shall 02 also be produced and kept open at the time and place of the meeting and shall be 03 subject to the inspection of a member during the meeting. The membership records 04 are prima facie evidence of the members entitled to examine the list or membership 05 records or to vote at a meeting of members. 06  (b) Failure to comply with the requirements of this section does not affect the 07 validity of the action taken at the meeting. 08  Sec. 10.21.260. Liability for violation of AS 10.21.258. An officer or agent 09 having charge of the membership records who wilfully fails to prepare a list of 10 members, keep it on file for a period of 20 days, or produce and keep it open for 11 inspection at the meeting as provided in AS 10.21.258 is liable for $5,000 to a member 12 who had made a written demand to inspect the list and, in addition, for all damages 13 sustained by that member as a result of the officer or agent's failure to comply. 14  Sec. 10.21.263. Quorum of members. (a) Unless otherwise provided in the 15 articles, a majority of the members entitled to vote, represented in person or by proxy, 16 constitutes a quorum at a meeting of members, but a quorum may not consist of less 17 than 10 percent of the members entitled to vote at the meeting. If a quorum is present, 18 the affirmative vote of the majority of the members represented at the meeting and 19 entitled to vote on the subject matter is the act of the members, unless the vote of a 20 greater number or voting by classes is required by this chapter or the articles. 21  (b) Where the articles authorize a corporation to conduct a meeting with a 22 quorum of less than one-third of the voting power, the only matters that may be voted 23 upon at a regular meeting actually attended, in person or by proxy, by less than one- 24 third of the voting power are matters noticed under AS 10.21.238. 25  (c) Members present at a meeting at which a quorum was present may 26 continue to transact business until adjournment, notwithstanding the withdrawal of 27 enough members to leave less than a quorum. Any action other than adjournment 28 must be approved by at least a majority of the number of members required to 29 constitute a quorum. 30  Sec. 10.21.265. Proxies of public benefit corporations. (a) Each person 31 entitled to vote a membership in a public benefit corporation may authorize another

01 person to act by proxy with respect to that membership. The right to vote by proxy 02 may be limited or withdrawn by the articles or bylaws, as provided in (e) of this 03 section. A proxy purporting to be executed in accordance with the provisions of this 04 chapter is presumed valid. 05  (b) A proxy in a public benefit corporation is not valid after the expiration of 06 11 months from the date of the proxy unless the proxy provides otherwise. The 07 maximum term of a proxy is three years from the date of its execution. A proxy 08 continues in full force and effect until revoked by the person executing it. A person 09 may revoke a proxy by a writing delivered to the corporation stating that the proxy is 10 revoked, by a subsequent proxy executed by the person executing the prior proxy and 11 delivered to the corporation, or by attendance at a meeting and voting in person by the 12 person executing the proxy. The dates contained on the forms of proxy presumptively 13 determine the order of execution, regardless of the postmark dates on the envelopes 14 in which the proxies are mailed. 15  (c) A proxy in a public benefit corporation is not revoked by the death or 16 incapacity of the maker or the termination of a membership as a result of death or 17 incapacity unless, before the vote is counted, written notice of the death or incapacity 18 is received by the corporation. 19  (d) The proxy of a member in a public benefit corporation may not be 20 irrevocable. 21  (e) Notwithstanding (a) of this section, an amendment of the articles or bylaws 22 repealing, restricting, creating, or expanding proxy rights in a public benefit 23 corporation may not be adopted without approval by a majority of all the members. 24  (f) Notwithstanding any provision to the contrary, a proxy covering matters 25 requiring a vote of the members under (e) of this section, AS 10.21.375, 10.21.385, 26 10.21.453, 10.21.513, 10.21.533, or 10.21.553 is not valid as to a matter unless the 27 proxy sets out the general nature of the matter to be voted on or, in the event of a vote 28 under AS 10.21.355, unless the proxy lists those nominated at the time the notice of 29 the vote is given to members. 30  Sec. 10.21.268. Proxies of mutual benefit corporations. (a) Each person 31 entitled to vote a membership in a mutual benefit corporation may authorize another

01 person or persons to act by proxy with respect to that membership. The right to vote 02 by proxy may be limited or withdrawn by the articles or bylaws as provided in (f) of 03 this section. A proxy purporting to be executed in accordance with the provisions of 04 this chapter is presumed valid. 05  (b) A proxy in a mutual benefit corporation is not valid after the expiration of 06 11 months from the date of the proxy unless the proxy provides otherwise. The 07 maximum term of a proxy is three years from the date of its execution. A proxy 08 continues in full force and effect until revoked by the person executing it, except as 09 otherwise provided in this section. A person may revoke a proxy by a writing 10 delivered to the corporation stating that the proxy is revoked, by a subsequent proxy 11 executed by the person executing the prior proxy and presented to the meeting, or by 12 attendance at a meeting and voting in person by the person executing the proxy. The 13 dates contained on the forms of proxy presumptively determine the order of execution, 14 regardless of the postmark dates on the envelopes in which the proxies are mailed. 15  (c) A proxy in a mutual benefit corporation is not revoked by the death or 16 incapacity of the maker or the termination of a membership as a result of death or 17 incapacity unless, before the vote is counted, written notice of the death or incapacity 18 is received by the corporation. 19  (d) Unless otherwise provided in the articles or bylaws, the proxy of a member 20 that states that it is irrevocable is irrevocable for the period specified in the proxy 21 when it is held by the following or a nominee of the following: 22  (1) a person who has purchased or who has agreed to purchase 23 membership; 24  (2) a creditor of the corporation, or a member who extended or 25 continued credit to the corporation or a member in consideration of the proxy, if the 26 proxy states that it was given in consideration of the extension or continuation of credit 27 and states the name of the person extending or continuing the credit; or 28  (3) a person who has contracted to perform services as an employee of 29 the corporation if the proxy is required by the contract of employment and states the 30 name of the employee, the period of employment, and that it was given in 31 consideration of the contract of employment.

01  (e) Notwithstanding a provision making a proxy in a mutual benefit 02 corporation irrevocable, a proxy may be revoked by a transferee of a membership 03 without knowledge of the existence of the provision unless the existence of the proxy 04 and its irrevocability appear on the certificate representing the membership. 05  (f) Notwithstanding (a) of this section, an amendment of the articles or bylaws 06  (1) repealing, restricting, creating, or expanding proxy rights in a 07 mutual benefit corporation may not be adopted without approval by a majority of all 08 members; and 09  (2) restricting or limiting the use of proxies in a mutual benefit 10 corporation may not affect the validity of a previously issued irrevocable proxy during 11 the term of its irrevocability if the proxy complied with the applicable provisions, if 12 any, of the article or bylaws at the time of its issuance and is otherwise valid under 13 this section. 14  (g) Notwithstanding any provision to the contrary, a revocable proxy covering 15 matters requiring a vote of the members under (f)(1) of this section, AS 10.21.355(a), 16 10.21.375, 10.21.385, 10.21.453, 10.21.513, 10.21.533, or 10.21.633 is not valid as 17 to a matter unless the proxy sets out the general nature of the matter to be voted on. 18  Sec. 10.21.270. One vote entitlement. Except as provided in the articles, 19 bylaws, or AS 10.21.280, each member is entitled to one vote on each matter 20 submitted to a vote of the members. Single memberships in which two or more 21 persons have an indivisible interest shall be voted as provided in AS 10.21.278. 22  Sec. 10.21.273. Delegates. A domestic corporation may provide in its articles 23 or bylaws for delegates having some or all of the authority of members. If delegates 24 are provided for, the bylaws shall set out delegate terms of office, which may not 25 exceed three years, a reasonable method for delegate selection and removal, and a 26 reasonable method for calling, noticing, and holding meetings of delegates. Delegates 27 may only act in person at a meeting and may not act by proxy, written consent, or 28 written ballot. Delegates may be given a name other than "delegates." 29  Sec. 10.21.275. Voting by members or delegates on chapter or regional 30 basis authorized. A domestic corporation may provide in its articles or bylaws for 31 voting by its members or delegates on the basis of chapter or other organizational units

01 or by region or other geographic grouping. 02  Sec. 10.21.278. Voting where membership can be voted by two or more 03 persons. If a membership stands on the record in the names of two or more persons, 04 whether fiduciaries, members of a partnership, tenants in common, as community 05 property of husband and wife, tenants by the entirety, or otherwise, or if two or more 06 persons, including proxy holders, have the same fiduciary relationship respecting the 07 same membership, unless the secretary of the corporation is given written notice to the 08 contrary and is furnished with a copy of the instrument or order appointing them or 09 creating the relationship, their acts with respect to voting have the following effect: 10  (1) if only one person votes, the vote binds all the persons; or 11  (2) if more than one person votes, the vote of the majority binds all the 12 persons. 13  Sec. 10.21.280. Cumulative voting; voting by ballot. (a) If the articles or 14 bylaws authorize cumulative voting, each member entitled to vote at an election of 15 directors may cumulate votes and give one candidate a number of votes equal to the 16 number of directors to be elected multiplied by the number of votes to which the 17 member is entitled, or distribute those votes among as many candidates as the member 18 determines. An article or bylaw provision authorizing cumulative voting may not be 19 repealed or amended if the votes cast against the repeal or amendment would be 20 sufficient to elect one director absent the repeal or amendment. The articles or bylaws 21 may require the vote of a greater proportion than normal of the members, or of the 22 members of any class, for the repeal of a provision authorizing cumulative voting. 23  (b) A member is not entitled to cumulate votes for a candidate unless the name 24 of the candidate has been placed in nomination before the voting and the member has 25 given notice at the meeting before the voting of intention to cumulate votes. If a 26 member has given this notice, all members may cumulate their votes for candidates 27 placed in nomination. 28  (c) In an election of directors, the candidates receiving the highest number of 29 votes are elected, subject to a lawful provision specifying election by classes. 30  (d) Elections for directors are not required to be by ballot unless a member 31 demands election by ballot at the meeting before the voting begins or unless the

01 bylaws require election by ballot. 02  Sec. 10.21.283. Actions taken without meeting. (a) Unless prohibited by the 03 articles or the bylaws and except as expressly provided in this chapter, if, under this 04 chapter, members are required or permitted to take action by vote, the action may be 05 taken without a meeting by written consents that are identical in content, that set out 06 the action taken, and that are signed by all members entitled to vote on the action. 07  (b) A member giving a written consent, the member's proxy holder, a 08 transferee of the membership, a personal representative of the member, or the proxy 09 holder of the transferee or personal representative may only revoke the consent by a 10 writing received by the corporation before the time that written consents of the number 11 required to authorize the proposed action have been filed with the secretary of the 12 corporation. The revocation is effective on receipt by the secretary of the corporation. 13  Sec. 10.21.285. Voting agreements and trusts unenforceable. A voting 14 agreement or voting trust agreement entered into by a member of a domestic 15 corporation is not enforceable. 16  Sec. 10.21.288. Mutual benefit corporations: membership lists; inspection 17 rights. (a) Subject to AS 10.21.293 and 10.21.303 and unless a mutual benefit 18 corporation provides a reasonable alternative under (c) of this section, a member or a 19 member's agent or attorney may 20  (1) inspect at reasonable times and copy the record of all the names, 21 addresses, and voting rights of the members, on written demand on the corporation that 22 is received at least five business days before the date of inspection and that states the 23 purpose for which the inspection rights are requested; 24  (2) obtain from the secretary of the corporation, on written demand and 25 tender of a reasonable charge, a list of the names, addresses, and voting rights of the 26 members entitled to vote for the election of directors as of the most recent record date 27 for which the list has been compiled or as of a date specified by the member after the 28 date of demand; the demand must state the purpose for which the list is requested; the 29 membership list shall be made available on or before 10 business days after the 30 demand is received or after the date specified in the demand as the date on which the 31 list is to be compiled, whichever is later.

01  (b) The rights under (a) of this section may be exercised by a member for a 02 purpose reasonably related to the interest of the person as a member. If the 03 corporation reasonably believes that information obtained under (a) of this section will 04 be used for another purpose or if it provides a reasonable alternative under (c) of this 05 section, the corporation may deny the member access to the list. In a later action 06 brought by the member under AS 10.21.305, the court shall enforce the rights set out 07 in (a) of this section unless the corporation proves that the member will allow use of 08 the information for purposes unrelated to the interest of the person as a member or that 09 an alternative method offered by the corporation reasonably achieves a proper purpose 10 set out in the demand. 11  (c) The corporation may, within 10 business days after receiving a demand 12 under (a) of this section, deliver to the person making the demand a written offer of 13 an alternative method of achieving the purpose identified in the demand without 14 providing access to or a copy of the membership list. A method that reasonably and 15 in a timely manner accomplishes a proper purpose set out in a demand made under (a) 16 of this section is a reasonable alternative, unless, within a reasonable time after 17 acceptance of the offer, the corporation fails to do those things that it offered to do. 18 A rejection of the offer by the member must be in writing and state the reasons why 19 the alternative method proposed by the corporation does not meet the proper purpose 20 stated in the demand. 21  Sec. 10.21.290. Public benefit corporations: membership lists; inspection 22 rights. (a) Subject to AS 10.21.293 and 10.21.303 and unless a public benefit 23 corporation provides a reasonable alternative under (c) of this section, a member or a 24 member's agent or attorney may 25  (1) inspect at reasonable times and copy the record of all the names, 26 addresses, and voting rights of the members, on written demand on the corporation that 27 is received at least five business days before the date of inspection and that states the 28 purpose for which the inspection rights are requested; 29  (2) obtain from the secretary of the corporation, on written demand and 30 tender of a reasonable charge, a list of the names, addresses, and voting rights of the 31 members entitled to vote for the election of directors as of the most recent record date

01 for which the list has been compiled or as of a date specified by the member after the 02 date of demand; the demand must state the purpose for which the list is requested; the 03 membership list shall be made available on or before 10 business days after the 04 demand is received or after the date specified in the demand as the date on which the 05 list is to be compiled, whichever is later. 06  (b) The rights under (a) of this section may be exercised by a member for a 07 purpose reasonably related to the interest of the person as a member. If the 08 corporation reasonably believes that information obtained under (a) of this section will 09 be used for another purpose or if it provides a reasonable alternative under (c) of this 10 section, the corporation may seek an order of the superior court allowing the 11 corporation to refuse to grant the member access to the list. In an action brought by 12 the corporation for an order denying access to the membership list, the court shall 13 enforce the rights set out in (a) of this section unless the corporation proves that the 14 member will allow use of the information for purposes unrelated to the interest of the 15 person as a member or that an alternative method offered by the corporation 16 reasonably achieves a proper purpose set out in the demand. 17  (c) The corporation may, within 10 business days after receiving demand under 18 (a) of this section, deliver to the person making the demand a written offer of an 19 alternative method of achieving the purpose identified in the demand without providing 20 access to or a copy of the membership list. A method that reasonably and in a timely 21 manner accomplishes a proper purpose set out in a demand made under (a) of this 22 section is a reasonable alternative, unless the corporation fails to do those things that 23 it offered to do. A rejection of the offer by the member must be in writing and state 24 the reasons why the alternative method proposed by the corporation does not meet the 25 proper purpose stated in the demand. 26  Sec. 10.21.293. Limitations and restrictions on inspection rights. (a) On 27 petition of a corporation or a member, the superior court may limit or restrict the rights 28 set out in AS 10.21.288 and 10.21.290 only if the limitation or restriction is necessary 29 to protect the rights of a member under the Constitution of the United States or the 30 Constitution of the State of Alaska. An order issued under this section may provide 31 for alternative mechanisms by which a person seeking to exercise rights under

01 AS 10.21.288 or 10.21.290 may communicate with members for a purpose reasonably 02 related to the interest of the person as a member. 03  (b) On the filing of a petition under (a) of this section, the court may, if 04 requested by the person filing the petition, issue a temporary restraining order 05 suspending the running of a time limit specified in AS 10.21.288 and 10.21.290 for 06 compliance with those sections. The temporary restraining order may be extended 07 after notice and hearing until final adjudication of the petition, if it is equitable to 08 extend the order and it appears that the petitioner may prevail on the merits. 09  Sec. 10.21.295. Frustration of inspection rights; postponement of members' 10 meeting, remedies. If the proper purpose of a person making a demand under 11 AS 10.21.288 or 10.21.290 is frustrated by (1) delay by the corporation in complying 12 beyond the time limits specified in AS 10.21.288 and 10.21.290, (2) delay caused by 13 the filing of a petition under AS 10.21.293 or 10.21.303, or (3) delay caused by an 14 alternative proposed under AS 10.21.288(c) or 10.21.290(c), the person making the 15 demand may obtain from the superior court an order postponing a meeting of the 16 members previously noticed for a period equal to the period of the delay. A member 17 may obtain this order in a proceeding brought by filing a verified complaint and after 18 a hearing, notice of which shall be given to the persons and in the manner as the court 19 directs. This right of postponement is in addition to other legal or equitable remedies 20 to which the member is entitled. 21  Sec. 10.21.298. Books, records, and minutes. (a) A domestic corporation 22 shall keep 23  (1) adequate and correct books and records of account; 24  (2) minutes of the proceedings of its members, board, and committees 25 of the board; and 26  (3) a record of the names and addresses of its members and the class 27 of membership held by each member. 28  (b) The minutes must be in written form. The books and records of account 29 and the record of members must be in written form or in another form capable of 30 being converted into written form within a reasonable time. 31  Sec. 10.21.300. Inspection of books, records, and minutes. The books,

01 records, and minutes of a corporation must be open to inspection at a reasonable time 02 on written demand made on the corporation by a member for a purpose reasonably 03 related to the interests of the person as a member. 04  Sec. 10.21.303. Liability for denial of access to books, records, and 05 minutes. (a) An officer or agent who, or a domestic corporation that, wilfully refuses 06 to allow a member, or a member's agent or attorney, to examine and make copies from 07 the books, records, and minutes of a corporation for a proper purpose is liable to a 08 member suffering damage because of this refusal for $5,000 and, in addition, all actual 09 damages caused to the member because of the failure of the corporation to permit 10 inspection and copying. 11  (b) It is a defense to an action for penalties under this section that the person 12 bringing the action has, within two years before the action, improperly sold or offered 13 for sale a list of the members of a corporation, assisted in obtaining a list of members 14 for the purpose of sale, improperly used information obtained from an earlier 15 examination of the books, records, or minutes of a corporation, or was not acting in 16 good faith or for a proper purpose in making the demand. 17  (c) Nothing contained in this chapter impairs the power of a court to compel 18 the production of books, records, and minutes of a corporation. 19  (d) Notwithstanding (a) of this section, a corporate agent or officer is not liable 20 for refusing to allow access to requested books, records, or minutes if the court finds 21 that an alternative proposed under AS 10.21.288(c) or 10.21.290(c) would have 22 reasonably and in timely fashion accomplished the proper purpose set out in the 23 written demand for inspection. 24  Sec. 10.21.305. Court enforcement of inspection rights. (a) If the 25 corporation refuses a lawful demand for inspection of books, records, or minutes of the 26 corporation under this chapter, the superior court may enforce the demand or, for good 27 cause shown, appoint competent inspectors or independent accountants to audit the 28 financial statements of the corporation kept in this state and to investigate a subsidiary 29 corporation keeping records of the corporation in this state. 30  (b) Officers and agents of the corporation shall produce under penalty for 31 contempt of court the books. records. and minutes in their custody or power for the

01 inspectors or independent accountants appointed under (a) of this section. 02  (c) The person who seeks judicial relief under this section shall pay the 03 expenses of an investigation or audit under (a) of this section unless the court orders 04 the expense to be paid or shared by the corporation. 05  (d) If the court finds that the failure of a corporation to comply with a proper 06 demand for inspection under this chapter was without justification, the court may 07 award the member reasonable costs and expenses, including reasonable attorney fees, 08 in connection with the action or proceeding. 09  (e) In this section, "independent accountant" means a certified public 10 accountant or a public accountant who is independent of the corporation as determined 11 under generally accepted auditing standards and who is engaged to audit financial 12 statements of the corporation or perform other accounting services. 13  Sec. 10.21.308. Membership list as corporate asset; uses prohibited. (a) 14 A membership list is a corporate asset. A person may not use a membership list for 15 a purpose unrelated to the interest of the person as a member without the consent of 16 the board. Without the consent of the board, a membership list may not be 17  (1) used to solicit money or property unless the money or property will 18 be used solely to solicit the vote of members in an election to be held by their 19 corporation; 20  (2) used for a purpose that the user does not reasonably and in good 21 faith believe will benefit the corporation; 22  (3) used for a commercial purpose or a purpose in competition with the 23 corporation; or 24  (4) sold to or purchased by a person. 25  (b) A person who violates (a) of this section is liable for the damage the 26 violation causes the corporation and shall account for and pay to the corporation any 27 profit derived as a result of the violation. In addition, a court in its discretion may 28 award exemplary damages for a fraudulent or malicious violation of (a) of this section. 29  (c) Nothing in this chapter limits the right of a corporation to obtain injunctive 30 relief necessary to restrain misuse of a membership list. 31  (d) In an action or proceeding under this section, a court may award the

01 corporation reasonable costs and expenses, including reasonable attorney fees, in 02 connection with the action or proceeding. 03  (e) In this section, "membership list" means the record of all the members' 04 names and addresses. 05  Sec. 10.21.310. Annual report to members. (a) On or before July 1 of each 06 year, a domestic corporation and a foreign corporation authorized to conduct affairs 07 in the state shall prepare an annual report that includes 08  (1) the name of the corporation and the state or country where it is 09 incorporated; 10  (2) the address of the registered office of the corporation in this state, 11 the name of its registered agent in this state at that address, and, in the case of a 12 foreign corporation, the address of its principal office in the state or country where it 13 is incorporated; 14  (3) a brief statement of the purposes of the corporation in this state; 15  (4) the names and addresses of the directors and officers of the 16 corporation; 17  (5) a statement of the number of memberships that the corporation has 18 authority to issue, itemized by classes; 19  (6) a statement of the number of members itemized by classes; 20  (7) the name and address of each alien affiliate, the percentage of 21 control held by each alien affiliate, and a specific description of the nature of the 22 relationship between the corporation and its alien affiliates, or a statement that there 23 is no alien affiliate; in this paragraph, "percentage of control" means the percentage 24 of the members of the entire board of directors that a person has the power to elect or 25 designate; 26  (8) the name and address of each person holding as of September 30 27 of the preceding year the power to directly cause the election or designation of one or 28 more members of the board; 29  (9) the gross receipts of the corporation during the reporting period 30 from all sources; 31  (10) the amount, expressed in dollars and as a percentage of the gross

01 receipts of the corporation, of each of the following: 02  (A) membership fees, dues, and assessments; 03  (B) donations; 04  (C) grants from governmental entities; 05  (D) sales of goods or services; and 06  (E) all other sources; 07  (11) in the case of a mutual benefit corporation, the amount, expressed 08 in dollars and as a percentage of the total income, of the total income used or held for 09  (A) recurrent administrative costs; 10  (B) nonrecurrent administrative costs; 11  (C) providing services or making facilities available to members 12 as authorized in its articles, exclusive of the administrative cost of providing 13 these services; and 14  (D) all other expenses of the corporation; 15  (12) in the case of a public benefit corporation, the amount, expressed 16 in dollars and as a percentage of total income, of the total income used or held for 17  (A) recurrent administrative costs; 18  (B) nonrecurrent administrative costs; 19  (C) public or charitable purposes as stated in its articles; 20  (D) all other expenses of the corporation; 21  (13) information required by AS 10.21.313. 22  (b) Not later than 30 days after the report has been prepared, a corporation that 23 has voting members shall send each member a notice that the annual report is available 24 and will be provided promptly upon written request. Unless the articles provide 25 otherwise, the notice to members must include a self-addressed, postage prepaid form 26 that the member may sign and return effecting a written request to receive a copy of 27 the annual report. Unless the articles provide otherwise, the annual report shall be sent 28 without charge to members making written request. The secretary, or other official 29 designated in the articles or bylaws, shall send the requested report within 20 days of 30 the postmarked written request. 31  (c) This section does not apply to a corporation unless the corporation has

01  (1) more than 100 members at any time during the reporting period; or 02  (2) gross receipts or revenue in excess of $10,000 during the reporting 03 period. 04  (d) A public benefit corporation that in writing solicits contributions from 500 05 or more persons during the affected reporting period is not required to comply with 06 (b) of this section if the corporation 07  (1) includes with written material used to solicit contributions a written 08 statement that a copy of its most recent annual report will be mailed free of charge 09 upon request and that a request may be sent to the corporation at the name and address 10 set out in the statement; 11  (2) promptly mails free of charge a copy of its most recently filed 12 annual report to a person who requests a copy of the report; and 13  (3) publishes its annual report not later than 30 days after preparing the 14 report. 15  Sec. 10.21.311. Publication of notice of annual report; duty to furnish 16 copies of the annual report. (a) Not later than 30 days after it has prepared the 17 annual report required by AS 10.21.310, a public benefit corporation, and a corporation 18 that, during the affected reporting period, received more than 10 percent of its gross 19 income from donations, shall publish in a newspaper of general circulation a notice 20 that the report is on file with the corporation and that the corporation will furnish a 21 copy of the report to 22  (1) a member under AS 10.21.310; and 23  (2) any other person within 50 days of receipt of a written request; a 24 corporation required to furnish copies of an annual report under this subsection may 25 charge the person requesting the report a fee of not more than $5. 26  (b) In addition to complying with (a) of this section, a public benefit 27 corporation and a corporation that received more than 10 percent of its gross income 28 from donations during its most recent accounting period shall furnish to each solicitee 29 at the time of solicitation written notice that a copy of its most recent annual report 30 is available and will be furnished free of charge upon written request. 31  (c) In (a) of this section, "newspaper of general circulation" means a

01 newspaper with a circulation large enough to reach persons affected by corporate fund 02 raising and program activities. 03  Sec. 10.21.313. Annual statement to members of insider transactions. (a) 04 Notwithstanding a provision of the articles or bylaws to the contrary, a corporation 05 shall, within 120 days of the close of its fiscal year, furnish annually to its members 06 a statement describing 07  (1) each covered transaction, if any, excluding compensation of officers 08 and directors, during the previous fiscal year involving more than $15,000, or that was 09 one of the number of covered transactions in which the same interested person had a 10 direct or indirect material financial interest if these transactions in the aggregate 11 involved more than $15,000; the statement must include the name of the interested 12 person involved in the covered transaction, a description of the relationship of the 13 person to the corporation, the nature of the relationship of the person to the 14 corporation, the nature of the interest of the person in the covered transaction, and, 15 where practicable, the amount of that interest; in the case of a covered transaction with 16 a partnership of which the interested person is a partner, only the interest of the 17 partnership must be stated; in this paragraph, "interested person" means a person 18 described in (b)(1)(A) or (B) of this section; or 19  (2) the amount and circumstances of indemnifications or advances 20 aggregating more than $10,000, if any, that were authorized, obligated, or paid during 21 the fiscal year to an officer or director of the corporation under AS 10.21.435 or 22 10.21.440; information concerning an indemnification approved by the members under 23 AS 10.21.440(e)(3) is not required to be included in the statement. 24  (b) In this section, 25  (1) "a covered transaction" means a transaction in which the 26 corporation, its parent, or its subsidiary is a party and in which any of the following 27 has a direct or indirect material financial interest: 28  (A) a director, officer, or employee of the corporation, its 29 parent, or its subsidiary; or 30  (B) a holder of a controlling interest in the corporation, its 31 parent, or its subsidiary;

01  (2) "material financial interest" does not include a common directorship. 02  Sec. 10.21.315. Court enforcement of information and financial statement 03 requirements. (a) The superior court shall enforce the duty of making and mailing 04 or delivering the information and financial statements required by AS 10.21.200 - 05 10.21.320. The superior court, for good cause shown, may extend the time for the 06 making and mailing or delivering of that information and those financial statements. 07  (b) In an action or proceeding under this section, if the court finds that the 08 failure of the corporation to comply with information and financial statement 09 requirements was without justification, the court may award the person reasonable 10 expenses, including reasonable attorney fees, in connection with the action or 11 proceeding. 12  Sec. 10.21.318. Members' derivative action brought in the right of the 13 corporation to procure a judgment in its favor. (a) A member of a corporation 14 may bring in the right of a domestic or foreign corporation an action to procure a 15 judgment in the corporation's favor. 16  (b) In a derivative action, the complaint shall be verified and must allege that 17 plaintiff was a member at the time or during any part of the transaction of which 18 plaintiff complains or that plaintiff's membership devolved upon plaintiff by operation 19 of law from a member who was a member at the time or during any part of the 20 transaction of which plaintiff complains. A member who does not meet the 21 requirements of this section may be allowed, in the discretion of the court, to maintain 22 the action on a preliminary showing to and determination by the court that 23  (1) there is a strong prima facie case in favor of the claim asserted on 24 behalf of the corporation; 25  (2) a similar action has not been or is not likely to be instituted; 26  (3) the plaintiff acquired the membership before there was disclosure 27 to the public or the plaintiff of the wrongdoing of which plaintiff complains; 28  (4) unless the action can be maintained, the defendant may retain a gain 29 derived from defendant's wilful breach of a fiduciary duty; and 30  (5) the requested relief will not result in unjust enrichment of the 31 corporation or a member of the corporation.

01  (c) Unless excused because a majority of the directors is implicated in or under 02 the direct or indirect control of a person who is implicated in the injury to the 03 corporation, before an action in the right of a domestic or foreign corporation is 04 instituted, a plaintiff who has standing under (b) of this section shall make a formal 05 demand upon the board to secure the action the plaintiff desires. 06  (d) If a member fails to make a formal demand under (c) of this section, the 07 complaint shall state with particularity the facts establishing an excuse under (c) of this 08 section. In a motion to dismiss for failure to make demand on the board, the member 09 has the burden to establish the excuse. 10  (e) In a case in which demand on the board is made under (c) of this section, 11 a decision by the board that in its business judgment the litigation would not be in the 12 best interest of the corporation terminates the right created by (a) of this section. 13  (f) In a case in which demand on the board is excused under (c) of this section 14 or the decision of the board under (e) of this section is rejected by the court as 15 inconsistent with the directors' duties of care and loyalty to the corporation, a plaintiff 16 who has standing under (b) of this section has the right to commence or continue the 17 action allowed by (a) of this section. Notwithstanding (c) or (e) of this section, 18 disinterested noninvolved directors acting as the board or a duly charged board 19 committee may petition the court to dismiss the plaintiff's action because in their 20 independent informed business judgment the action is not in the best interests of the 21 corporation. The petitioners shall have the burden of establishing to the satisfaction 22 of the court their disinterest, independence from any direct or indirect control by 23 defendants in the action, and the informed basis on which they have exercised their 24 asserted business judgment. If the court is satisfied that the petitioners are 25 disinterested, independent, and informed, the court shall independently appraise the 26 plaintiff's action to determine whether, considering the welfare of the corporation, the 27 corporation's purpose or purposes, the fate of any donated assets, and relevant issues 28 of public policy, the court should dismiss the action. 29  (g) A court may not dismiss an action brought by a member under this section 30 and otherwise in conformity with this section because the alleged injury or wrong to 31 the corporation has been ratified by the members of the corporation. A court may

01 consider the fact of ratification by members of a mutual benefit corporation in framing 02 an order for relief to which it considers the corporation entitled. 03  (h) In a derivative action brought in the right of a domestic or foreign 04 corporation by members totaling less than five percent of the outstanding memberships 05 of a class of the corporation, the corporation in whose right the action is brought, or 06 the defendants, may at any time before final judgment move the court to require the 07 plaintiff to give security for the reasonable expenses, including attorney fees, that may 08 be incurred by the moving party. The amount of the security may be increased or 09 decreased from time to time in the discretion of the court upon a showing that the 10 security has become inadequate or excessive. The corporation or other defendants may 11 have recourse to the security in an amount as the court may determine upon the 12 termination of the derivative action, whether or not the court finds the derivative action 13 was brought without reasonable cause. 14  (i) A derivative action may not be discontinued, abandoned, compromised, or 15 settled without the approval of the court having jurisdiction of the action. If the court 16 determines that the interests of the members or a class of members will be 17 substantially affected by a discontinuance, abandonment, compromise, or settlement, 18 the court, in its discretion, may direct that notice, by publication or otherwise, be given 19 to the members or class of members whose interests will be affected. If the court 20 directs notice to be given, it shall determine which one or more of the parties to the 21 action shall bear the expense of giving the notice, in an amount the court determines 22 to be reasonable in the circumstances, and the amount of the expense shall be awarded 23 as a cost of the action. 24  (j) If the derivative action is successful in whole or in part, or if anything is 25 received as a result of the judgment, compromise, or settlement of an action or claim, 26 the court may award the plaintiff reasonable expenses, including reasonable attorney 27 fees, and shall direct the plaintiff or plaintiffs to account to the corporation for the 28 remainder of the proceeds received by the plaintiff in excess of attorney fees and costs. 29  (k) Notwithstanding (j) of this section, the court rules regarding the award of 30 attorney fees and costs, rather than (j) of this section, apply to a judgment that is 31 rendered only for the benefit of injured members and that is limited to a recovery of

01 the loss or damage sustained by them. 02  Sec. 10.21.320. Liabilities of members. (a) A member of a corporation is 03 not personally liable for the debts, liabilities, or obligations of the corporation. 04  (b) A member is liable to the corporation only to the extent of the unpaid 05 portion of the initiation fees, membership dues, or assessments that the corporation has 06 lawfully imposed upon the member or for other indebtedness owed by the member to 07 the corporation. 08  (c) A creditor of the corporation may not bring an action under (b) of this 09 section until 10  (1) a final judgment has been rendered against the corporation in favor 11 of the creditor and execution on the judgment has been returned unsatisfied; 12  (2) the corporation has been adjudged bankrupt; 13  (3) a receiver has been appointed with power to collect debts if the 14 receiver, on demand of a creditor to bring suit on the debt, has refused to sue for the 15 unpaid amount; or 16  (4) the corporation has been dissolved or ceased its activities leaving 17 debts unpaid. 18  (d) An action under (c) of this section may not be brought more than three 19 years after the happening of any one of the events specified in (c)(1) - (4) of this 20 section. 21 Article 6. Directors and Officers. 22  Sec. 10.21.350. Qualifications, powers, duties, and dissent of directors. (a) 23 All corporate powers shall be exercised by or under the authority of, and the affairs 24 of a domestic corporation shall be managed under the direction of, a board of directors. 25 A director is not required to be a resident of this state or a member of the corporation 26 unless required by the articles or bylaws. The articles or bylaws may prescribe other 27 qualifications for directors. The board may fix the compensation of directors unless 28 otherwise provided in the articles. 29  (b) A director shall perform the duties as a director, including duties as a 30 member of a committee of the board on which the director may serve, in good faith, 31 in a manner the director reasonably believes to be in the best interests of the

01 corporation, and with the care, including reasonable inquiry, that an ordinarily prudent 02 person in a like position would use under similar circumstances. Except as provided 03 in (c) of this section, a director is entitled to rely on information, opinions, reports, or 04 statements, including financial statements and other financial data, prepared or 05 presented by 06  (1) officers or employees of the corporation whom the director 07 reasonably believes to be reliable and competent in the matters presented; 08  (2) counsel, public accountants, or other persons as to matters that the 09 director reasonably believes to be within the person's professional or expert 10 competence; or 11  (3) a committee of the board on which the director does not serve, 12 designated in accordance with a provision of the articles or bylaws, as to matters 13 within the authority of the committee if the director reasonably believes the committee 14 to merit confidence. 15  (c) A director is not acting in good faith if the director knows, or, as a 16 reasonable person, ought to know, that, as to the matter in question, reliance under (b) 17 of this section is unwarranted. 18  (d) A director has the absolute right at a reasonable time to inspect and copy 19 all books, records, and documents of every kind and to inspect the physical properties 20 of the corporation or a domestic or foreign subsidiary of the corporation. Inspection 21 by a director may be made in person or by agent or attorney, and the right of 22 inspection includes the right to copy and make extracts. This subsection applies to a 23 director of a foreign corporation having its principal executive office in this state or 24 customarily holding meetings of its board in this state. 25  (e) A director of a domestic corporation who is present at a meeting of its 26 board at which action on a corporate matter is taken is presumed to have assented to 27 the action unless the dissent of the director is entered in the minutes of the meeting 28 or unless the director files a written dissent to the action with the secretary of the 29 meeting before adjournment or forwards a written dissent by certified mail to the 30 secretary of the corporation within 48 hours after adjournment. The right to dissent 31 does not apply to a director who voted in favor of the action.

01  Sec. 10.21.355. Number, election, designation, and selection of directors. 02 (a) The number of directors constituting the entire board may not be less than three. 03 Subject to the limitation of this section, the number of directors may be fixed by the 04 articles, the bylaws, or the action of the board or members under the specific 05 provisions of an article or a bylaw adopted by approval of a majority of all the 06 members. If the number of directors is not otherwise fixed, the number of directors 07 is three. 08  (b) Except as otherwise provided in AS 10.21.145 and this section, the number 09 of directors may be increased or decreased by amendment of the articles, the bylaws, 10 or an action of the board or the members under the specific provisions of an article or 11 a bylaw adopted by approval of a majority of all the members. A change in the 12 number of directors is subject to the following limitations: 13  (1) if the board is authorized by the articles or the bylaws to change 14 the number of directors, whether by amending the bylaws or by taking action under 15 a specific provision of an article or a bylaw adopted by approval of a majority of all 16 the members, the amendment or action requires the approval of a majority of the entire 17 board; and 18  (2) a decrease in the number of directors may not shorten the term of 19 an incumbent director. 20  (c) The articles may provide for the election of one or more directors by the 21 members of a class. 22  (d) Notwithstanding (b) and (c) of this section, all or a portion of the directors 23 authorized in the articles or bylaws of a domestic corporation without members, and 24 up to one-third of the directors authorized in the articles or bylaws of a domestic 25 corporation with members, may hold office by virtue of designation or selection under 26 the articles or bylaws rather than by election. A director who holds office by virtue 27 of designation or selection under this subsection continues in office for the term 28 prescribed by the articles or bylaws or, if a term is not prescribed, until the article or 29 bylaw is amended or repealed, except as provided in AS 10.21.375(c) and (d). A 30 bylaw provision authorized by this subsection shall be adopted or repealed by a 31 majority of all the members subject, if provided in the bylaws, to the consent of the

01 person entitled to designate or select the director. 02  (e) At the first annual meeting of members of a mutual benefit corporation and 03 at each subsequent annual meeting, the members with voting rights, if any, shall elect 04 directors to hold office until the next succeeding annual meeting, except in the case 05 of the classification of directors as permitted by AS 10.21.365. A director, including 06 a director elected to fill a vacancy, holds office until a successor has been elected and 07 qualified. 08  (f) At the first regular meeting of members of a public benefit corporation and 09 at each subsequent regular meeting, the members with voting rights, if any, shall elect 10 directors. A director, including a director elected to fill a vacancy, holds office until 11 a successor has been elected and qualified. 12  Sec. 10.21.360. Attack on validity of election. An action challenging the 13 validity of an election, appointment, or removal of a director shall be commenced 14 within nine months after the election, appointment, or removal. If an action 15 challenging the validity is not commenced, in the absence of fraud, an election, 16 appointment, or removal of a director is conclusively presumed valid after nine months 17 if the only defect in the election, appointment, or removal is the failure to give notice 18 under this chapter or in the articles or bylaws of the corporation. 19  Sec. 10.21.365. Classification of directors. (a) If a corporation is required 20 by AS 10.21.233(c) or another provision of this chapter or by its articles or bylaws to 21 have annual meetings of the members, the articles may provide that the directors be 22 divided into either two or three classes, each class to be as nearly equal in number as 23 possible, with the term of office of the directors of the first class to expire at the first 24 annual meeting of members after their election, the term of office of the directors of 25 the second class to expire at the second annual meeting after their election, and the 26 term of office of the directors of the third class, if any, to expire at the third annual 27 meeting after their election. At each annual meeting after the classification, the 28 number of directors equal to the number of the class whose term expires at the time 29 of the meeting shall be elected to hold office until the second succeeding meeting if 30 there are two classes, or until the third succeeding meeting if there are three classes. 31 A classification is not effective before the first annual meeting of members.

01  (b) If cumulative voting rights have been established by the articles, an 02 amendment of the articles that would establish or require classification of the board 03 under (a) of this section may not be adopted when the votes cast against the 04 amendment would be sufficient to elect a director if voted cumulatively at an election 05 of the entire board. 06  Sec. 10.21.370. Declaration of vacancy by board. The board may declare 07 vacant the office of a director who has been declared of unsound mind by court order 08 or whose civil rights have been suspended. 09  Sec. 10.21.375. Removal of directors without reason. (a) A director may 10 be removed without reason if the removal is approved by a majority of all members, 11 subject to the following: 12  (1) if the articles establish cumulative voting rights, a director may not 13 be removed unless the entire board is removed, if the votes cast against removal, or 14 not consenting in writing to the removal, would be sufficient to elect a director if 15 voted cumulatively at an election at which the same total number of votes were cast, 16 or, if the action is taken by written consent, if all members entitled to vote on the 17 removal voted and the entire number of directors authorized at the time of the 18 director's most recent election were then being elected; and 19  (2) if the articles provide that the members of a class, voting as a class, 20 are entitled to elect one or more directors, a director so elected may be removed only 21 by the vote of a majority of all the members of that class. 22  (b) Except as provided in this section, AS 10.21.370, 10.21.380, and 23 10.21.385(c), a director may not be removed before the expiration of the director's 24 term of office. 25  (c) If a director removed under this section or under AS 10.21.370 or 26 10.21.380 was chosen by designation or selection under AS 10.21.355(d) and if 27  (1) a different person may be designated or selected under the 28 governing article or bylaw provision, a new designation or selection shall be made; or 29  (2) the governing article or bylaw provision does not contain a 30 provision under which a different person may be designated or selected, the governing 31 article or bylaw provision is considered repealed.

01  (d) If articles or bylaws provide that a person is entitled to designate or select 02 a director, a director designated or selected may only be removed under this section 03 with the written consent of that person. 04  Sec. 10.21.380. Removal of director by superior court. The superior court 05 may, in an action of members totaling at least 10 percent of all the members of a class, 06 remove from office a director for fraudulent or dishonest acts or gross abuse of 07 authority or discretion with reference to a domestic corporation and may bar from 08 reelection or redesignation a director removed in this manner for a period prescribed 09 by the court. The corporation shall be made a party to this suit. 10  Sec. 10.21.385. Board vacancies and resignations. (a) Unless otherwise 11 provided in the articles or bylaws and except for a vacancy created by the removal of 12 a director, a vacancy on the board may be filled by a majority of the directors then in 13 office, whether or not less than a quorum, or by a sole remaining director. Unless the 14 articles or a bylaw adopted with approval of a majority of all the members provide that 15 the board may fill a vacancy occurring on the board by reason of removal of a 16 director, the vacancy may be filled only by approval of a majority of all of the 17 members. 18  (b) The members with voting rights, if any, may elect a director to fill a 19 vacancy not filled by the directors. 20  (c) If, after the filling of a vacancy by the directors, the directors then in office 21 who have been elected by the members constitute less than a majority of the directors, 22 members totaling 10 percent or more of the members with voting rights may call a 23 special meeting of members to elect the entire board, subject to the rights of a person 24 to designate or select a director. The term of office of a director terminates upon the 25 election and qualification of a successor. 26  (d) A director may resign effective upon giving written notice to the board 27 chair, the president, the secretary, or the board of directors of the corporation, unless 28 the notice specifies a later time for the effectiveness of the resignation. If the 29 resignation is effective at a future time, a successor may be elected to take office when 30 the resignation becomes effective. 31  Sec. 10.21.390. Executive and other board committees. (a) If authorized

01 by the articles or bylaws, the board, by resolution approved by a majority of the entire 02 board, may designate from among its members an executive committee and other 03 committees of the board. Each committee, to the extent provided in the resolution, 04 articles, or bylaws of the corporation, has the authority of the board, except that a 05 committee may not 06  (1) approve or recommend to members actions or proposals required 07 by this chapter to be approved by members; 08  (2) designate candidates for the office of director for purposes of proxy 09 solicitation or otherwise or fill vacancies on the board or a committee of the board; 10  (3) amend the bylaws; 11  (4) approve a plan of merger not requiring approval of the members; 12  (5) fix the compensation for service on the board or on a committee of 13 the board; 14  (6) appoint a committee of the board or a member of the committee; 15 or 16  (7) authorize, approve, or ratify contracts or other transactions between 17 the corporation and one or more of its directors or between the corporation and a 18 corporation, association, or other person in which one or more of its directors has a 19 material financial interest. 20  (b) The designation of a committee, the delegation to the committee of 21 authority, or action by the committee under that authority does not alone constitute 22 compliance by a member of the board or committee in question with the responsibility 23 to act in good faith, in a manner the director reasonably believes to be in the best 24 interests of the corporation, and with the care, including reasonable inquiry, that an 25 ordinarily prudent person in a like position would use under similar circumstances. 26  Sec. 10.21.395. Call, place, notice, and waiver of meetings. (a) A regular 27 or special meeting of the board or a committee designated by the board may be called 28 by the board chair, the president, a vice-president, the secretary, or two directors and 29 may be held at any place inside or outside the state. 30  (b) A regular meeting of the board or a committee designated by the board 31 may be held without notice if the time and place of the meeting is fixed by the bylaws

01 or a resolution of the board. A special meeting of the board or a committee designated 02 by the board shall be held on either notice in writing sent 20 days before the meeting 03 or notice by electronic means, personal messenger, or comparable person-to-person 04 communication given at least 72 hours before the meeting. In the case of a special 05 meeting the notice must include disclosure of the business to be transacted and the 06 purpose of the meeting. 07  (c) Notice of a meeting is not required to be given to a director who signs a 08 waiver of notice, whether before or after the meeting, or who attends the meeting 09 without protesting before or at the commencement of the meeting the lack of notice. 10  Sec. 10.21.400. Quorum of directors. (a) A majority of the number of 11 directors fixed by the articles or bylaws constitutes a quorum for the transaction of 12 business unless a greater number is required by the articles or bylaws. The act of a 13 majority of the directors present at a meeting at which a quorum is present is the act 14 of the board, unless the act of a greater number is required by the articles, the bylaw, 15 or this chapter. 16  (b) The provisions of this section apply to committees of the board and action 17 by committees. 18  Sec. 10.21.405. Informal action by directors. (a) Unless prohibited by the 19 articles or bylaws, the members of the board of a domestic corporation or a committee 20 designated by the board can validly conduct a meeting by communicating 21 simultaneously with each other by means of conference telephones or similar 22 communications equipment. 23  (b) Unless prohibited by the articles or bylaws, action required or permitted 24 to be taken by the board or a committee designated by the board may be taken without 25 a meeting on written consents that are identical in content, set out the action taken, and 26 are signed by all of the members of the board or the committee. The written consents 27 shall be filed with the minutes. The consents have the same effect as a unanimous 28 vote. 29  Sec. 10.21.410. Director conflicts of interest in mutual benefit corporations. 30 (a) A contract or other transaction between a domestic mutual benefit corporation and 31 a director of the corporation or between a domestic mutual benefit corporation and a

01 corporation, association, or other person in which a director of the mutual benefit 02 corporation has a material financial interest is not void or voidable because the director 03 or the other corporation, association, or person is a party or because the director is 04 present at the meeting of the board that authorizes, approves, or ratifies the contract 05 or transaction, if the material facts of the transaction and the director's interest are 06 fully disclosed or known to the 07  (1) members, and the contract or transaction is approved by a majority 08 of all members in good faith, with the interested director not being entitled to vote; or 09  (2) board, the board authorizes, approves, or ratifies the contract or 10 transaction in good faith by a sufficient vote without counting the vote of the interested 11 director, and the person asserting the validity of the contract or transaction sustains the 12 burden of proving that the contract or transaction was just and reasonable as to the 13 corporation at the time it was authorized, approved, or ratified. 14  (b) A common directorship does not alone constitute a material financial 15 interest within the meaning of this section. A director is not interested within the 16 meaning of this section in a resolution fixing the compensation of another director as 17 a director, officer, or employee of the corporation, even if the first director is also 18 receiving compensation from the corporation. 19  (c) A contract or other transaction between a domestic mutual benefit 20 corporation and a corporation or other association of which a director of the mutual 21 benefit corporation is a director is not void or voidable because the director is present 22 at the meeting of the board that authorizes, approves, or ratifies the contract or 23 transaction if the material facts of the transaction and the director's other directorship 24 are fully disclosed or known to the board, and if the board authorizes, approves, or 25 ratifies the contract or transaction in good faith by a vote sufficient without counting 26 the vote of the common director or the contract or transaction is approved by a 27 majority of all the members in good faith. This subsection does not apply to a 28 contract or transaction covered by (a) of this section. 29  (d) Interested or common directors may be counted in determining the 30 presence of a quorum at a meeting of the board that authorizes, approves, or ratifies 31 a contract or transaction.

01  (e) Nothing contained in this section affects the prohibitions or restraints 02 imposed by AS 45.50.562 - 45.50.596 (Monopolies; Restraint of Trade). 03  Sec. 10.21.415. Self-dealing transactions in public benefit corporations. (a) 04 The commissioner or, if the commissioner is joined as a party, any of the following 05 may bring an action in the superior court for the remedies specified in (b) of this 06 section: 07  (1) the corporation, or a member asserting the right in the name of the 08 corporation under AS 10.21.318; 09  (2) a director of the corporation; 10  (3) an officer of the corporation; 11  (4) a person granted a related status by the commissioner. 12  (b) If a self-dealing transaction that does not satisfy (c) of this section has 13 taken place, the court shall order an equitable and fair remedy to the corporation. The 14 court may take into account benefits received by the corporation and whether the 15 interested director acted in good faith and with intent to further the best interest of the 16 corporation. The court may order the director to do any or all of the following: 17  (1) account for profits made from the transaction and pay them to the 18 corporation; 19  (2) pay the corporation the value of the use of corporate property used 20 in the transaction; 21  (3) return or replace property lost to the corporation as a result of the 22 transaction, together with income or appreciation lost to the corporation by reason of 23 the transaction, or account for proceeds of the sale of the property and pay the 24 proceeds to the corporation with interest at the legal rate; in addition, the court may 25 order the director to pay exemplary damages for a fraudulent or malicious violation 26 of this section. 27  (c) In an action brought under (a) of this section, the remedies specified in (b) 28 of this section may not be granted if 29  (1) the commissioner, or the court in an action in which the 30 commissioner is a party, approved the transaction before or after it was consummated; 31  (2) the person asserting the validity of the transaction sustains the

01 burden of proving that 02  (A) the corporation entered into the transaction for its own 03 benefit; 04  (B) the transaction was fair and reasonable as to the corporation 05 at the time the corporation entered into the transaction; 06  (C) before completing the transaction or a part of it, the full 07 board authorized or approved the transaction in good faith by a vote of a 08 majority of the directors then in office, without counting the vote of the 09 interested director, and with knowledge of the material facts concerning the 10 transaction and the director's interest in the transaction; and 11  (D) the corporation could not in fact have obtained a more 12 advantageous arrangement with reasonable effort, or, before authorizing or 13 approving the transaction, the board considered and in good faith determined 14 after a reasonable investigation that the corporation could not have obtained a 15 more advantageous arrangement with reasonable effort; or 16  (3) the person asserting the validity of the transaction sustains the 17 burden of proving that 18  (A) a committee or person authorized by the board approved the 19 transaction in a manner consistent with (2) of this subsection; 20  (B) it was not practicable to obtain approval of the board before 21 entering into the transaction; and 22  (C) the board, after determining in good faith that the conditions 23 of (A) and (B) of this paragraph were satisfied, ratified the transaction at its 24 next meeting by a vote of the majority of the directors then in office without 25 counting the vote of the interested director. 26  (d) Except as provided in (e) of this section, an action under (a) of this section 27 shall be filed within two years after written notice setting out the material facts of the 28 transaction and the director's interest in the transaction is filed with the commissioner 29 or, if notice is not filed with the commissioner, within 10 years after the cause of 30 action has accrued. 31  (e) In an action for breach of an obligation of the corporation owed to an

01 interested director, if the obligation arises from a self-dealing transaction that does not 02 satisfy (c) of this section, the court may, by way of offset only, make an order 03 authorized under (b) of this section, notwithstanding the expiration of the applicable 04 period specified in (d) of this section. 05  (f) Interested directors may be counted in determining the presence of a 06 quorum at a meeting of the board that authorizes, approves, or ratifies a contract or 07 transaction. 08  (g) The provisions of this section do not apply to 09  (1) the action of the board in fixing the compensation of a director as 10 a director or officer of the corporation; 11  (2) a transaction that is part of a public or charitable program of the 12 corporation if it 13  (A) is approved or authorized by the corporation in good faith 14 and without unjustified favoritism; and 15  (B) results in a benefit to a director or the family of a director 16 because they are in the class of persons intended to be benefited by the public 17 or charitable program; or 18  (3) a transaction of which the interested director had no actual 19 knowledge and that does not exceed one percent of the gross receipts of the 20 corporation for the preceding fiscal year or $100,000, whichever is less. 21  (h) In this section, 22  (1) "interested director" means a director who has a material financial 23 interest in a transaction; 24  (2) "self-dealing transaction" means a transaction to which a public 25 benefit corporation is a party and in which a director of the corporation has a material 26 financial interest. 27  Sec. 10.21.420. Liability of director. (a) In addition to other liabilities, a 28 director is liable in the following circumstances unless the director complies with the 29 standards provided in AS 10.21.350(b) for the performance of the duties of a director: 30  (1) a director who votes for or assents to a distribution to the 31 corporation's members, other than during the liquidation of the corporation, is liable

01 to the corporation, jointly and severally with the other directors voting for or assenting 02 to the distribution, for the amount of the distribution that is paid or the value of the 03 assets that are distributed; 04  (2) a director who votes for or assents to a distribution to the 05 corporation's members during the liquidation of the corporation without the payment 06 and discharge of, or making of adequate provision for, all known debts, obligations, 07 and liabilities of the corporation is liable to the corporation, jointly and severally with 08 the other directors voting for or assenting to the distribution, for the value of the assets 09 that are distributed, to the extent that the debts, obligations, and liabilities of the 10 corporation are not paid and discharged; 11  (3) a director who votes for or assents to a loan of assets of the 12 corporation to an officer or employee contrary to the provisions of AS 10.21.435, or 13 contrary to a restriction in the articles of incorporation, is liable to the corporation, 14 jointly and severally with the other directors voting for or assenting to the loan, for the 15 amount of the loan in excess of the amount that could have been loaned under 16 AS 10.21.435 or within the restriction in the articles. 17  (b) A director against whom a claim is asserted under this section for the 18 distribution of assets of the corporation is entitled to contribution, in proportion to the 19 amounts received by the member, from a member who accepted or received those 20 assets knowing the distribution to have been made in violation of this chapter. A 21 director against whom a claim is asserted under this section for the extension of a loan 22 is entitled to contribution from the person receiving the loan. 23  (c) A director against whom a claim is asserted under this section is entitled 24 to contribution from the other directors who voted for or assented to the action on 25 which the claim is asserted. 26  Sec. 10.21.425. Action against director or officer for misconduct. (a) An 27 action may be brought against a director or officer of a domestic corporation to 28 procure a judgment 29  (1) to compel the defendant to account for official conduct in the matter 30 of 31  (A) the neglect of, failure to perform, or other violation of

01 duties in the management and disposition of corporate assets; or 02  (B) the acquisition by the defendant, transfer to others, or loss 03 or waste of corporate assets due to the neglect of or failure to perform the 04 defendant's duties; 05  (2) to set aside an unlawful conveyance, assignment, or transfer of 06 corporate assets if the transferee knew or should reasonably have known of the 07 unlawfulness of the conveyance, assignment, or transfer; or 08  (3) to enjoin a proposed unlawful conveyance, assignment, or transfer 09 of corporate assets, where there is a reasonable basis for believing that the transfer will 10 be made. 11  (b) An action for director or officer misconduct may be brought under (a) of 12 this section or AS 10.21.420(a) by the commissioner, by the corporation, or, in the 13 right of the corporation, by 14  (1) a director or officer of the corporation; 15  (2) a receiver, trustee in bankruptcy, or judgment creditor of the 16 corporation; or 17  (3) a member of the corporation under AS 10.21.318. 18  Sec. 10.21.430. Types, tenure, resignation, authority, agency, and duty of 19 care of officers. (a) A domestic corporation must have a chair of the board or a 20 president, or both, a secretary, a treasurer, and other officers with titles and duties as 21 stated in the bylaws or determined by the board and as may be necessary to enable the 22 corporation to sign instruments. The president, or if there is not a president, the chair 23 of the board, is the general manager and chief executive officer of the corporation. 24 Two or more offices may be held by the same person, except that the secretary or the 25 treasurer may not serve concurrently as the president or chair of the board. 26  (b) Except as otherwise provided in the articles or bylaws, officers shall be 27 chosen by the board and serve at the pleasure of the board, subject to the rights, if any, 28 of an officer under a contract of employment. An officer may resign at any time on 29 written notice to the corporation without prejudice to the rights, if any, of the 30 corporation under a contract to which the officer is a party. 31  (c) All officers, as between themselves and the corporation, have the authority

01 and shall perform the duties in the management of the corporation as provided in the 02 bylaws, or to the extent not provided in the bylaws, as provided by the board. 03  (d) Subject to the provisions of AS 10.21.020(a), a note, mortgage, evidence 04 of indebtedness, contract, conveyance, or other instrument in writing and an 05 assignment or endorsement of these instruments executed or entered into between the 06 corporation and another person, if signed by two individuals, one of whom is the chair 07 of the board, president, or a vice-president and the other of whom is the assistant 08 secretary, the treasurer, or an assistant treasurer of the corporation, is not invalidated 09 as to the corporation by any lack of authority of the signing officers in the absence of 10 actual knowledge on the part of the other person that the signing officers did not have 11 authority to execute the instrument. 12  (e) An officer shall perform the duties of an officer in good faith and with that 13 degree of care, including reasonable inquiry, that an ordinarily prudent person in a like 14 position would use under similar circumstances. Except as provided in (f) of this 15 section, an officer is entitled to rely on information, opinions, reports, or statements, 16 including financial statements and other financial data prepared or presented by legal 17 counsel or public accountants. 18  (f) An officer is not acting in good faith if the officer has knowledge 19 concerning the matter in question that makes reliance otherwise permitted by (e) of this 20 section unwarranted. 21  Sec. 10.21.435. Loans, guarantees, and advances. (a) A domestic 22 corporation or its parent or its subsidiary may not loan money or property to, or 23 guarantee the obligation of, a director or officer. 24  (b) Notwithstanding (a) of this section, a domestic corporation may advance 25 money to a director or officer of the corporation, or of its parent or its subsidiary, for 26 expenses reasonably anticipated to be incurred in the performance of the duties of the 27 officer or director if, in the absence of an advance, the director or officer would be 28 entitled to be reimbursed for the expenses by the corporation, its parent, or a 29 subsidiary. 30  Sec. 10.21.440. Indemnification and insurance. (a) A domestic corporation 31 may indemnify a person who was, is, or is threatened to be made a party to a

01 completed, pending, or threatened action or proceeding, whether civil, criminal, 02 administrative, or investigative, other than an action by or in the right of the 03 corporation, by reason of the fact that the person is or was a director, officer, 04 employee, or agent of the corporation. Indemnification may include reimbursement 05 of attorney fees, other expenses, judgments, fines, and amounts paid in settlement that 06 are actually and reasonably incurred in connection with the action or proceeding if the 07 person acted in good faith and in a manner the person reasonably believed to be in or 08 not opposed to the best interests of the corporation and, with respect to a criminal 09 action or proceeding, if the person did not have reasonable cause to believe the 10 conduct was unlawful. Except as provided in (b) of this section, the termination of an 11 action or proceeding by judgment, order, settlement, or conviction, or upon a plea of 12 nolo contendere or its equivalent, does not create a presumption that the person did not 13 act in good faith or in a manner that the person reasonably believed to be in or not 14 opposed to the best interests of the corporation or, with respect to a criminal action or 15 proceeding, that the person did not have reasonable cause to believe that the conduct 16 was unlawful. 17  (b) Notwithstanding (a) of this section, a public benefit corporation may not 18 indemnify a person with regard to an action or proceeding arising out of the conduct 19 of that person if 20  (1) the person was convicted of or entered a plea of nolo contendere 21 or its equivalent to a crime based on that conduct; or 22  (2) the conduct of the person was adjudicated to have been grossly 23 negligent by a court. 24  (c) A domestic corporation may indemnify a person who was, or is threatened 25 to be made, a party to a completed, pending, or threatened action by or in the right of 26 the corporation to procure a judgment in its favor by reason of the fact that the person 27 is or was a director, officer, employee, or agent of the corporation. Indemnification 28 may include reimbursement for attorney fees and other expenses actually and 29 reasonably incurred in connection with the defense or settlement of the action if the 30 person acted in good faith and in a manner the person reasonably believed to be in or 31 not opposed to the best interests of the corporation. Indemnification may not be made

01 with regard to a claim, issue, or matter as to which the person has been adjudged to 02 be liable for negligence or misconduct in the performance of duties to the corporation 03 except to the extent that the court in which the action was brought determines upon 04 application that, despite the adjudication of liability and in view of all the 05 circumstances of the case, the person is fairly and reasonably entitled to indemnity for 06 expenses that the court considers proper. 07  (d) To the extent that a director, officer, employee, or agent of a domestic 08 corporation has been successful on the merits or otherwise in defense of an action or 09 proceeding referred to in (a) or (c) of this section, or in defense of a claim, issue, or 10 matter in the action or proceeding, the person shall be indemnified against expenses 11 and attorney fees actually and reasonably incurred in connection with the defense. 12  (e) Unless otherwise ordered by a court, indemnification under (a) or (c) of 13 this section may only be made by a corporation as authorized in a specific case upon 14 a determination that indemnification of the director, officer, employee, or agent is 15 proper in the circumstances because that person has met the applicable standard of 16 conduct set out in (a) or (c) of this section. The determination shall be made by 17  (1) the board by a majority vote of a quorum consisting of directors 18 who were not parties to the action or proceeding; 19  (2) independent legal counsel in a written opinion if a quorum of 20 directors under (1) of this subsection 21  (A) is not obtainable; or 22  (B) is obtainable but a majority of disinterested directors directs 23 that the determination be made by independent legal counsel in a written 24 opinion; or 25  (3) approval of a majority of all the members. 26  (f) A corporation may pay the expenses incurred in defending a civil or 27 criminal action or proceeding in advance of the final disposition of the action or 28 proceeding as authorized in the manner provided in (e) of this section on receipt of an 29 undertaking by or on behalf of the director, officer, employee, or agent to repay the 30 amount unless it is ultimately determined that the person is entitled to be indemnified 31 by the corporation as authorized in this section.

01  (g) The indemnification provided by this section is not exclusive of other 02 rights to which a person seeking indemnification may be entitled under a bylaw or a 03 vote of members or disinterested directors, both as to action in the official capacity of 04 the person and as to action in another capacity while holding the office, continues as 05 to a person who has ceased to be a director, officer, employee, or agent, and inures to 06 the benefit of the heirs, executors, and administrators of the person. 07  (h) A domestic corporation may purchase and maintain insurance on behalf of 08 a person who is or was a director, officer, employee, or agent of the corporation 09 against any liability asserted against and incurred by the person in that capacity, or 10 arising out of that status, to and only to the extent that the corporation would have the 11 power to indemnify the person against the liability under the provisions of this section. 12 Article 7. Amendments and Changes. 13  Sec. 10.21.450. Authorization: permitted and prohibited amendments. (a) 14 By complying with the provisions of this chapter, a domestic corporation may amend 15 its articles from time to time and in any and as many respects as may be desired if its 16 articles, as amended, contain only provisions that would be lawful to insert in original 17 articles filed when the amendment is filed. 18  (b) In particular, and without limitation on the general power of amendment, 19 a domestic corporation may amend its articles to 20  (1) change its corporate name; 21  (2) extend a limitation on its period of duration; 22  (3) change, enlarge, or diminish a limitation on its corporate purpose 23 if the change is consistent with the status of the corporation as a public benefit 24 corporation or mutual benefit corporation. 25  (c) A domestic corporation may not amend its articles to alter a statement that 26 may appear in the original articles of the names and addresses of the first directors, or 27 the name and address of the initial agent, except to correct an error in the statement 28 or to delete the name or address of the initial agent after the corporation has filed a 29 notice under AS 10.21.083. 30  Sec. 10.21.453. Procedure to amend articles of incorporation. (a) A 31 domestic corporation shall use the following procedure to amend its articles:

01  (1) if there are no members entitled to vote, the board shall adopt a 02 resolution setting out the proposed amendment; 03  (2) subject to AS 10.21.455, if there are members entitled to vote, 04  (A) written notice setting out the proposed amendment or a 05 summary of the changes to be made by the amendment shall be given to each 06 member entitled to vote on the amendment within the time and in the manner 07 provided in this chapter for the giving of notice of meetings of members; if the 08 amendment is to be considered at an annual meeting, the proposed amendment 09 or a summary may be included in the notice of the meeting; 10  (B) an amendment shall be adopted if approved by the board 11 and a majority of all members; approval may be initiated by the members 12 either before or after consideration by the board; if the board adopts a 13 resolution setting out a proposed amendment, the board shall direct that the 14 amendment be submitted to a vote at a meeting of the members that may be 15 either the annual or a special meeting; if approval of a majority of all the 16 members is obtained before action by the board, the board shall consider and 17 either approve or reject the amendment at the next regular or special meeting. 18  (b) Notwithstanding approval under (a) of this section, if the corporation has 19 donated assets and the disposition of the donated assets would be affected by the 20 amendment, that amendment does not become effective under AS 10.21.465 or 21 10.21.473 until the commissioner issues a written finding that the disposition or 22 expenditures of the donated assets would be in reasonable conformity with the 23 probable intention of the donor. 24  (c) If the procedures set out in (a) of this section and, if necessary, in (b) of 25 this section have been complied with, a proposed amendment may be contained in 26 restated articles that contain a statement that 27  (1) except for the designated amendment, the restated articles correctly 28 set out without change the provisions of the articles being amended; and 29  (2) the restated articles and the designated amendment supersede the 30 original articles and all amendments to the original articles. 31  Sec. 10.21.455. Class voting on amendments. (a) The members of a class

01 may vote as a class on a proposed amendment, whether or not the members are 02 entitled to vote on the amendment by the provisions of the articles, if the amendment 03  (1) materially and adversely affects the rights, privileges, preferences, 04 restrictions, or conditions of that class as to voting or dissolution or, in the case of a 05 mutual benefit corporation, as to transfer or redemption in a manner different than the 06 action affects another class; 07  (2) materially and adversely affects the class as to voting or dissolution 08 or, in the case of a mutual benefit corporation, as to transfer or redemption by 09 changing the rights, privileges, preferences, restrictions, or conditions of another class; 10  (3) increases or decreases the number of memberships authorized in a 11 class; 12  (4) exchanges, reclassifies, or cancels all or part of the memberships 13 of the class; or 14  (5) authorizes a new class of memberships. 15  (b) If the members of a class are entitled to vote as a class under (a) of this 16 section, the amendment is not approved unless it receives a majority vote of the 17 members of that class and of all the members entitled to vote on the amendment. 18  Sec. 10.21.458. Greater voting requirements. If the articles require the vote 19 of a larger proportion or all of the members of a class, or of a larger proportion or all 20 of the directors, than is otherwise required by this chapter, the provision in the articles 21 requiring the greater vote may not be altered, amended, or repealed except by that 22 greater vote unless otherwise provided in the articles. 23  Sec. 10.21.460. Articles of amendment. The articles of amendment shall be 24 executed in duplicate by the corporation by its board chair, president, or a vice- 25 president, and by its secretary or an assistant secretary, shall be verified by one of the officers 26 signing the articles, and must set out 27  (1) the name of the corporation; 28  (2) the amendment adopted; 29  (3) the date of the approval of the amendment by the board and 30 members, or by the board if no members are entitled to vote; 31  (4) the number of members, the number of members entitled to vote,

01 and, if the members of a class are entitled to vote as a class, the designation and 02 number of members of each class entitled to vote; 03  (5) the number of members who voted for and against the amendment 04 and, if the members of a class are entitled to vote as a class, the number of members 05 of each class who voted for and against the amendment, or, if no members are entitled 06 to vote, a statement to that effect. 07  Sec. 10.21.463. Filing of articles of amendment. Duplicate originals of the 08 articles of amendment shall be delivered to the commissioner for processing according 09 to AS 10.21.905 and for issuance of a certificate of amendment. 10  Sec. 10.21.465. Effect of certificate of amendment. (a) An amendment is 11 effective upon the issuance of a certificate of amendment by the commissioner, or on 12 a later date, not more than 30 days after the filing of the certificate with the 13 commissioner, provided in the articles of amendment. 14  (b) An amendment may not affect an existing cause of action in favor or 15 against the corporation, a pending court action to which the corporation is a party, or 16 the existing rights of a person other than a member. If the corporate name is changed 17 by amendment, a court action brought by or against the corporation under its former 18 names does not abate. 19  Sec. 10.21.468. Restated articles of incorporation. A domestic corporation 20 may, by resolution adopted by the board, restate its articles as amended up to that 21 time. Upon adoption of the resolution, restated articles shall be executed in duplicate 22 by the corporation by its board chair, its president or a vice-president, and its secretary 23 or an assistant secretary, shall be verified by one of the officers signing the articles, 24 and must set out all of the operative provisions of the articles as amended up to that 25 time and a statement that the restated articles 26  (1) correctly set out without change the corresponding provisions of the 27 articles as amended up to that time; and 28  (2) supersede the original articles and all amendments to them. 29  Sec. 10.21.470. Filing of restated articles of incorporation. Duplicate 30 originals of the restated articles shall be delivered to the commissioner for processing 31 according to AS 10.21.905 and for issuance of a restated certificate of incorporation.

01  Sec. 10.21.473. Effect of issuance of restated certificate of incorporation. 02 Upon the issuance of a restated certificate of incorporation, the restated articles become 03 effective and supersede the original articles and all amendments. 04  Sec. 10.21.475. Procedure for alteration of corporate status of public 05 benefit corporations. (a) A public benefit corporation may amend its articles of 06 incorporation to change its status to that of a mutual benefit corporation. 07  (b) If a public benefit corporation has assets, an amendment to change its 08 status to a mutual benefit corporation is subject to approval in writing by the 09 commissioner, and the approval must be obtained before the change. If a public 10 benefit corporation does not have assets, the corporation shall give the commissioner 11 a copy of the amendment at least 20 days before the amendment is filed. 12  (c) Amended articles authorized by this section must include the provisions 13 that would have been required, and may include only those provisions that would have 14 been permitted, in original articles filed by a mutual benefit corporation. 15  Sec. 10.21.478. Procedure for alteration of corporate status of mutual 16 benefit corporations. (a) A mutual benefit corporation may amend its articles of 17 incorporation to change its status to a public benefit corporation. 18  (b) If the corporation has members entitled to vote, an amendment to change 19 its status to a public benefit corporation is subject to approval by 20  (1) the members, and to approval in writing by the commissioner; or 21  (2) 100 percent of the voting power. 22  (c) Amended articles authorized by this section must include the provisions 23 that would have been required, and may include only those provisions that would have 24 been permitted, in original articles filed by a public benefit corporation. 25  Sec. 10.21.480. Amendment of articles of incorporation in reorganization 26 proceedings. (a) If a plan of reorganization of a domestic corporation has been 27 confirmed by a decree or an order of a court in proceedings for the reorganization of 28 the corporation under an applicable statute of the United States relating to 29 reorganizations of corporations, the articles of the corporation may be amended as 30 necessary in the manner provided in (c) of this section in order to carry out the plan 31 and put it into effect. The articles as amended may contain provisions that might be

01 lawfully contained in original articles at the time of making of the amendment. 02  (b) In particular, and without limitation on the general power of amendment, 03 the articles may be amended under (a) of this section to 04  (1) change the name, period of duration, or purposes of the corporation; 05  (2) repeal, alter, or amend the bylaws of the corporation; 06  (3) change the number of memberships, or the memberships of a class, 07 that the corporation has authority to issue; 08  (4) change the preferences, limitations, and relative rights of all or part 09 of the memberships of the corporation and classify, reclassify, or cancel all or part of 10 the memberships; 11  (5) authorize the issuance of and fix the terms of bonds, debentures, or 12 other obligations of the corporation; and 13  (6) constitute, reconstitute, classify, or reclassify the board of the 14 corporation and appoint directors and officers in place of, or in addition to, all or any 15 of the directors or officers then in office. 16  (c) Articles of amendment approved by a decree or an order of a court shall 17 be executed and verified in duplicate by the person the court designates or appoints for 18 the purpose and shall set out the name of the corporation, the amendments of the 19 articles approved by the court, the date of the decree or order approving the articles 20 of amendment, the title of the proceedings in which the decree or order was entered, 21 and a statement that the decree or order was entered by a court having jurisdiction of 22 the proceedings for the reorganization of the corporation under an applicable statute 23 of the United States. 24  Sec. 10.21.483. Filing of amendment of articles in reorganization 25 proceedings. Duplicate originals of the articles of amendment in reorganization 26 proceedings shall be delivered to the commissioner for processing under AS 10.21.905 27 and issuance of a certificate of amendment. 28  Sec. 10.21.485. Effect of issuance of certificate of amendment in 29 reorganization proceedings. An amendment under AS 10.21.480 is effective upon 30 the issuance of the certificate of amendment in reorganization proceedings, and articles 31 that are amended under AS 10.21.480 without action by the directors or members of

01 the corporation have the same effect as if the amendments had been adopted by 02 unanimous action of the directors and members of the corporation. 03 Article 8. Organic Change. 04  Sec. 10.21.500. Merger or consolidation of public benefit corporations. (a) 05 A public benefit corporation may only merge or consolidate with a domestic 06 corporation or a foreign corporation. 07  (b) Without the prior written consent of the commissioner, a public benefit 08 corporation may only merge or consolidate with another public benefit corporation or 09 a foreign corporation that would be a public benefit corporation if formed under this 10 chapter. 11  (c) A copy of a proposed agreement of merger or consolidation allowed under 12 (a) of this section shall be filed with the commissioner at least 20 days before the 13 consummation of the merger or consolidation. 14  (d) Without the prior written consent of the commissioner, if a merger or 15 consolidation occurs as provided under (a) of this section, each member of a 16 constituent corporation may only receive or keep a membership in the surviving or 17 new corporation. 18  Sec. 10.21.503. Merger or consolidation of mutual benefit corporations. 19 A mutual benefit corporation may merge or consolidate with a foreign corporation or 20 domestic corporation. A merger or consolidation of a mutual benefit corporation with 21 a public benefit corporation is subject to the prior written consent of the commissioner. 22  Sec. 10.21.505. Procedure for merger. For a merger, a written plan approved 23 by the board of each corporation is required and must set out 24  (1) the names and places of incorporation of the corporations proposing 25 to merge and the name of the surviving corporation into which they propose to merge; 26  (2) the terms and conditions of the proposed merger; 27  (3) the manner and basis, if any, of converting the memberships of each 28 merging corporation into memberships or obligations of the surviving corporation; 29  (4) a statement of changes in the articles or bylaws of the surviving 30 corporation caused by the merger and whether or not the surviving corporation will be 31 a public benefit corporation or a foreign corporation that would be a public benefit

01 corporation if formed under this chapter; and 02  (5) other provisions of the merger considered necessary or desirable. 03  Sec. 10.21.508. Procedure for consolidation. For a consolidation, a written 04 plan approved by the board of each corporation is required and must set out 05  (1) the names and places of incorporation of the corporations proposing 06 to consolidate and the name of the new corporation into which they propose to 07 consolidate; 08  (2) the terms and conditions of the proposed consolidation and whether 09 the new corporation is a public benefit corporation, a mutual benefit corporation, or 10 a foreign corporation; 11  (3) the manner and basis, if any, of converting the memberships of each 12 corporation into memberships or obligations of the new corporation; 13  (4) the statements of the new corporation required to be set out in the 14 articles for corporations organized under this chapter; and 15  (5) other provisions of the consolidation considered necessary or 16 desirable. 17  Sec. 10.21.510. Notice to and approval by members. (a) On approval by 18 the board of each corporation of a plan of merger or consolidation, each board shall, 19 by resolution, direct that the plan be submitted at either an annual or special meeting 20 for approval by the members of each corporation as provided in AS 10.21.513. 21 Written notice shall be given to each member, whether or not the member's voting 22 rights are extinguished under the provisions of the articles of incorporation or bylaws 23 of the corporation, at least 20 days before the meeting, in the manner provided in 24 AS 10.21.238 for the giving of notice of meetings of members. Whether the meeting 25 is an annual or special meeting, the notice must state that the purpose or one of the 26 purposes of the meeting is to consider the proposed plan of merger or consolidation. 27 A copy or summary of the plan of merger or consolidation as well as a copy of 28 AS 10.21.530 and 10.21.533 concerning the rights of a dissenting member of a mutual 29 benefit corporation must be included with the notice. 30  (b) The provisions of this section do not apply to a corporation without 31 members.

01  Sec. 10.21.513. Manner of approval by members. (a) At each meeting for 02 which notice is given under AS 10.21.510, a vote of the members shall be taken on 03 the proposed plan of merger or consolidation. Each member of each corporation may 04 vote on the proposed plan, whether or not the member has voting rights under the 05 articles of the corporation. The plan is approved if it receives the affirmative vote of 06 at least two-thirds of the members of each corporation. If a class of members of a 07 corporation is entitled to vote on the plan as a class, the plan is approved if it receives 08 the affirmative vote of at least two-thirds of the members of each class of members 09 entitled to vote on the plan as a class and the affirmative vote of at least two-thirds of 10 the total memberships entitled to vote on the plan. A class of members of a 11 corporation is entitled to vote as a class if a plan contains a provision that, if contained 12 in a proposed amendment to the articles, would entitle the class of members to vote 13 as a class. 14  (b) The provisions of this section do not apply to a corporation without 15 members. 16  Sec. 10.21.515. Abandonment of plan of merger or consolidation. After 17 approval by the members of each corporation under AS 10.21.513, and before the 18 filing of the articles of merger or consolidation, the merger or consolidation may be 19 abandoned under provisions set out in the plan. 20  Sec. 10.21.518. Articles of merger or consolidation. After approval of the 21 plan of merger or consolidation by the members under AS 10.21.513 or, if there are 22 no members, by the board under AS 10.21.200(b)(1), articles of merger or articles of 23 consolidation shall be executed in duplicate by each corporation by its board chair, its 24 president or a vice-president, and its secretary or an assistant secretary, shall be 25 verified by one of the officers of each corporation signing the articles, and must set 26 out 27  (1) the plan of merger or consolidation; 28  (2) the number of outstanding memberships of each corporation and, 29 if the members of a class were entitled to vote as a class, the designation and number 30 of the outstanding memberships of the class; and 31  (3) the number of members who voted for and against the plan and, if

01 the members of a class were entitled to vote as a class, the number of members of the 02 class who voted for and against the plan. 03  Sec. 10.21.520. Filing of articles of merger or consolidation. Duplicate 04 originals of the articles of merger or consolidation shall be delivered to the 05 commissioner for processing according to AS 10.21.905 and for the issuance of a 06 certificate of merger or consolidation. 07  Sec. 10.21.523. Effect of merger or consolidation. (a) A merger or 08 consolidation is effective upon the issuance of a certificate of merger or consolidation 09 by the commissioner, or on a later date, not more than 30 days after the filing of the 10 certificate with the commissioner, as provided in the plan. 11  (b) When a merger or consolidation has become effective, 12  (1) the corporations that are parties to the plan of merger or 13 consolidation are a single corporation that, in the case of a merger, is the corporation 14 designated in the plan of merger as the surviving corporation and, in the case of a 15 consolidation, is the new corporation provided for in the plan of consolidation; 16  (2) the separate existence of all corporations or parties to the plan of 17 merger or consolidation, except the surviving or new corporation, ceases; 18  (3) a surviving or new corporation has all the rights, privileges, 19 immunities, and powers and is subject to all the duties and liabilities of a corporation 20 organized under this chapter; 21  (4) the surviving or new corporation possesses all the public and private 22 rights, privileges, immunities, and franchises of each of the merging or consolidating 23 corporations; all real property, personal property, and mixed property, all debts due on 24 any account, all other choses in action, and every other interest of, belonging to, or due 25 to each of the merged or consolidated corporations are transferred to and vested in the 26 corporation without further act; the title to real estate, including an interest in real 27 estate, vested in any of the corporations may not revert and is not in any way impaired 28 by reason of a merger or consolidation; however, property received by a corporation 29 by a conditional grant or similar device remains subject to the same conditions as if 30 the merger or consolidation had not occurred; 31  (5) a surviving or new corporation is responsible and liable for all the

01 liabilities and obligations of each of the merged or consolidated corporations; a claim 02 existing, or an action or a proceeding pending, by or against the merged or 03 consolidated corporations may be prosecuted as if the merger or consolidation had not 04 taken place, or the surviving or new corporation may be substituted in the place of the 05 merged or consolidated corporation; the rights of creditors or any liens on any of the 06 property of the merged or consolidated corporation are not impaired by the merger or 07 consolidation; 08  (6) in the case of a merger, the articles of incorporation of the 09 surviving corporation are considered to be amended to the extent that changes in its 10 articles are stated in the plan of merger; in the case of a consolidation, the statements 11 set out in the articles of consolidation that are required or permitted to be set out in 12 the articles of corporations organized under this chapter are considered to be the 13 original articles of the new corporation. 14  (c) When a merger or consolidation has become effective, the memberships 15 of the corporations that are parties to the plan and that are to be converted under the 16 terms of the plan cease to exist, and the members are entitled only to the membership 17 or obligations into which the membership has been converted in accordance with the 18 plan, subject to the rights of dissenting members under AS 10.21.533. 19  Sec. 10.21.525. Merger or consolidation with a foreign corporation. (a) 20 Subject to the provisions of AS 10.21.500 and 10.21.503, foreign corporations may be 21 merged or consolidated if the merger or consolidation is authorized by the law under 22 which they are formed. In the case of a merger, the surviving corporation must be one 23 of the constituent corporations, and the surviving corporation continues to exist under 24 the laws of the state or place of its incorporation. In the case of a consolidation, the 25 new corporation may be either a domestic corporation formed under this chapter or a 26 foreign corporation formed under the laws of another state. 27  (b) If the surviving or new corporation is a public benefit corporation, the 28 merger or consolidation proceedings of that corporation and a disappearing corporation 29 must conform to the provisions of this chapter governing the merger of corporations. 30 If the surviving or new corporation is a foreign corporation, the merger or 31 consolidation proceeding may be in accordance with the laws of the state or place of

01 incorporation of the surviving or new corporation subject to the approval of the boards 02 and members under AS 10.21.505, 10.21.508, and 10.21.513. 03  (c) If the surviving or new corporation is a public benefit corporation, the 04 merger or consolidation agreement and the officers' certificate of each constituent 05 corporation shall be filed under AS 10.21.520, and, after filing, subject to 06 AS 10.21.523(a), the merger or consolidation is effective as to each corporation; a 07 foreign disappearing corporation that is qualified for the conduct of intrastate affairs 08 automatically surrenders its right to conduct intrastate affairs by filing a merger or 09 consolidation agreement under this subsection. 10  (d) If the surviving or new corporation is a mutual benefit corporation, the 11 merger or consolidation proceedings of that corporation and a domestic disappearing 12 corporation must conform to the provisions of this chapter and other applicable laws 13 of this state. If the surviving or new corporation is a foreign corporation, the merger 14 or consolidation proceeding may be in accordance with the laws of the state or place 15 of incorporation of the surviving or new corporation subject to the approval of the 16 boards and members under AS 10.21.505, 10.21.508, and 10.21.513. 17  (e) If the surviving or new corporation is a foreign corporation, the merger or 18 consolidation becomes effective under the law of the jurisdiction in which it is 19 organized, but is effective as to a disappearing corporation as of the time of 20 effectiveness in the foreign jurisdiction after the filing in this state as required by this 21 subsection. A surviving or new corporation shall file as to the domestic disappearing 22 corporation a copy of the merger or consolidation agreement, certificate, or other 23 document filed by the surviving or new corporation in the state or place of its 24 incorporation for the purpose of effecting the merger or consolidation, certified by the 25 public officer having official custody of the original or, in lieu of a certified copy, an 26 executed copy of the merger or consolidation agreement, certificate, or other document. 27 A foreign disappearing corporation that is qualified for the transaction of intrastate 28 business automatically surrenders its right to transact intrastate business by filing a 29 merger or consolidation agreement under this subsection. 30  Sec. 10.21.530. Right of members of mutual benefit corporation to dissent. 31 (a) A member of a mutual benefit corporation may dissent from the following

01 corporate actions: 02  (1) a plan of merger or consolidation to which the corporation is a 03 party; or 04  (2) a sale or exchange of all or substantially all of the property and 05 assets of the corporation not made in the usual and regular course of its business, 06 including a sale in dissolution, but not including a sale under an order of a court 07 having jurisdiction. 08  (b) The rights of a member who dissents as to less than all of the memberships 09 registered in that member's name shall be determined as if the memberships as to 10 which the member dissents and the member's other memberships are registered in the 11 names of different members. 12  Sec. 10.21.533. Rights of dissenting members and withdrawal of demand. 13 (a) A member electing to exercise a right of dissent under AS 10.21.530 shall file 14 with the corporation, before or at the meeting of members at which the proposed 15 corporate action is submitted to a vote, a written objection to the proposed corporate 16 action. If the proposed corporate action is approved by the vote required under 17 AS 10.21.513 and the member did not vote in favor of the action, the member may, 18 within 10 days after the date on which the vote was taken, make a written demand on 19 the corporation or, in the case of a merger or consolidation, on the surviving or new 20 domestic or foreign corporation, for payment of the fair value of the membership. If 21 the proposed corporate action is effected, the corporation shall pay to the dissenting 22 member, upon tender of a resignation from membership, the fair value of the 23 membership on the day before the date on which the vote was taken approving the 24 proposed corporate action, excluding any appreciation or depreciation in anticipation 25 of the corporate action. A member failing to make timely demand under this section 26 is bound by the terms of the proposed corporate action. A dissenting member making 27 demand under this section is entitled only to payment as provided in this section and 28 is not entitled to vote or to exercise any other rights of a member. 29  (b) A demand may not be withdrawn without the consent of the corporation. 30 The right of the member to be paid the fair value of the membership ceases and status 31 as a member is restored without prejudice to a corporate proceeding that may have

01 been taken during the interim if 02  (1) a demand is withdrawn with consent; 03  (2) the proposed corporate action is abandoned or rescinded; 04  (3) the members revoke the authority for the action; 05  (4) on the date of the filing of articles of merger, the surviving 06 corporation has 100 percent control of the other domestic and foreign corporations that 07 are parties to the merger; 08  (5) a demand or petition for the determination of fair value by a court 09 has not been made or filed within the time provided in AS 10.21.540; or 10  (6) a court determines that a member is not entitled to the relief 11 provided by AS 10.21.540. 12  (c) In (b) of this section, "100 percent control" of a corporation means the 13 power to elect or designate all of the members of the board of directors of that 14 corporation. 15  Sec. 10.21.535. Notice to dissenting member. Within 10 days after a 16 corporation takes action to which a member dissents under AS 10.21.530, the 17 corporation or, in the case of a merger or consolidation, the surviving or new domestic 18 or foreign corporation shall give written notice of the action to each dissenting member 19 who has made demand under AS 10.21.533 and shall make a written offer to each 20 dissenting member to pay for the membership a specified price considered by the 21 corporation to be the fair value of the membership. The notice and offer must be 22 accompanied by a balance sheet of the corporation of which the dissenter is a member 23 as of the latest available date but not more than 12 months before the making of the 24 offer, and by a profit and loss statement of that corporation for the 12-month period 25 ending on the date of the balance sheet. 26  Sec. 10.21.538. Payment to dissenting member after agreement on value 27 of memberships. If, within 30 days after a corporation effects an organic change to 28 which a member dissents under AS 10.21.530, the fair value of the membership is 29 agreed on between the dissenting member and the corporation, payment for the 30 membership shall be made to the dissenting member within 90 days after the action 31 was effected, upon surrender of the certificate representing the membership. On

01 payment of the agreed value, the dissenting member ceases to have an interest in the 02 membership. 03  Sec. 10.21.540. Action to determine value upon failure to agree. (a) If, 04 within 30 days after a corporation effects an organic change to which a member 05 dissents under AS 10.21.530, the member and the corporation do not agree on the 06 value of the membership, the corporation, within 30 days after receipt of a written 07 demand from a dissenting member given within 60 days after the corporate action was 08 effected, shall, within 60 days of the corporate action, file a petition in superior court 09 in the judicial district where the registered office of the corporation is located 10 requesting that the fair value of the membership be found and determined. If, in the 11 case of a merger or consolidation, the surviving or new corporation is a foreign 12 corporation without a registered office in this state, the petition shall be filed in the 13 judicial district where the registered office of the domestic corporation was last 14 located. If the corporation fails to institute a proceeding as provided in this section, 15 a dissenting member may institute a proceeding in the name of the corporation. All 16 dissenting members, wherever residing, shall be made parties to the proceeding as an 17 action against their memberships quasi in rem. A copy of the petition shall be served 18 by registered mail on each dissenting member who is a nonresident. Service on 19 nonresidents shall also be made by publication as provided by law. The jurisdiction 20 of the court is plenary and exclusive. All members who are parties to the proceeding 21 are entitled to judgment against the corporation for the amount of the fair value of 22 their memberships. The court may appoint appraisers to receive evidence and 23 recommend a decision on the question of fair value of the memberships. The 24 appraisers have the power and authority specified in the order of their appointment or 25 as amended. The judgment is payable only on and concurrently with the tender to the 26 corporation of a written resignation from membership by the dissenting member. On 27 payment of the judgment, the dissenting member ceases to have an interest in the 28 membership. 29  (b) The judgment may include an allowance for interest at a rate the court 30 finds to be fair and equitable from the date on which the vote was taken on the 31 proposed corporate action to the date of payment.

01  (c) The costs and expenses of a proceeding under this section shall be 02 determined by the court and assessed against the corporation. If the court finds that 03 the failure of members to accept the offer was arbitrary, vexatious, or not in good 04 faith, all or any part of the costs and expenses may be apportioned and assessed 05 against any or all of the dissenting members. The expenses shall include the 06 reasonable compensation and expenses of the appraisers but shall exclude the fees and 07 expenses of counsel for, and experts employed by, any party. 08  (d) Notwithstanding (c) of this section, if the fair value of the memberships 09 as determined by the court materially exceeds the amount that the corporation offered 10 to pay, or if an offer was not made, the court in its discretion may award to a member 11 who is party to the proceeding reasonable compensation for an expert or experts 12 employed by the member in the proceeding. 13  Sec. 10.21.543. Tender of dissenters' resignation from membership. Within 14 20 days after demanding payment for a membership, a member shall tender to the 15 corporation a written resignation from membership. If the member fails to tender 16 resignation to the corporation, the corporation may terminate the member's rights 17 under AS 10.21.500 - 10.21.543 unless ordered otherwise by a court. A member who 18 has tendered a resignation from membership under this section may not transfer the 19 membership unless the resignation is revoked with permission of the corporation. 20 Article 9. Dissolution of Public Benefit Corporations. 21  Sec. 10.21.550. Application of AS 10.21.550 - 10.21.628. The provisions of 22 AS 10.21.550 - 10.21.628 apply only to a public benefit corporation. 23  Sec. 10.21.553. Voluntary dissolution of public benefit corporations. (a) 24 A corporation may voluntarily elect to wind up and dissolve 25  (1) by the approval of a majority of all members; or 26  (2) by approval of the board and approval of the members. 27  (b) A corporation may elect by approval of the board to wind up and dissolve 28 if the corporation 29  (1) has been adjudicated bankrupt; 30  (2) has disposed of all of its assets and has not conducted activity for 31 a period of five years immediately preceding the adoption of the resolution electing

01 to dissolve the corporation; or 02  (3) does not have members. 03  Sec. 10.21.555. Filing of certificate of election to wind up and dissolve. (a) 04 A corporation that has elected to wind up and dissolve shall file a certificate 05 evidencing the election with the commissioner. 06  (b) The certificate shall be signed and verified by at least a majority of the 07 directors then in office or by one or more members authorized to do so by approval 08 of a majority of all members and must contain 09  (1) a statement that the corporation has elected to wind up and dissolve; 10  (2) a statement of the number of votes for the election if the election 11 was made by the vote of the members alone and that the election was made by 12 approval of a majority of all members; 13  (3) a statement of whether or not the election was made by the board 14 and members under AS 10.21.553(a)(2); 15  (4) if the certificate is executed by a member, a statement that the 16 person executing the certificate is authorized to execute the certificate by approval of 17 a majority of all members; 18  (5) if the election was made by the board under AS 10.21.553(b), a 19 statement of the circumstances showing the corporation to be within one of the 20 categories described in AS 10.21.553(b). 21  Sec. 10.21.558. Revocation of election to wind up and dissolve corporation. 22 (a) A voluntary election to wind up and dissolve under AS 10.21.553 may be revoked 23 before distribution of assets 24  (1) if the election was made under AS 10.21.553(a)(1) by approval of 25 a majority of all members; 26  (2) if the election was made under AS 10.21.553(a)(2) by approval of 27 the board and the members; or 28  (3) if the election was made under AS 10.21.553(b) by approval of the 29 board. 30  (b) After a revocation, a certificate evidencing the revocation shall be signed, 31 verified, and filed in the manner prescribed in AS 10.21.555.

01  (c) The certificate required by (b) of this section must contain a statement 02  (1) that the corporation has revoked its election to wind up and 03 dissolve; 04  (2) that assets have not been distributed as a result of the election; 05  (3) of the number of votes for the revocation and that the revocation 06 was made by approval of a majority of all members, if the revocation was made by 07 a vote of the members alone; 08  (4) of whether or not the revocation was made by the board and 09 members under AS 10.21.553(a)(2); and 10  (5) of whether or not the revocation was made by the board alone. 11  Sec. 10.21.560. Commencement and conduct of voluntary dissolution. (a) 12 Voluntary proceedings for winding up the corporation commence with the approval 13 required under AS 10.21.553. 14  (b) If a voluntary proceeding for winding up has commenced, the board shall 15 continue to act as a board and has full powers to wind up and settle the corporation's 16 affairs before and after filing of the certificate of dissolution. 17  (c) If a voluntary proceeding for winding up has commenced, the corporation 18 shall cease to conduct its activities except to the extent necessary for beneficial 19 winding up, to carry out the corporation's purposes, and to preserve the corporation's 20 goodwill or going concern value pending a sale or other disposition of its assets, or 21 both, in whole or in part. The board shall give written notice by mail of the 22 commencement of the proceeding for voluntary winding up to all members of the 23 corporation. It is unnecessary to give notice to members who voted in favor of 24 winding up and dissolving of the corporation. Written notice shall also be given by 25 mail to all known creditors and claimants whose addresses appear on the records of 26 the corporation and to the commissioner. 27  Sec. 10.21.563. Jurisdiction and power of court over voluntary winding up. 28 If a corporation is in the process of voluntary winding up, the superior court, upon the 29 petition of the corporation, the commissioner, or three or more creditors of the 30 corporation, and upon notice to the members and creditors as the court may order, may 31 take jurisdiction over the voluntary winding-up proceeding if it appears necessary for

01 the protection of a party in interest or if it appears necessary to protect the purposes 02 served by the corporation. The court, if it assumes jurisdiction, may make orders as 03 to any and all matters concerning the winding up of the affairs of the corporation and 04 the protection of its creditors, assets, and purposes. The provisions of AS 10.21.573 - 05 10.21.600 apply to court proceedings under this section. 06  Sec. 10.21.565. Certificate of dissolution. (a) 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 a certificate of dissolution stating that 09  (1) the corporation has been completely wound up; 10  (2) its known debts and liabilities have been paid or adequately 11 provided for as far as the corporation's assets permitted or that it has not incurred 12 known debts or liabilities; if there are known debts or liabilities as to which adequate 13 provision for payment has been made, the certificate must state the name and address 14 of the corporation, person, or governmental agency that has assumed or guaranteed the 15 payment, or the name and address of the depository with which deposit has been made, 16 and other information as necessary to enable the creditor or other person to whom 17 payment is to be made to appear and claim payment of the debt or liability; 18  (3) its known assets have been distributed to the persons entitled to the 19 assets or that the corporation has not acquired known assets; 20  (4) the corporation is dissolved. 21  (b) The certificate of dissolution shall be filed with the commissioner. After 22 filing the certificate of dissolution, the corporate existence ceases, except for the 23 purpose of further winding up if needed. 24  Sec. 10.21.568. Termination of corporation on expiration of term of 25 existence. Except as otherwise provided by law, if the term of existence for which a 26 corporation was organized expires without renewal or extension, the board shall 27 terminate the corporation's activities and wind up its affairs. After the affairs of the 28 corporation have been wound up under this section, a majority of the directors then in 29 office shall execute and file a certificate of dissolution conforming to the requirements 30 in AS 10.21.565. 31  Sec. 10.21.570. Petition for court order declaring corporation duly wound

01 up and dissolved. (a) Instead of filing a certificate of dissolution, the board may 02 petition the superior court for an order declaring the corporation duly wound up and 03 dissolved. The petition shall be filed in the name of the corporation. 04  (b) Upon the filing of a petition under (a) of this section, the court shall order 05 all interested persons, including the commissioner, to show cause why an order should 06 not be made declaring the corporation duly wound up and dissolved. Notice of the 07 order shall be served on all creditors, claimants, and members in the same manner as 08 the notice given under AS 10.21.600(b). Notice shall also be served on the 09 commissioner. 10  (c) A person claiming to be an interested party to the winding up and 11 dissolution as a member, creditor, or otherwise may appear in the proceeding at any 12 time before the expiration of 30 days from the completion of publication of the order 13 to show cause and contest the petition. The claim of a person who fails to appear 14 within 30 days is barred. 15  (d) Thirty days after the filing of a petition under (a) of this section, the court 16 may issue an order declaring the corporation duly wound up and dissolved. This order 17 has the effect prescribed in AS 10.21.603 and shall be filed in the same manner as 18 provided under AS 10.21.605. 19  Sec. 10.21.573. Involuntary dissolution. (a) A complaint for involuntary 20 dissolution of a corporation on any of the bases specified in (b) of this section may be 21 filed in the superior court by 22  (1) one-half or more of the directors in office; 23  (2) a person holding or authorized in writing by persons holding not 24 less than 33 1/3 percent of the voting power exclusive of memberships held by persons 25 who have personally participated in a transaction listed in (b)(5) of this section; 26  (3) a member if the basis for dissolution is that the period for which 27 the corporation was formed has terminated without extension; 28  (4) a person authorized in the articles to file the complaint; or 29  (5) the commissioner. 30  (b) The bases for involuntary dissolution are the following: 31  (1) the corporation has abandoned its activity for more than one year;

01  (2) the corporation has an even number of directors who are equally 02 divided and cannot agree on the management of its affairs, so that corporate activities 03 cannot be conducted to the corporation's advantage or so that there is danger that 04 corporate property will be impaired or lost or its activities impaired, and the members 05 are so divided into factions that they cannot elect a board consisting of an uneven 06 number; 07  (3) there is internal dissension, and factions of members in the 08 corporation are so deadlocked that corporate activities cannot be conducted to the 09 advantage of the corporation; 10  (4) during a four-year period, or, if all voting power has been exercised 11 at two consecutive meetings or in two written ballots for the election of directors, 12 during the period of those meetings or ballots, whichever period is shorter, the 13 members have failed to elect successors to directors whose terms have expired or 14 would have expired upon election of their successors; 15  (5) members, other persons with a controlling interest in the 16 corporation, officers, directors, or employees have 17  (A) been guilty of or have knowingly allowed persistent and 18 pervasive fraud, mismanagement, or abuse of authority; or 19  (B) misapplied or wasted the corporation's property; 20  (6) liquidation is reasonably necessary because the corporation is failing 21 and has continuously failed to carry out its purposes; or 22  (7) the period for which the corporation was formed has terminated 23 without extension. 24  (c) A creditor may intervene before trial of an action under this section. 25  (d) In an action brought under (a) of this section, the commissioner is an 26 indispensable party. 27  Sec. 10.21.575. Additional authority of the commissioner to procure 28 involuntary dissolution by court action. (a) The commissioner may bring an action 29 against a corporation or purported corporation in the name of the people of this state, 30 on the commissioner's own information or on complaint of a private party, to procure 31 a judgment dissolving the corporation and annulling, vacating, or forfeiting its

01 corporate existence if the corporation has 02  (1) violated a statute regulating domestic corporations or charitable 03 organizations and the statute violated is other than procedural; 04  (2) fraudulently abused or usurped corporate privileges or powers; or 05  (3) violated a provision of law by an act or default that under the law 06 constitutes a basis for forfeiture of corporate existence. 07  (b) If the basis for involuntary dissolution is an act that the corporation has 08 done or omitted to do and that can be corrected by amendment of its articles or by 09 other corporate action, the commissioner may not maintain a court action under this 10 section unless 11  (1) the commissioner, not less than 30 days before the commencement 12 of the action, has given the corporation written notice of the act or omission; and 13  (2) the corporation has failed to institute proceedings to correct the act 14 or omission within the 30-day period, or, after the institution of proceedings to make 15 the required correction, the corporation fails to make the amendment or take the 16 corrective corporate action. 17  (c) In an action under this section, the court may order dissolution or other 18 relief. The court may also appoint a receiver for winding up the affairs of the 19 corporation or may order that the corporation be wound up by its board, subject to the 20 supervision of the court. 21  (d) The commissioner shall publish one time in a newspaper of general 22 circulation in the state a notice to the members of the corporation of the 23 commencement of an action under this section. 24  Sec. 10.21.578. Involuntary dissolution by the commissioner without court 25 action. (a) The commissioner may involuntarily dissolve a corporation if 26  (1) the corporation has failed to file and, if required, publish a 27 document or pay a fee required under this chapter as provided in AS 10.21.858; 28  (2) the corporation has failed for 30 days to appoint and maintain a 29 registered agent in the state; 30  (3) the corporation has failed for 30 days after change of its registered 31 office or registered agent to file in the office of the commissioner a statement of the

01 change; 02  (4) the corporation has failed for two years to complete dissolution 03 under a certificate of election to dissolve filed under AS 10.21.555; 04  (5) a vacancy in the board of the corporation is not filled within six 05 months or by the next annual meeting, whichever occurs first; or 06  (6) a misrepresentation of material facts has been made in an 07 application, report, affidavit, or other document submitted under this chapter. 08  (b) The commissioner may not dissolve a corporation under this section unless 09 the commissioner has given the corporation at least 60 days' notice of its delinquency, 10 omission, or noncompliance by certified mail addressed to its registered office, or in 11 care of its registered agent, board chair, president, or secretary at the last known 12 address as shown by the records of the commissioner, and the corporation has failed, 13 within 30 days after receipt of the notice, to contest the alleged delinquency, omission, 14 or noncompliance at a hearing before the commissioner or, having failed to request a 15 hearing, has failed to correct the alleged delinquency, omission, or noncompliance. 16  (c) If, following a hearing, the commissioner determines a delinquency, 17 omission, or noncompliance exists that constitutes a basis for involuntary dissolution 18 under this section, the corporation may appeal to the superior court by filing with the 19 clerk a petition setting out a copy of the notice given by the commissioner under (b) 20 of this section, a copy of a timely demand for a hearing by the corporation, and a copy 21 of a statement by the commissioner of an intention to dissolve the corporation under 22 (d) of this section. The matter shall be tried de novo by the superior court, and the 23 court shall either sustain the commissioner or direct the commissioner to take action 24 the court considers proper. 25  (d) If a corporation has given cause for involuntary dissolution or has failed 26 to correct the delinquency, omission, or noncompliance as provided in this section, and 27 the superior court has not issued an order, the commissioner shall dissolve the 28 corporation by issuing a certificate of involuntary dissolution containing a statement 29 that the corporation has been dissolved, the date, and the reason for which it was 30 dissolved. The original certificate of dissolution shall be placed in the department files 31 and a copy of it mailed to the corporation at its registered office, or in care of its

01 registered agent, president, or secretary at the last known address as shown by the 02 records of the commissioner. Upon the issuance of the certificate of involuntary 03 dissolution, the existence of the corporation ceases, except as otherwise provided in 04 this section, and its name becomes available to and may be adopted by another 05 corporation after at least six months following the dissolution. 06  (e) A corporation dissolved under this section may be reinstated within two 07 years from the date of the certificate of involuntary dissolution if it is established to 08 the satisfaction of the commissioner that in fact there was no cause for the dissolution, 09 or that the delinquency, omission, or noncompliance resulting in dissolution has been 10 corrected, and if the corporation pays two times the amount by which it is delinquent 11 and the amount the corporation would have paid had it not been dissolved during the 12 two-year period. The commissioner may not reinstate a corporation under this 13 subsection if the same or a deceptively similar corporate, reserved, or registered name 14 is currently on file with the commissioner, unless the corporation being reinstated 15 amends its articles to change its name to conform with the provisions of this chapter. 16  (f) Nothing in this section relieves a corporation reinstated under this section 17 from penalty or forfeiture of its powers as a body corporate in a case of failure to pay 18 subsequently accruing licensing fees imposed by a law of this state. 19  (g) An action arising out of a contract assigned by a corporation dissolved 20 under this section may be brought in the name of the assignee. The fact of assignment 21 and of purchase by the plaintiff must be set out in the complaint or other process. The 22 defendant may use any matter or defense that the defendant could have used in a suit 23 on the claim by the corporation had it not been dissolved under this section. 24  (h) Service of process on a corporation dissolved under this section shall be 25 made in the same manner prescribed by law as if the corporation had not been 26 dissolved. 27  Sec. 10.21.580. Deadlock as basis for involuntary dissolution. (a) If the 28 basis for the complaint for involuntary dissolution of the corporation is a deadlock in 29 the board as set out in AS 10.21.573(b)(2), the court may appoint a provisional 30 director. 31  (b) The court may not appoint as a provisional director a party, an attorney of

01 a party, a person interested in the action, or a person related according to the common 02 law by consanguinity or affinity within the third degree to a judge of the court making 03 the appointment in the action without the written consent of the parties, including the 04 party to be appointed, filed with the clerk of the court. If a provisional director is 05 appointed upon an ex parte application, the court, before making the order, shall 06 require from the applicant an undertaking with sufficient sureties, in an amount to be 07 fixed by the court, to the effect that the applicant will pay to the defendant all damages 08 sustained by reason of the appointment of the provisional director, in case the applicant 09 has procured the appointment wrongfully, maliciously, or without sufficient cause. 10 The court may, in its discretion, at any time after the appointment, require an 11 additional undertaking. 12  (c) Before starting upon the duties of a director, the provisional director shall 13 be sworn to perform those duties faithfully and, with two or more sureties approved 14 by the court, execute an undertaking to the state, in a sum the court directs, to the 15 effect that the provisional director will faithfully discharge the duties of provisional 16 director and obey the orders of the court in the action. 17  Sec. 10.21.583. Receivers. (a) If, at the time of filing of a complaint for 18 involuntary dissolution or at a later time, the court has a reasonable basis to believe 19 that, unless a receiver of the corporation is appointed, the interests of the corporation 20 or the public or charitable purpose of the corporation will suffer pending the hearing 21 and determination of the complaint, on application of the plaintiff, after a hearing on 22 notice to the corporation as the court directs, and on the giving of security under (b) 23 and (c) of this section, the court may appoint a receiver to take over and manage the 24 affairs of the corporation and to preserve its property pending the hearing and 25 determination of the complaint for dissolution. 26  (b) The court may not appoint as a receiver a party, an attorney of a party, a 27 person interested in the action, or a person related according to the common law by 28 consanguinity or affinity within the third degree to a judge of the court making the 29 appointment in the action without the written consent of the parties, including the party 30 to be appointed, filed with the clerk of the court. If a receiver is appointed upon an 31 ex parte application, the court, before making the order, shall require from the

01 applicant an undertaking, with sufficient sureties, in an amount to be fixed by the 02 court, to the effect that the applicant will pay to the defendant all damages sustained 03 by reason of the appointment of the receiver, in case the applicant has procured the 04 appointment wrongfully, maliciously, or without sufficient cause. The court may, in 05 its discretion, at any time after the appointment, require an additional undertaking. 06  (c) Before starting the duties of a receiver, the receiver shall be sworn to 07 perform those duties faithfully, and, with two or more sureties approved by the court, 08 execute an undertaking to the state, in a sum the court directs, to the effect that the 09 receiver will faithfully discharge the duties of receiver and obey the orders of the court 10 in the action. 11  (d) The compensation of the receiver shall be paid out of the assets of the 12 corporation and, unless otherwise agreed, shall be fixed by the court. 13  Sec. 10.21.585. Decree winding up and dissolving corporation; further 14 judicial relief. After hearing, the court may decree a winding up and dissolution of 15 the corporation if cause for winding up and dissolution is shown or, with or without 16 winding up and dissolution, may make orders and decrees and issue injunctions in the 17 case as justice and equity may require. 18  Sec. 10.21.588. Commencement of involuntary proceedings. (a) 19 Involuntary proceedings for winding up a public benefit corporation commence when 20 an order for winding up is entered under AS 10.21.585. 21  (b) If an involuntary proceeding for winding up has commenced, the board 22 shall conduct the winding up of the affairs of the corporation, subject to the 23 supervision of the court, unless other persons are appointed by the court to conduct the 24 winding up. The directors or other persons may, subject to restrictions imposed by the 25 court, exercise their powers through the executive officers of the corporation without 26 order of the court. 27  (c) If an involuntary proceeding for winding up has commenced, the 28 corporation shall cease to conduct its activities except to the extent necessary for the 29 beneficial winding up of the corporation and to preserve the corporation's goodwill or 30 going concern value, pending a sale or other disposition of its assets in whole or in 31 part. The directors shall mail written notice of the commencement of the proceeding

01 for involuntary winding up to all members and all known creditors and claimants 02 whose addresses appear on the records of the corporation, unless the order for winding 03 up has been stayed by appeal or the proceeding or the execution of the order has been 04 enjoined. 05  Sec. 10.21.590. Jurisdiction of court in involuntary dissolution. If an 06 involuntary proceeding for winding up has been commenced, the jurisdiction of the 07 court includes 08  (1) the determination of the validity of all claims and demands against 09 the corporation, whether due, not yet due, contingent, unliquidated, or limited to 10 damages, and the barring from participation of creditors and claimants failing to make 11 and present claims and proof as required by an order; 12  (2) the determination or compromise of all claims of every nature 13 against the corporation or any of its property and the determination of the amount of 14 money or assets required to be retained to pay or provide for the payment of claims; 15  (3) the presentation and filing of intermediate and final accounts of the 16 directors or other persons appointed to conduct the winding up and hearing, the 17 allowance, disallowance, or settlement of the accounts, and the discharge of the 18 directors or other persons from their duties and liabilities; 19  (4) the appointment of a master to hear and determine any or all 20 matters with power or authority the court considers proper; 21  (5) the filling of vacancies on the board that the directors or members 22 are unable to fill; 23  (6) the removal of a director if it appears that the director has been 24 guilty of dishonesty, misconduct, neglect, or breach of trust in conducting the winding 25 up or if the director is unable to act; the court may order an election to fill a vacancy 26 caused by the removal of a director under this paragraph, and may enjoin, for the time 27 it considers proper, the reelection of the removed director, or the court, instead of 28 ordering an election, may appoint a director to fill the vacancy caused by removal 29 under this paragraph; a director appointed by the court under this paragraph shall serve 30 until the next regular meeting of members or until a successor is elected or appointed; 31  (7) the staying of the prosecution of a suit, proceeding, or action

01 against the corporation and requiring the parties to present and prove their claims in 02 the manner required of other creditors; 03  (8) the determination of whether adequate provision has been made for 04 payment or satisfaction of all debts and liabilities not actually paid; 05  (9) the making of orders for the withdrawal or termination of 06 proceedings to wind up and dissolve, subject to conditions for the protection of 07 creditors; 08  (10) the making of an order, on the allowance or settlement of the final 09 accounts of the directors or other persons, that the corporation has been duly wound 10 up and is dissolved; 11  (11) the making of orders for the bringing in of new parties the court 12 considers proper for the determination of all questions and matters; and 13  (12) the disposition of assets held in charitable trust. 14  Sec. 10.21.593. Powers and duties of directors and officers in dissolution 15 proceeding. The powers and duties of the directors, other persons appointed by the 16 court under AS 10.21.588, and officers after commencement of a dissolution 17 proceeding include the following acts in the name and on behalf of the corporation: 18  (1) to elect officers and employ agents and attorneys to liquidate or 19 wind up the corporation's affairs; 20  (2) to continue to conduct the affairs of the corporation to the extent 21 necessary for disposal or winding up; 22  (3) to carry out contracts and collect, pay, compromise, and settle debts 23 and claims for or against the corporation; 24  (4) to defend suits brought against the corporation; 25  (5) to sue, in the name of the corporation, for all sums due or owing 26 to the corporation or to recover property of the corporation; 27  (6) to collect amounts remaining unpaid on memberships; 28  (7) to recover unlawful distributions; 29  (8) to sell at public or private sale, to exchange, to convey, or otherwise 30 to dispose of all or a part of the assets of the corporation for reasonable amounts as 31 determined by the board and to execute bills of sale and deeds of conveyance in the

01 name of the corporation; and 02  (9) in general, to make contracts and do all things in the name of the 03 corporation that are proper or convenient for the purposes of winding up, settling, and 04 liquidating the affairs of the corporation. 05  Sec. 10.21.595. Vacancies on board during winding up. A vacancy on the 06 board may be filled during a winding-up proceeding in the manner provided in 07 AS 10.21.385. 08  Sec. 10.21.598. Proceeding to determine identity of directors or to appoint 09 directors. If the identity of a director or the right to hold office is in doubt, if a 10 director is dead or unable to act, if a director fails or refuses to act, or if the 11 whereabouts of a director cannot be ascertained, an interested person, including the 12 commissioner, may petition the superior court to determine the identity of the director 13 or, if there are not any directors, to appoint directors to wind up the affairs of the 14 corporation, after hearing upon notice to the persons the court directs. 15  Sec. 10.21.600. Creditors and claimants. (a) In a court-directed winding up 16 of a corporation, a creditor or a claimant may be barred from participation in a 17 distribution of the general assets if the creditor or claimant fails to make and present 18 claims and proofs within the time the court directs. The time in which to present 19 claims may not be less than four or more than six months after the first publication of 20 notice to creditors unless it appears by affidavit that there are not any claims, in which 21 case the time limit may be three months. If it is shown that a claimant did not receive 22 notice because of absence from the state or other cause, the court may allow a claim 23 to be filed or presented at any time before distribution is completed. 24  (b) Notice to creditors in a court-directed winding up shall be published not 25 less than once a week for three consecutive weeks in a newspaper of general 26 circulation in the state or in a newspaper that is designated by the court. The notice 27 shall direct creditors and claimants to make and present claims and proofs to the 28 person at the place and within the time specified in the notice. A copy of the notice 29 shall be mailed to the last known address of each person shown as a creditor or 30 claimant on the books of the corporation. 31  (c) A holder of a secured claim may prove the whole debt in order to secure

01 payment of a deficiency. If a secured creditor fails to present a claim, the claim is 02 barred only as to a right to claim against the general assets for a deficiency in the 03 amount realized on the security. 04  (d) Before a distribution is made in a court-directed winding up, the amount 05 of an unmatured, contingent, or disputed claim against the corporation that has been 06 presented and has not been disallowed, or the part of a claim to which the holder 07 would be entitled if the claim were due, established, or absolute, shall be paid into the 08 court and remain there to be paid over to the party if the party becomes entitled to 09 payment, or, if the party fails to establish a claim, to be paid over or distributed with 10 the other assets of the corporation to those entitled to the assets. The court may make 11 other provisions for the full payment of unmatured, contingent, or disputed claims, if 12 and when established. A creditor who has a claim that has been allowed but is not yet 13 due is entitled to the present value of the claim upon distribution. 14  (e) A suit against the corporation on a claim that has been rejected shall be 15 commenced within 30 days after written notice of rejection is given to the claimant. 16  Sec. 10.21.603. Order declaring corporation duly wound up and dissolved. 17 (a) After the final settlement of the accounts of the directors or other persons 18 appointed under AS 10.21.588 and the determination that the corporation's affairs are 19 in condition for it to be dissolved, the court shall make an order declaring the 20 corporation duly wound up and dissolved. 21  (b) An order issued under (a) of this section must state 22  (1) that the corporation has been duly wound up and that its known 23 debts and liabilities have been paid or adequately provided for, or that the debts and 24 liabilities have been paid as far as the corporation's assets permit; 25  (2) if there are known debts or liabilities as to which adequate 26 provision for payment has been made, what provision has been made, the name and 27 address of the corporation, person, or governmental agency that has assumed or 28 guaranteed the payment or the name and address of the depository with which deposit 29 has been made, and other information that is necessary to enable the creditor or other 30 person to whom payment is to be made to appear and claim payment of the debt or 31 liability;

01  (3) that the known assets of the corporation have been distributed to 02 the persons entitled to the assets or that the corporation has not acquired assets; 03  (4) that the accounts of directors or other persons have been settled and 04 that they are discharged from their duties and liabilities to creditors and members; 05  (5) that the corporation is dissolved. 06  (c) The court may make additional orders and grant further relief it considers 07 proper on the evidence submitted. 08  (d) After making the order declaring the corporation dissolved, corporate 09 existence ceases except for the purposes of further winding up if needed. The 10 directors or other persons appointed under AS 10.21.588 are discharged from their 11 duties and liabilities except with respect to completion of the winding up. 12  Sec. 10.21.605. Filing of certified order, decree, or judgment of dissolution. 13 If a corporation is dissolved or its existence forfeited by order, decree, or judgment of 14 a court, a copy of the order, decree, or judgment, certified by the clerk of court, shall 15 be filed with the commissioner. 16  Sec. 10.21.608. Distribution of remaining corporate assets. (a) After 17 determining that all of the known debts and liabilities of a corporation in the process 18 of winding up have been paid or adequately provided for, the board shall distribute all 19 the remaining corporate assets in the manner provided in AS 10.21.613 - 10.21.618. 20  (b) If the winding up is by court proceeding or subject to court supervision, 21 the distribution may not be made until after the expiration of any period for the 22 presentation of claims that has been ordered by the court. 23  (c) Assets that are not subject to attachment, execution, or sale for the 24 corporation's debts and liabilities may be distributed under AS 10.21.613 - 10.21.618 25 even though all debts and liabilities have not been paid or adequately provided for. 26  Sec. 10.21.610. Payment of debts and liabilities. (a) The payment of a debt 27 or liability, whether the whereabouts of the creditor is known or unknown, has been 28 adequately provided for if 29  (1) payment of the debt or liability has been assumed or guaranteed in 30 good faith by one or more financially responsible persons or by the United States 31 government or an agency of the United States, and the provision, including the

01 financial responsibility of the persons, was determined in good faith and with 02 reasonable care by the board to be adequate at the time of distribution of the assets by 03 the board under this chapter; 04  (2) the amount of the debt or liability has been deposited with the 05 commissioner of revenue. 06  (b) This section does not prescribe the exclusive means of making adequate 07 provision for debts and liabilities. 08  Sec. 10.21.613. Return, transfer, or conveyance of assets. After complying 09 with the provisions of AS 10.21.608, if the corporation holds assets subject to a valid 10 condition requiring return, transfer, or conveyance, and the condition has occurred or 11 will occur by reason of the dissolution, the assets shall be returned, transferred, or 12 conveyed in accordance with the condition. 13  Sec. 10.21.615. Disposition of assets held for public or charitable purposes. 14 (a) Assets that are held in charitable trust under AS 10.21.185, that are received and 15 held by the corporation for a public or charitable purpose, or that are legally required 16 to be used for a particular purpose shall, unless disposed of under AS 10.21.613, be 17 distributed to one or more domestic or foreign corporations or other organizations 18 engaged in activities substantially similar to those of the dissolved corporation. 19  (b) A disposition contained in a will or other instrument, in trust or otherwise, 20 made before or after the dissolution, to or for the benefit of a dissolved corporation 21 inures to or for the benefit of the corporation or organization acquiring the assets of 22 the dissolved corporation as provided in this section, and, to the extent necessary for 23 that purpose, the corporation or organization acquiring the assets of the dissolved 24 corporation is considered a successor to the dissolved corporation. Property received 25 under this subsection shall be devoted by the acquiring corporation or organization to 26 the purposes expressed by the testator or grantor. 27  Sec. 10.21.618. Disposal of corporate assets. (a) Subject to the provisions 28 of AS 10.21.608 and except as provided in AS 10.21.613 and 10.21.615, all of a 29 corporation's assets shall be disposed of on dissolution in conformity with its articles 30 or bylaws, subject to complying with the provisions of a trust under which assets are 31 held.

01  (b) The superior court shall make the disposition required in (a) of this section 02 in proceedings to which the commissioner is a party. The commissioner or, on 30 03 days' notice to the commissioner, a person interested in the dissolution may file the 04 court action for the disposition. 05  (c) Notwithstanding the provisions of (a) of this section, a distribution of 06 corporate assets may not be made to the members, directors, officers, or employees of 07 the corporation, or to its parent or its subsidiary as members, directors, officers, 08 employees. 09  Sec. 10.21.620. Distributions authorized in money, property, or securities. 10 Subject to the provisions of a trust under which assets to be distributed are held, if the 11 distribution can be done fairly and ratably and in conformity with the provisions of the 12 articles and bylaws, distribution of assets may be made either in money, property, or 13 securities and either in periodic installments or as a whole. Distribution of assets shall 14 be made as soon as reasonably consistent with the beneficial liquidation of the 15 corporation. 16  Sec. 10.21.623. Recovery of improper distributions. (a) If a distribution of 17 assets has been made in the process of winding up a corporation without a court order 18 and without prior payment or adequate provision for payment of the debts and 19 liabilities of the corporation, the corporation may recover the amount improperly 20 distributed to a person. A person who received an improper distribution may be joined 21 as a defendant in the same action or be brought in on the motion of another defendant. 22 In this subsection, "process of winding up" includes a proceeding under AS 10.21.553 23 - 10.21.628 and any other distribution of assets to a person made in contemplation of 24 termination or abandonment of the corporate business. 25  (b) The commissioner or a creditor of the corporation, whether or not the 26 creditor has reduced the claim to judgment, may bring a court action in the name of 27 the corporation to enforce the liability under (a) of this section against a person 28 receiving a distribution. 29  Sec. 10.21.625. Existence of corporation after dissolution. (a) A 30 corporation that is dissolved voluntarily or involuntarily continues to exist for the 31 purpose of winding up its affairs, defending actions by or against it, enabling it to

01 collect and discharge obligations, disposing of and conveying its property, and 02 collecting and dividing its assets, but not for the purpose of continuing its activities, 03 except to the extent necessary for winding up. 04  (b) An action or proceeding to which a corporation is a party does not abate 05 by the dissolution of the corporation or by reason of proceedings for winding up and 06 dissolution. A corporation that is dissolved voluntarily or involuntarily may not 07 commence a court action, except for a court action under AS 10.21.623. 08  (c) Assets inadvertently or otherwise omitted from the winding up continue in 09 the dissolved corporation for the benefit of the persons entitled to the assets on 10 dissolution of the corporation and, on realization, shall be distributed to the persons 11 entitled. 12  (d) The directors of the corporation on the date of its dissolution, or as 13 determined under AS 10.21.605, shall exercise and have the powers necessary to act 14 under this section. 15  Sec. 10.21.628. Suits against persons to whom assets were distributed upon 16 dissolution. (a) If a corporation has been dissolved, a person to whom assets were 17 distributed on dissolution may be sued in the corporate name on a cause of action 18 against the corporation that arose before dissolution. Notice of the action shall be 19 given to the commissioner. The commissioner may intervene in a suit brought under 20 this section. 21  (b) Summons or other process against a dissolved corporation may be served 22 by delivering a copy to an officer, director, or person having charge of the 23 corporation's assets or, if no such person can be found, to an agent on whom process 24 might be served at the time of dissolution. If it is shown by affidavit to the 25 satisfaction of the court that none of these persons can be found with due diligence, 26 then the court may order that summons or other process be served on the dissolved 27 corporation by personally delivering a copy of the process and a copy of the order to 28 the commissioner. Service in this manner is complete 10 days after the delivery of 29 process to the commissioner. 30  (c) A dissolved corporation survives and continues to exist indefinitely for the 31 purpose of being sued in a quiet title action. A judgment rendered in a quiet title

01 action binds every person having an interest in the corporation to the extent of the 02 person's interest. Service of summons or other process may be made as provided in 03 (b) of this section. 04  (d) After receipt of the process under (b) of this section and the fee for filing, 05 the commissioner shall give notice to the corporation at the last known address of the 06 corporation or at the last known address of the last registered agent of the corporation. 07 If those addresses are not known, the commissioner is not required to take any action. 08  (e) This section is procedural in nature and is not intended to determine 09 liability. 10 Article 10. Dissolution of Mutual Benefit Corporations. 11  Sec. 10.21.630. Application of AS 10.21.630 - 10.21.710. The provisions of 12 AS 10.21.630 - 10.21.710 apply only to a mutual benefit corporation. 13  Sec. 10.21.633. Voluntary dissolution of mutual benefit corporations. (a) 14 A corporation may voluntarily elect to wind up and dissolve by the affirmative vote 15 of members representing at least two-thirds of its voting power. 16  (b) A corporation may elect by approval of the board to wind up and dissolve 17 if the corporation has 18  (1) been adjudicated bankrupt; or 19  (2) disposed of all of its assets and has not conducted activity for a 20 period of five years immediately preceding the adoption of the resolution electing to 21 dissolve the corporation. 22  Sec. 10.21.635. Filing of certificate of election to wind up and dissolve. (a) 23 A corporation that has elected to wind up and dissolve shall file a certificate 24 evidencing the election with the commissioner. 25  (b) The certificate shall be signed and verified by at least a majority of the 26 directors then in office or by one or more members authorized to do so by the 27 affirmative vote of members representing at least two-thirds of its voting power and 28 must contain 29  (1) a statement that the corporation has elected to wind up and dissolve; 30  (2) a statement of the number of votes for the election if the election 31 was made by vote of the members alone and that the election was made by the

01 affirmative vote of members representing at least two-thirds of its voting power; 02  (3) if the certificate is executed by a member, a statement that the 03 person executing the certificate was authorized to execute the certificate by the 04 affirmative vote of members representing at least two-thirds of its voting power; 05  (4) if the election was made by the board under AS 10.21.633(b), a 06 statement of the circumstances showing the corporation to be in one of the categories 07 described in AS 10.21.633(b). 08  Sec. 10.21.638. Revocation of election to wind up and dissolve corporation. 09 (a) A voluntary election to wind up and dissolve under AS 10.21.633 may be revoked 10 before distribution of assets 11  (1) if the election was made under AS 10.21.633(a), by the affirmative 12 vote of members representing at least two-thirds of its voting power; or 13  (2) if the election was by the board under AS 10.21.633(b), by approval 14 of the board. 15  (b) After a revocation, a certificate evidencing the revocation shall be signed, 16 verified, and filed in the manner prescribed under AS 10.21.635. 17  (c) The certificate required by (b) of this section must contain a statement 18  (1) that the corporation has revoked its election to wind up and 19 dissolve; 20  (2) that assets have not been distributed as a result of the election; 21  (3) of the number of votes for the revocation and that the revocation 22 was made by the affirmative vote of members representing at least two-thirds of its 23 voting power, if the revocation was made by the vote of the members alone; and 24  (4) of whether or not the revocation was made by the board alone and 25 reciting the circumstances permitting the board to make the revocation. 26  Sec. 10.21.640. Commencement and conduct of voluntary dissolution. (a) 27 Voluntary proceedings for winding up the corporation commence with the approval 28 required under AS 10.21.633. 29  (b) If a voluntary proceeding for winding up has commenced, the board shall 30 continue to act as a board and has full powers to wind up and settle the corporation's 31 affairs both before and after filing of the certificate of dissolution.

01  (c) If a voluntary proceeding for winding up has commenced, the corporation 02 shall cease to conduct its activities except to the extent necessary for beneficial 03 winding up, to carry out the corporation's purposes, and to preserve the corporation's 04 good will or going-concern value pending a sale or other disposition of assets, or both, 05 in whole or in part. The board shall give written notice by mail of the commencement 06 of the proceeding for voluntary winding up to all members of the corporation. It is 07 unnecessary to give notice to members who voted in favor of the winding up and 08 dissolving of the corporation. Written notice shall also be given by mail to all known 09 creditors and claimants whose addresses appear on the records of the corporation and 10 to the commissioner. 11  Sec. 10.21.643. Jurisdiction and power of court over voluntary winding up. 12 If a corporation is in the process of voluntary winding up, the superior court, upon the 13 petition of the corporation, the members representing 10 percent of the voting power 14 of the corporation, the commissioner, or three or more creditors, and upon notice to 15 the members and creditors as the court may order, may take jurisdiction over the 16 voluntary winding-up proceeding if it appears necessary for the protection of a party 17 in interest or, in the case of a corporation holding assets in charitable trust, for the 18 protection of the assets. The court, if it assumes jurisdiction, may make orders as to 19 any and all matters concerning the winding up of the affairs of the corporation and the 20 protection of its members, creditors, and, in the case of a corporation holding assets 21 in charitable trust, for the protection of those assets. The provisions of AS 10.21.653 22 - 10.21.678 apply to court proceedings under this section. 23  Sec. 10.21.645. Certificate of dissolution. (a) If a corporation has been 24 completely wound up without court proceedings, a majority of the directors then in 25 office shall sign and verify a certificate of dissolution stating that 26  (1) the corporation has been completely wound up; 27  (2) the corporation's known debts and liabilities have been paid or 28 adequately provided for, or paid or adequately provided for as far as the corporation's 29 assets permitted, or that it has not incurred known debts or liabilities; if there are 30 known debts or liabilities as to which adequate provision has been made, the certificate 31 must state what provision for payment has been made, the name and address of the

01 corporation, person, or governmental agency that has assumed or guaranteed the 02 payment, or the name and address of the depository with which deposit has been made, 03 and other information that is necessary to enable the creditor or other person to whom 04 payment is to be made to appear and claim payment of the debt or liability; 05  (3) the corporation's known assets have been distributed to the person 06 entitled to the assets or that the corporation has not acquired known assets, as the case 07 may be; and 08  (4) the corporation is dissolved. 09  (b) The certificate of dissolution shall be filed with the commissioner. After 10 filing the certificate of dissolution, corporate existence ceases, except for the purpose 11 of further winding up if needed. 12  Sec. 10.21.648. Termination of corporation on expiration of term of 13 existence. Except as otherwise provided by law, if the term of existence for which a 14 corporation was organized expires without renewal or extension, the board shall 15 terminate the corporation's activities and wind up its affairs. After the affairs of the 16 corporation have been wound up under this section, a majority of the directors then in 17 office shall execute and file a certificate conforming to the requirements in 18 AS 10.21.645. 19  Sec. 10.21.650. Petition for court order declaring corporation duly wound 20 up and dissolved. (a) Instead of filing a certificate of dissolution, the board may 21 petition the superior court for an order declaring the corporation duly wound up and 22 dissolved. The petition shall be filed in the name of the corporation. 23  (b) Upon the filing of a petition under (a) of this section, the court shall order 24 all interested persons, including the commissioner, to show cause why an order should 25 not be made declaring the corporation duly wound up and dissolved. The order shall 26 be served by notice to all creditors, claimants, and members in the same manner as the 27 notice given under AS 10.21.680(b). Notice shall also be served on the commissioner. 28  (c) A person claiming to be an interested party to the winding up and 29 dissolution as a member, creditor, or otherwise may appear in the proceeding at any 30 time before the expiration of 30 days from the completion of publication of the order 31 to show cause and contest the petition. The claim of a person who fails to appear is

01 barred. 02  (d) Thirty days after the filing of a petition under (a) of this section, the court 03 may issue an order declaring the corporation duly wound up and dissolved. The order 04 has the effect prescribed in AS 10.21.683 and shall be filed as in the same manner 05 provided in AS 10.21.685. 06  Sec. 10.21.653. Involuntary dissolution. (a) A complaint for involuntary 07 dissolution of a corporation on any of the bases specified in (b) of this section may be 08 filed in the superior court by 09  (1) one-half or more of the directors in office; 10  (2) a person holding or authorized in writing by persons holding not 11 less than 33 1/3 percent of the voting power exclusive of memberships held by persons 12 who have personally participated in a transaction listed in (b)(4) of this section; 13  (3) a member, if the basis for dissolution is that the period for which 14 the corporation was formed has terminated without extension; 15  (4) a person authorized in the articles to file the complaint; or 16  (5) the commissioner. 17  (b) The bases for involuntary dissolution are that 18  (1) the corporation has an even number of directors who are equally 19 divided and cannot agree on the management of its affairs, so that the corporate 20 activities cannot be conducted to the corporation's advantage or so that there is danger 21 that corporate property will be impaired or lost or its activities impaired, and the 22 members are so divided into factions that they cannot elect a board consisting of an 23 uneven number; 24  (2) there is internal dissension and factions of members in the 25 corporation are so deadlocked that corporate activities cannot be conducted to the 26 advantage of the corporation; 27  (3) during any four-year period, or, if all voting power has been 28 exercised at two consecutive meetings or in two written ballots for the election of 29 directors, during the period of those meetings or ballots, whichever period is shorter, 30 the members have failed to elect successors to directors whose terms have expired or 31 would have expired on the election of their successors;

01  (4) members, other persons with a controlling interest in the 02 corporation, the officers, or directors have 03  (A) been guilty of or have knowingly allowed persistent and 04 pervasive fraud, mismanagement, abuse of authority, or persistent unfairness 05 toward a member; or 06  (B) misapplied or wasted the corporation's property; 07  (5) in the case of a corporation with 35 or fewer members, liquidation 08 is reasonably necessary for the protection of the rights or interests of a complaining 09 member or members; or 10  (6) the period for which the corporation was formed has terminated 11 without extension. 12  (c) A member, creditor, or the commissioner may intervene before trial of an 13 action under this section. 14  (d) In an action brought under (a) of this section the commissioner is an 15 indispensable party. 16  Sec. 10.21.655. Additional authority of the commissioner to procure 17 involuntary dissolution. (a) The commissioner may bring an action against a 18 corporation or purported corporation in the name of the people of this state, on the 19 commissioner's own information or on complaint of a private party, to procure a 20 judgment dissolving the corporation and terminating its corporate existence if the 21 corporation has 22  (1) violated a statute regulating corporations and the statute violated is 23 other than procedural; 24  (2) fraudulently abused or usurped corporate privileges or powers; or 25  (3) violated a provision of law by an act or default that under the law 26 constitutes a basis for forfeiture of corporate existence. 27  (b) If the basis for involuntary dissolution is a matter or act that the 28 corporation has done or omitted to do that can be corrected by amendment of its 29 articles or by other corporate action, the commissioner may not maintain a court action 30 under this section unless 31  (1) the commissioner, not less than 30 days before the commencement

01 of the action, has given the corporation written notice of the act or omission; and 02  (2) the corporation fails to institute proceedings to correct the act or 03 omission within the 30-day period, or, after the institution of proceedings to make the 04 required correction, the corporation fails to make the amendment or take the corrective 05 corporate action. 06  (c) In an action under this section, the court may order dissolution or other 07 relief. The court may also appoint a receiver for winding up the affairs of the 08 corporation or may order that the corporation be wound up by its board, subject to the 09 supervision of the court. 10  (d) The commissioner shall also publish one time in a newspaper of general 11 circulation in the state a notice to the members of the corporation of the 12 commencement of an action under this section. 13  Sec. 10.21.658. Involuntary dissolution by the commissioner without court 14 action. (a) The commissioner may involuntarily dissolve a corporation if 15  (1) the corporation is delinquent six months in filing its biennial report 16 or in paying a license filing fee or a penalty; 17  (2) the corporation has failed for 30 days to appoint and maintain a 18 registered agent in this state; 19  (3) the corporation has failed for 30 days after change of its registered 20 office or registered agent to file in the office of the commissioner a statement of the 21 change; 22  (4) the corporation has failed for two years to complete dissolution 23 under a certificate of election to dissolve filed under AS 10.21.635; 24  (5) a vacancy in the board of the corporation is not filled within six 25 months or by the next annual meeting, whichever occurs first; 26  (6) a misrepresentation of material fact has been made in an 27 application, report, affidavit, or other document submitted under this chapter; or 28  (7) the corporation is 90 days delinquent in filing notice of change of 29 an officer or director as required by this chapter. 30  (b) The commissioner may not dissolve a corporation under this section unless 31 the commissioner has given the corporation at least 60 days' notice of its delinquency,

01 omission, or noncompliance by certified mail addressed to its registered office, or in 02 care of its registered agent, board chair, president, or secretary at the last known 03 address as shown by the records of the commissioner, and the corporation has failed, 04 within 30 days after receipt of the notice, to contest the alleged delinquency, omission, 05 or noncompliance at a hearing before the commissioner or, having failed to request a 06 hearing, has failed to correct the alleged delinquency, omission, or noncompliance. 07  (c) If, following a hearing, the commissioner determines a delinquency, 08 omission, or noncompliance exists that constitutes a basis for involuntary dissolution 09 under this section, the corporation may appeal to the superior court by filing with the 10 clerk a petition setting out a copy of the notice given by the commissioner under (b) 11 of this section, a copy of a timely demand for a hearing by the corporation, and a copy 12 of a statement by the commissioner of an intention to dissolve the corporation under 13 (d) of this section. The matter shall be tried de novo by the superior court, and the 14 court shall either sustain the commissioner or direct the commissioner to take action 15 the court considers proper. 16  (d) If a corporation has given cause for involuntary dissolution and has failed 17 to correct the delinquency, omission, or noncompliance as provided in this section, and 18 the superior court has not issued an order, the commissioner shall dissolve the 19 corporation by issuing a certificate of involuntary dissolution containing a statement 20 that the corporation has been dissolved, the date, and the reason for which it was 21 dissolved. The original certificate of dissolution shall be placed in the department files 22 and a copy of it mailed to the corporation at its registered office or in care of its 23 registered agent, president, or secretary at the last known address as shown by the 24 records of the commissioner. Upon the issuance of the certificate of involuntary 25 dissolution, the existence of the corporation ceases, except as otherwise provided in 26 this section, and its name shall be available to and may be adopted by another 27 corporation after at least six months following the dissolution. 28  (e) A corporation dissolved under this section may be reinstated within two 29 years from the date of the certificate of involuntary dissolution if it is established to 30 the satisfaction of the commissioner that in fact there was no cause for the dissolution, 31 or that the delinquency, omission, or noncompliance resulting in dissolution has been

01 corrected, and if the corporation pays two times the amount by which it is delinquent 02 and the amount the corporation would have paid had it not been dissolved during the 03 two-year period. The commissioner may not reinstate a corporation under this 04 subsection if the same or a deceptively similar corporate, reserved, or registered name 05 is currently on file with the commissioner, unless the corporation being reinstated 06 amends its articles to change its name to conform with the provisions of this chapter. 07  (f) Nothing in this section relieves a corporation reinstated under this section 08 from penalty or forfeiture of its powers as a body corporate in a case of failure to pay 09 subsequently accruing licensing fees imposed by a law of this state. 10  (g) An action arising out of a contract assigned by a corporation dissolved 11 under this section may be brought in the name of the assignee. The fact of assignment 12 and of purchase by the plaintiff must be set out in the complaint or other process. The 13 defendant may use any matter or defense the defendant could have used in a suit on 14 the claim by the corporation had it not been dissolved under this section. 15  (h) Service of process on a corporation dissolved under this section shall be 16 made in the same manner prescribed by law as if the corporation had not been 17 dissolved. 18  Sec. 10.21.660. Deadlock as basis for involuntary dissolution. (a) If the 19 basis for the complaint for involuntary dissolution of the corporation is a deadlock in 20 the board as set out in AS 10.21.653(b)(1), the court may appoint a provisional 21 director. 22  (b) The court may not appoint as a provisional director a party, an attorney of 23 a party, a person interested in the action, or a person related according to the common 24 law by consanguinity or affinity within the third degree of kindred to a judge of the 25 court making the appointment in the action without the written consent of the parties, 26 including the party to be appointed, filed with the clerk of the court. If a provisional 27 director is appointed upon an ex parte application, the court, before making the order, 28 shall require from the applicant an undertaking with sufficient sureties, in an amount 29 to be fixed by the court, to the effect that the applicant will pay to the defendant all 30 damages sustained by reason of the appointment of the provisional director, in case the 31 applicant has procured the appointment wrongfully, maliciously, or without sufficient

01 cause. The court may, in its discretion, at any time after the appointment, require an 02 additional undertaking. 03  (c) Before starting the duties of a director, the provisional director shall be 04 sworn to perform those duties faithfully and, with two or more sureties approved by 05 the court, execute an undertaking to the state, in an amount the court or judge directs, 06 to the effect that the provisional director will faithfully discharge the duties of 07 provisional director and obey the orders of the court in the action. 08  Sec. 10.21.663. Receivers. (a) If, at the time of filing of a complaint for 09 involuntary dissolution or at a later time, the court has a reasonable basis to believe 10 that, unless a receiver of the corporation is appointed, the interests of the corporation 11 or its members will suffer pending the hearing and determination of the complaint, on 12 application of the plaintiff, after a hearing on notice to the corporation as the court 13 directs, and on the giving of security under (b) and (c) of this section, the court may 14 appoint a receiver to take over and manage the affairs of the corporation and to 15 preserve its property pending the hearing and determination of the complaint for 16 dissolution. 17  (b) The court may not appoint as a receiver a party, an attorney of a party, a 18 person interested in an action, or a person related according to the common law by 19 consanguinity or affinity within the third degree of kindred to a judge of the court 20 making the appointment in the action without the written consent of the parties, 21 including the party to be appointed, filed with the clerk of the court. If a receiver is 22 appointed upon an ex parte application, the court, before making the order, shall 23 require from the applicant an undertaking, with sufficient sureties, in an amount to be 24 fixed by the court, to the effect that the applicant will pay to the defendant all damages 25 sustained by reason of the appointment of the receiver, in case the applicant has 26 procured the appointment wrongfully, maliciously, or without sufficient cause. The 27 court may, in its discretion, at any time after the appointment, require an additional 28 undertaking. 29  (c) Before starting the duties of a receiver, the receiver shall be sworn to 30 perform those duties faithfully, and, with two or more sureties approved by the court, 31 execute an undertaking to the state, in an amount the court directs, to the effect that

01 the receiver will faithfully discharge the duties of receiver and obey the orders of the 02 court in the action. 03  (d) The compensation of the receiver shall be paid out of the assets of the 04 corporation and, unless otherwise agreed, shall be fixed by the court. 05  Sec. 10.21.665. Decree winding up and dissolving corporation: further 06 judicial relief. After hearing, the court may decree a winding up and dissolution of 07 the corporation if cause for winding up and dissolution is shown or, with or without 08 winding up and dissolution, may make orders and decrees and issue injunctions in the 09 case as justice and equity may require. 10  Sec. 10.21.668. Commencement of involuntary proceedings. (a) 11 Involuntary proceedings for winding up a mutual benefit corporation commence when 12 an order for winding up is entered under AS 10.21.665. 13  (b) If an involuntary proceeding for winding up has commenced, the board 14 shall conduct the winding up of the affairs of the corporation, subject to the 15 supervision of the court, unless other persons are appointed by the court to conduct the 16 winding up. The directors or other persons may, subject to restrictions imposed by the 17 court, exercise their powers through the executive officers of the corporation without 18 order of the court. 19  (c) If an involuntary proceeding for winding up has commenced, the 20 corporation shall cease to conduct its activities except to the extent necessary for the 21 beneficial winding up of the corporation and to preserve the corporation's goodwill or 22 going concern value, pending a sale or other disposition of its assets in whole or in 23 part. The directors shall mail written notice of the commencement of the proceeding 24 for involuntary winding up to all members and all known creditors and claimants 25 whose addresses appear on the records of the corporation, unless the order for winding 26 up has been stayed by appeal or the proceeding or the execution of the order has been 27 enjoined. 28  Sec. 10.21.670. Jurisdiction of court in involuntary dissolution. If an 29 involuntary proceeding for winding up has been commenced, the jurisdiction of the 30 court includes 31  (1) the determination of the validity of all claims and demands against

01 the corporation, whether due, not yet due, contingent, unliquidated, or limited to 02 damages, and the barring from participation of creditors and claimants failing to make 03 and present claims and proof as required by an order; 04  (2) the determination or compromise of all claims of every nature 05 against the corporation or its property and the determination of the amount of money 06 or assets required to be retained to pay or provide for the payment of claims; 07  (3) the determination of the rights of members and classes of members 08 in and to the assets of the corporation; 09  (4) the presentation and filing of intermediate and final accounts of the 10 directors or other persons appointed to conduct the winding up and hearing, the 11 allowance, disallowance, or settlement of the accounts, and the discharge of the 12 directors or other persons from their duties and liabilities; 13  (5) the appointment of a master to hear and determine all matters with 14 the power or authority the court considers proper; 15  (6) the filling of vacancies on the board that the directors or members 16 are unable to fill; 17  (7) the removal of a director if it appears that the director has been 18 guilty of dishonesty, misconduct, neglect, or breach of trust in conducting the winding 19 up or if the director is unable to act; the court may order an election to fill the vacancy 20 caused by the removal of a director under this paragraph, and may enjoin, for the time 21 it considers proper, the reelection of the removed director, or the court, instead of 22 ordering an election, may appoint a director to fill the vacancy caused by removal 23 under this paragraph; a director appointed by the court under this paragraph shall serve 24 until the next regular meeting of members or until a successor is elected or appointed; 25  (8) the staying of the prosecution of a suit, proceeding, or action 26 against the corporation and requiring the parties to present and prove their claims in 27 the manner required of other creditors; 28  (9) the determination of whether adequate provision has been made for 29 payment or satisfaction of all debts and liabilities not actually paid; 30  (10) the making of orders for the withdrawal or termination of 31 proceedings to wind up and dissolve, subject to conditions for the protection of

01 creditors; 02  (11) the making of an order, on the allowance or settlement of the final 03 accounts of the directors or other persons, that the corporation has been duly wound 04 up and is dissolved; 05  (12) the making of orders for the bringing in of new parties the court 06 considers proper for the determination of all questions and matters; and 07  (13) the disposition of assets held in charitable trust. 08  Sec. 10.21.673. Powers and duties of directors and officers in dissolution 09 proceeding. The powers and duties of the directors, other persons appointed by the 10 court under AS 10.21.668, and officers after commencement of a dissolution 11 proceeding include the following acts in the name and on behalf of the corporation: 12  (1) to elect officers and employ agents and attorneys to liquidate or 13 wind up the corporation's affairs; 14  (2) to continue to conduct the affairs of the corporation to the extent 15 necessary for disposal or winding up; 16  (3) to carry out contracts and collect, pay, compromise, and settle debts 17 and claims for or against the corporation; 18  (4) to defend suits brought against the corporation; 19  (5) to sue, in the name of the corporation, for all sums due or owing 20 to the corporation or to recover the property of the corporation; 21  (6) to collect amounts remaining unpaid on memberships; 22  (7) to recover unlawful distributions; 23  (8) to sell at public or private sale, to exchange, to convey, or otherwise 24 to dispose of all or a part of the assets of the corporation for reasonable amounts as 25 determined by the board and to execute bills of sale and deeds of conveyance in the 26 name of the corporation; and 27  (9) in general, to make contracts and do all things in the name of the 28 corporation that are proper or convenient for the purposes of winding up, settling, and 29 liquidating the affairs of the corporation. 30  Sec. 10.21.675. Vacancies on board during winding up. A vacancy on the 31 board may be filled during a winding-up proceeding in the manner provided in

01 AS 10.21.385. 02  Sec. 10.21.678. Proceeding to determine identity of directors or to appoint 03 directors. If the identity of a director or the right to hold office is in doubt, if a 04 director is dead or unable to act, if a director fails or refuses to act, or if the 05 whereabouts of a director cannot be ascertained, an interested person, including the 06 commissioner, may petition the superior court to determine the identity of the director 07 or, if there are not any directors, to appoint directors to wind up the affairs of the 08 corporation, after hearing upon notice to the persons the court directs. 09  Sec. 10.21.680. Creditors and claimants. (a) In a court-directed winding up 10 of a corporation, a creditor or claimant may be barred from participation in a 11 distribution of the general assets if the creditor or claimant fails to make and present 12 claims and proofs within the time the court directs. The time in which to present 13 claims may not be less than four or more than six months after the first publication of 14 notice to creditors unless it appears by affidavit that there are not any claims, in which 15 case the time limit may be three months. If it is shown that a claimant did not receive 16 notice because of absence from the state or other cause, the court may allow a claim 17 to be filed or presented at any time before distribution is completed. 18  (b) Notice to creditors in a court-directed winding up shall be published not 19 less than once a week for three consecutive weeks in a newspaper of general 20 circulation in the state or in a newspaper designated by the court. The notice must 21 direct creditors and claimants to make and present claims and proofs to the person at 22 the place and within the time specified in the notice. A copy of the notice shall be 23 mailed to the last known address of each person shown as a creditor or claimant on 24 the books of the corporation. 25  (c) A holder of a secured claim may prove the whole debt in order to secure 26 payment of a deficiency. If a secured creditor falls to present a claim, the claim shall 27 be barred only as to a right to claim against the general assets for a deficiency in the 28 amount realized on the security. 29  (d) Before a distribution is made in a court-directed winding up, the amount 30 of an unmatured, contingent, or disputed claim against the corporation that has been 31 presented and has not been disallowed, or the part of a claim to which the holder

01 would be entitled if the claim were due, established, or absolute, shall be paid into 02 court and remain there to be paid over to the party if the party becomes entitled to 03 payment, or, if the party fails to establish a claim, to be paid over or distributed with 04 the other assets of the corporation to those entitled to the assets. The court may make 05 other provisions for the full payment of unmatured, contingent, or disputed claims, if 06 and when established. A creditor who has a claim that has been allowed but is not yet 07 due is entitled to the present value of the claim upon distribution. 08  (e) A suit against the corporation on a claim that has been rejected shall be 09 commenced within 30 days after written notice of rejection is given to the claimant. 10  Sec. 10.21.683. Order declaring corporation duly wound up and dissolved. 11 (a) After the final settlement of the accounts of the directors or other person appointed 12 under AS 10.21.668 and the determination that the corporation's affairs are in 13 condition for it to be dissolved, the court shall make an order declaring the corporation 14 duly wound up and dissolved. 15  (b) An order issued under (a) of this section must state 16  (1) that the corporation has been duly wound up and that its known 17 debts and liabilities have been paid or adequately provided for, or that the debts and 18 liabilities have been paid as far as the corporation's assets permit; 19  (2) if there are known debts or liabilities for which adequate provision 20 for payment has been made, what provision has been made, the name and address of 21 the corporation, person, or governmental agency that has assumed or guaranteed the 22 payment or the name and address of the depository with which deposit has been made, 23 and other information that is necessary to enable the creditor or other person to whom 24 payment is to be made to appear and claim payment of the debt or liability; 25  (3) that the known assets of the corporation have been distributed to 26 the persons entitled to the assets or that the corporation has not acquired assets; 27  (4) that the accounts of directors or other persons have been settled and 28 that they are discharged from their duties and liabilities to creditors and members; 29  (5) that the corporation is dissolved. 30  (c) The court may make additional orders and grant further relief as it 31 considers proper on the evidence submitted.

01  (d) After making the order declaring the corporation dissolved, corporate 02 existence ceases except for the purposes of further winding up if needed. The 03 directors or other persons appointed under AS 10.21.668 are discharged from their 04 duties and liabilities except with respect to completion of the winding up. 05  Sec. 10.21.685. Filing of certified order, decree, or judgment of dissolution. 06 If a corporation is dissolved or its existence forfeited by order, decree, or judgment of 07 a court, a copy of the order, decree, or judgment, certified by the clerk of court, shall 08 be filed with the commissioner. 09  Sec. 10.21.688. Distribution of remaining corporate assets. (a) After 10 determining that all of the known debts and liabilities of a corporation in the process 11 of winding up have been paid or adequately provided for, the board shall distribute all 12 the remaining corporate assets in the manner provided in AS 10.21.693 - 10.21.698. 13  (b) If the winding up is by court proceeding or subject to court supervision, 14 the distribution may not be made until after the expiration of any period for the 15 presentation of claims that has been ordered by the court. 16  (c) Assets that are not subject to attachment, execution or sale for the 17 corporation's debts and liabilities may be distributed under AS 10.21.693 - 10.21.698 18 even though all debts and liabilities have not been paid or adequately provided for. 19  Sec. 10.21.690. Payment of debts and liabilities. (a) The payment of a debt 20 or liability, whether the whereabouts of the creditor is known or unknown, has been 21 adequately provided for if 22  (1) payment of the debt or liability has been assumed or guaranteed in 23 good faith by one or more financially responsible persons or by the United States 24 government or an agency of the United States government, and the provision, including 25 the financial responsibility of the persons, was determined in good faith and with 26 reasonable care by the board to be adequate at the time of distribution of the assets by 27 the board under this chapter; and 28  (2) the amount of the debt or liability has been deposited with the 29 commissioner of revenue. 30  (b) This section does not prescribe the exclusive means of taking adequate 31 provision for debts and liabilities.

01  Sec. 10.21.693. Return, transfer, or conveyance of assets. After complying 02 with the provisions of AS 10.21.688, if the corporation holds assets subject to a valid 03 condition requiring return, transfer, or conveyance, and the condition has occurred or 04 will occur by reason of the dissolution, the assets shall be returned, transferred, or 05 conveyed in accordance with the condition. 06  Sec. 10.21.695. Disposal of corporate assets. (a) Subject to the provisions 07 of AS 10.21.688 and except as provided in AS 10.21.693, all of a corporation's assets 08 shall be disposed of on dissolution in conformity with its articles or bylaws and 09 complying with the provisions of a trust under which assets are held. 10  (b) Except as provided in (c) of this section, the superior court shall make the 11 disposition required in (a) of this section in proceedings to which the commissioner 12 is a party. The commissioner or, on 30 days' notice to the commissioner, a person 13 interested in the dissolution may file the court action for the disposition. 14  (c) The disposition required in (a) of this section may be made without the 15 decree of the superior court, subject to the rights of persons concerned in the 16 dissolution, if the commissioner makes a written waiver of objections to the 17 disposition. 18  (d) Notwithstanding the provisions of (a) of this section, assets held in 19 charitable trust under AS 10.21.185 shall be disposed of under AS 10.21.615(a) as if 20 the mutual benefit corporation were a public benefit corporation. 21  Sec. 10.21.698. Distributions. After complying with the provisions of 22 AS 10.21.688, and except as otherwise provided in AS 10.21.693 and 10.21.695, assets 23 held by a corporation shall be disposed of on dissolution as follows: 24  (1) if the articles or bylaws provide the manner of disposition, the 25 assets shall be disposed of in that manner; or 26  (2) if the articles or bylaws do not provide the manner of disposition, 27 the assets shall be distributed among the members in accordance with their rights in 28 the corporation. 29  Sec. 10.21.700. Distributions authorized in money, property, or securities. 30 Subject to the provisions of a trust under which assets to be distributed are held, if the 31 distribution can be done fairly and ratably and in conformity with the provisions of the

01 articles and bylaws, distribution of assets may be made either in money, property, or 02 securities and either in periodic installments or as a whole. Distribution of assets shall 03 be made as soon as reasonably consistent with the beneficial liquidation of the 04 corporation's assets. 05  Sec. 10.21.703. Adoption of plan not in accordance with liquidation rights. 06 (a) If a corporation in the process of winding up has more than one class of 07 memberships outstanding, a plan of distribution of the memberships, obligations, or 08 securities of another corporation, domestic or foreign, or assets other than money that 09 is not in accordance with the liquidation rights of a class under the articles or bylaws 10 may be adopted if approved by the board and a majority of all members of each class. 11  (b) A plan adopted under (a) of this section may provide that the distribution 12 is in complete or partial satisfaction of the rights of members on distribution and 13 liquidation of the assets. 14  (c) A plan of distribution approved under (a) of this section is binding upon 15 all members. The board shall mail notice of the adoption of the plan within 20 days 16 after its adoption to all members having a liquidation preference under the articles or 17 bylaws. 18  Sec. 10.21.705. Recovery of improper distributions. (a) If a distribution of 19 assets has been made in the process of winding up a corporation without a court order 20 and without prior payment or adequate provision for payment of the debts and 21 liabilities of the corporation, the corporation may recover the amount improperly 22 distributed to a person. A person who received an improper distribution may be joined 23 as a defendant in the same action or be brought in on the motion of another defendant. 24 In this subsection, "process of winding up" includes a proceeding under AS 10.21.633 25 - 10.21.710 and any other distribution of assets to a person made in contemplation of 26 termination or abandonment of the corporate business. 27  (b) The commissioner or a creditor of that corporation, whether or not the 28 creditor has reduced the claim to judgment, may bring a court action in the name of 29 the corporation to enforce the liability under (a) of this section against a person 30 receiving a distribution. 31  (c) A member who satisfies a liability under this section has a right to ratable

01 contribution from other members similarly liable. A member who has been compelled 02 to return to the corporation more than the member's share of the amount needed to pay 03 the debts and liabilities of the corporation may require the corporation to recover from 04 other members similarly liable a proportion of the amounts received by them on the 05 improper distribution, to give contribution to those held liable under this section, and 06 to make the distribution of the assets fair and ratable, according to the rights and 07 preferences of the memberships, after payment or adequate provision for payment of 08 all the debts and liabilities of the corporation. 09  Sec. 10.21.708. Existence of corporation after dissolution. (a) A 10 corporation that is dissolved voluntarily or involuntarily continues to exist for the 11 purpose of winding up its affairs, defending actions by or against it, enabling it to 12 collect and discharge obligations, disposing of and conveying its property, and 13 collecting and dividing its assets, but not for the purpose of continuing its activities, 14 except to the extent necessary for the winding up. 15  (b) An action or proceeding to which a corporation is a party does not abate 16 by the dissolution of the corporation or by reason of proceedings for winding up and 17 dissolution. A corporation that is dissolved voluntarily or involuntarily may not 18 commence a court action, except under AS 10.21.705. 19  (c) Assets inadvertently or otherwise omitted from the winding up continue in 20 the dissolved corporation for the benefit of the persons entitled to the assets on 21 dissolution of the corporation and, on realization, shall be distributed to the person 22 entitled. 23  (d) The directors of the corporation on the date of its dissolution, or as 24 determined under AS 10.21.685, shall exercise and have the powers necessary to act 25 under this section. 26  Sec. 10.21.710. Suits against persons to whom assets were distributed upon 27 dissolution. (a) If a corporation has been dissolved, a person to whom assets were 28 distributed on dissolution may be sued in the corporate name on a cause of action 29 against the corporation that arose before dissolution. Notice of the action shall be 30 given to the commissioner. The commissioner may intervene in a suit brought under 31 this section.

01  (b) Summons or other process against a dissolved corporation may be served 02 by delivering a copy to an officer, director, or person having charge of the 03 corporation's assets or, if the person cannot be found, to an agent upon whom process 04 might be served at the time of dissolution. If it is shown by affidavit to the 05 satisfaction of the court that none of these persons can be found with due diligence, 06 then the court may make an order that summons or other process be served upon the 07 dissolved corporation by personally delivering a copy of the process and a copy of the 08 order to the commissioner. Service in this manner is complete 10 days after the 09 delivery of process to the commissioner. 10  (c) A dissolved corporation survives and continues to exist indefinitely for the 11 purpose of being sued in a quiet title action. A judgment rendered in a quiet title 12 action binds every person having an interest in the corporation to the extent of the 13 person's interest. Service of summons or other process may be made as provided in 14 (b) of this section. 15  (d) After receipt of the process under (b) of this section and the fee for filing, 16 the commissioner shall give notice to the corporation at the last known address of the 17 corporation or at the last known address of the last registered agent of the corporation. 18 If those addresses are not known, the commissioner is not required to take any action. 19  (e) This section is procedural in nature and is not intended to determine 20 liability. 21  Sec. 10.21.713. Special provisions on dissolution of owners' associations. 22 (a) Notwithstanding a provision in AS 10.21.550 - 10.21.710, if there is a lot, parcel, 23 area, apartment, or unit for which an owners' association is obligated to provide 24 management, maintenance, preservation, or control, a corporation formed for those 25 purposes or a person acting on its behalf may not, without the approval of 100 percent 26 of the members, 27  (1) transfer all or substantially all of the association's assets; or 28  (2) file a certificate of dissolution. 29  (b) A court may not enter an order declaring the owners' association duly 30 wound up and dissolved unless there is a judicial determination that the corporate 31 purposes are no longer attainable.

01  (c) In (a) of this section, "approval of 100 percent of the members" means 02 unanimous approval by the affirmative vote of every member of the corporation 03 whether or not the voting rights of some or all of the members have been extinguished 04 by the articles. 05 Article 11. Foreign Corporations. 06  Sec. 10.21.750. Applicability to foreign corporations. To the extent provided 07 in this chapter, this chapter is applicable to a foreign corporation that is authorized to 08 conduct or that conducts affairs in this state. 09  Sec. 10.21.755. Admission of foreign corporation. (a) A foreign corporation 10 may not conduct affairs in this state until it has been issued a certificate of authority 11 from the commissioner. A foreign corporation may not be issued a certificate of 12 authority to conduct affairs that a corporation organized under this chapter is not 13 permitted to conduct. 14  (b) A foreign corporation that is a religious corporation may not be issued a 15 certificate of authority to conduct affairs in this state under this chapter. 16  (c) A foreign corporation may not be denied a certificate of authority because 17 the laws of the state or country under which it is organized governing its organization 18 and internal affairs differ from the laws of this state. 19  Sec. 10.21.758. Liability to state for conducting affairs without certificate 20 of authority. (a) A foreign corporation that conducts affairs in this state without a 21 certificate of authority is liable to this state for the years or portions of years during 22 which it conducted affairs in this state without a certificate of authority in an amount 23 equal to 24  (1) all fees and corporation taxes that would have been imposed by this 25 chapter on the corporation if it had applied for and received a certificate of authority 26 to conduct affairs in this state as required by this chapter and filed all reports required 27 by this chapter; 28  (2) all penalties imposed by this chapter for failure to pay the fees; and 29  (3) a penalty of up to $10,000 a year or portion of a year for each year 30 it conducted affairs in this state without a certificate of authority. 31  (b) The attorney general shall bring proceedings to recover amounts due to the

01 state under this section. 02  Sec. 10.21.760. Conducting affairs without certificate of authority as a bar 03 to right to sue. A foreign corporation conducting affairs in this state without a 04 certificate of authority may not maintain an action in a court of this state until it 05 obtains a certificate of authority. A successor or assignee of a foreign corporation 06 conducting affairs without a certificate of authority may not maintain an action in a 07 court of this state on a right, claim, or demand arising out of the conduct of affairs by 08 the corporation in this state until a certificate of authority is obtained by the 09 corporation or by a corporation that has acquired all or substantially all of its assets. 10  Sec. 10.21.763. Conducting affairs without certificate of authority not 11 affecting contracts and right to defend action. The failure of a foreign corporation 12 to obtain a certificate of authority to conduct affairs in this state 13  (1) does not impair the validity of a contract or act of the corporation; 14 and 15  (2) does not prevent the corporation from defending an action in a court 16 of this state. 17  Sec. 10.21.765. Activities not constituting conducting affairs in this state. 18 The activities of a foreign corporation that are not considered to be conducting affairs 19 in this state, for the purposes of this chapter, include 20  (1) maintaining, defending, or settling a court action, an administrative 21 proceeding, or an arbitration proceeding, or settling claims or disputes; 22  (2) holding meetings of directors or members of the corporation or 23 carrying on other activities concerning the internal affairs of the corporation; 24  (3) maintaining bank accounts; 25  (4) securing or collecting debts or enforcing rights in property securing 26 debts; 27  (5) granting funds; 28  (6) distributing information to members; 29  (7) conducting an isolated transaction, completed within 30 days, not 30 in the course of a number of repeated transactions of like nature. 31  Sec. 10.21.768. Corporate name of foreign corporation. (a) Except as

01 provided in AS 10.21.053, a certificate of authority may not be issued to a foreign 02 corporation unless the corporate name of the corporation 03  (1) contains the word "corporation," "company," "incorporated," or 04 "limited," or an abbreviation of one of these words, or, for use in this state, adds at the 05 end of its name one of these words or an abbreviation of one of them; 06  (2) does not contain a word or phrase that indicates or implies that it 07 is organized for a purpose other than the purpose contained in its articles or that it is 08 authorized or empowered to conduct the business of banking or insurance; 09  (3) does not contain the word "city," "borough," or "village," or 10 otherwise imply that the corporation is a municipality, but the name of a city, borough, 11 or village may be used in the corporate name; 12  (4) is the same name as, or deceptively similar to, the name of a 13 domestic corporation existing under the laws of this state or a foreign corporation 14 authorized to conduct affairs in this state, a name the exclusive right to which is 15 reserved in a manner provided in this title, or the name of a corporation that has in 16 effect a registration of its name under this chapter. 17  (b) The provisions of (a)(1) of this section do not apply to a foreign 18 corporation formed and operated exclusively for a charitable purpose. 19  Sec. 10.21.770. Assumed corporate name: commissioner to cross-index. 20 (a) Except as provided in AS 10.21.053(a)(2), if a foreign corporation applying for 21 a certificate of authority has a name that is impermissible under AS 10.21.768, it shall 22 select an assumed name, acceptable under the provisions of AS 10.21.768, under which 23 it elects to conduct affairs in this state. 24  (b) The commissioner shall maintain records that cross-reference the actual and 25 assumed names of all foreign corporations authorized to conduct affairs in this state. 26  Sec. 10.21.773. Change of name by foreign corporation. If a foreign 27 corporation authorized to conduct affairs in this state changes its name to one under 28 which a certificate of authority would not be granted to it under this chapter, the 29 certificate of authority of the corporation is suspended, and the foreign corporation 30 may not conduct affairs in this state until it has changed its name to a name available 31 to it under the laws of this state.

01  Sec. 10.21.775. Application for certificate of authority. To receive a 02 certificate of authority to conduct affairs in this state, a foreign corporation shall apply 03 in duplicate to the commissioner. 04  Sec. 10.21.778. Contents of application. An application for a certificate of 05 authority must set out 06  (1) the name of the corporation; 07  (2) the assumed name, if any, of the corporation or, if the name of the 08 corporation is required by this chapter to contain, but does not contain, the word 09 "corporation," "company," "incorporated," or "limited," or an abbreviation of one of 10 these words, the name of the corporation with the word or abbreviation that it elects 11 to use in this state; 12  (3) the date of incorporation and the period of duration of the 13 incorporation; 14  (4) the address of the principal office of the corporation in the state or 15 country under whose laws it is incorporated; 16  (5) the address of the proposed registered office of the corporation in 17 this state and the name of its proposed registered agent in this state at that address; 18  (6) the purpose the corporation proposes to pursue in the conduct of 19 affairs in this state; 20  (7) the names and addresses of the directors and officers of the 21 corporation; 22  (8) a statement of the number of memberships that the corporation may 23 issue, itemized by classes; 24  (9) a statement of the number of members, itemized by classes; 25  (10) an estimate expressed in dollars of 26  (A) the value of all property to be owned by the corporation 27 during the following year, wherever located; 28  (B) the value of the property of the corporation to be located 29 in this state during the following year; 30  (C) the gross amount of all income that will be earned by the 31 corporation during the following year; and

01  (D) the gross amount of income that will be generated by the 02 corporation at or from offices in this state during the following year; 03  (11) additional information necessary or appropriate to enable the 04 commissioner to determine whether the corporation is entitled to a certificate of 05 authority and to determine and assess the fees prescribed in this chapter that are 06 payable; 07  (12) the name and address of a person holding at least five percent of 08 the members of the corporation, and the percentage of control held by that person; in 09 this paragraph, "percentage of control" means the percentage of the members of the 10 entire board of directors that a person has the power to elect or designate. 11  Sec. 10.21.780. Filing of application for certificate of authority. The 12 application of the corporation for a certificate of authority shall be submitted on forms 13 prescribed and furnished by the commissioner. Duplicate originals of the application 14 and a verified copy of the articles and all amendments to the articles shall be delivered 15 to the commissioner for processing under AS 10.21.905 and issuance of a certificate 16 of authority. The application shall be executed by the board chair, president, or vice- 17 president, and by the secretary or assistant secretary, and verified by one of the officers 18 signing the application. 19  Sec. 10.21.783. Effect of certificate of authority. On the issuance of a 20 certificate of authority by the commissioner, the corporation may conduct affairs in this 21 state for the purpose set out in its application, subject, however, to the right of this 22 state to suspend or revoke the authority as provided in this chapter. 23  Sec. 10.21.785. Amended certificate of authority. (a) A foreign corporation 24 authorized to conduct affairs in this state shall obtain an amended certificate of 25 authority if it changes its corporate name or desires to pursue in this state other or 26 additional purposes than those set out in its earlier application for a certificate of 27 authority. 28  (b) The requirements as to form and content of an application for an amended 29 certificate of authority, the manner of its execution, the filing of duplicate originals of 30 the application with the commissioner, and the issuance of an amended certificate of 31 authority are the same as in the case of an original application for a certificate of

01 authority. 02  Sec. 10.21.788. Powers of foreign corporation. A foreign corporation that 03 has received a certificate of authority enjoys, until a certificate of revocation or of 04 withdrawal is issued as provided in this chapter, the same, but not greater, rights and 05 privileges as a domestic corporation organized for the purposes set out in the 06 application under which the certificate of authority is issued and, except as otherwise 07 provided in this chapter, is subject to the duties, restrictions, penalties, and liabilities 08 imposed on a domestic corporation of like character. 09  Sec. 10.21.790. Revocation of certificate of authority. A certificate of 10 authority of a foreign corporation to conduct affairs in this state may be revoked by 11 the commissioner if 12  (1) the corporation has failed to file and, if required, publish any 13 document or pay a fee required under this chapter as provided in AS 10.21.868; 14  (2) the corporation fails to appoint and maintain a registered agent in 15 this state; 16  (3) the corporation fails, after change of its registered office or 17 registered agent, to file with the commissioner a statement of the change as required 18 by this chapter; 19  (4) the corporation fails to file with the department an amendment to 20 its articles of incorporation or articles of merger within the time prescribed by this 21 chapter; or 22  (5) a misrepresentation of a material matter has been made in an 23 application, report, affidavit, or other document submitted under this chapter. 24  Sec. 10.21.793. Limitations on revocation of certificate of authority. The 25 commissioner may not revoke a certificate of authority of a foreign corporation unless 26 the corporation 27  (1) has been given at least 60 days' notice by certified mail addressed 28 to its registered office in this state; and 29  (2) fails before revocation to file the biennial report, pay the fees or 30 penalties that are due, file the required statement of change of registered agent or 31 registered office, file the articles of amendment or articles of merger, or correct a

01 misrepresentation. 02  Sec. 10.21.795. Issuance of certificate of revocation. Upon revoking a 03 certificate of authority, the commissioner shall 04  (1) issue a certificate of revocation in duplicate; 05  (2) file one of the certificates in the office of the commissioner; 06  (3) mail to the corporation at its registered office in this state a notice 07 of the revocation and one of the certificates. 08  Sec. 10.21.798. Effect of certificate of revocation. Upon the issuance of a 09 certificate of revocation, the authority of a corporation to conduct affairs in this state 10 ceases. 11  Sec. 10.21.800. Registered office and registered agent of a foreign 12 corporation. A foreign corporation authorized to conduct affairs in this state shall 13 have and continuously maintain in this state 14  (1) a registered office, which may be the same as its principal office 15 in this state; and 16  (2) a registered agent, who may be either an individual resident in this 17 state if the resident's office is identical to the registered office, or a domestic 18 corporation or foreign corporation authorized to conduct affairs in this state that has 19 an office that is identical to the registered office. 20  Sec. 10.21.803. Change of registered office; change or resignation of 21 registered agent. (a) A foreign corporation authorized to conduct affairs in this state 22 may change its registered office or its registered agent, or both, by filing with the 23 commissioner a verified statement of change setting out 24  (1) the name of the corporation; 25  (2) the address of its registered office; 26  (3) the address of the proposed registered office if the address of its 27 registered office is to be changed; 28  (4) the name of its registered agent; 29  (5) the name of its successor registered agent if its registered agent is 30 to be changed; and 31  (6) a statement that the change is authorized by resolution adopted by

01 its board of directors. 02  (b) A registered agent may resign by filing a written notice, executed in 03 duplicate, with the commissioner. The written notice of resignation must set out the 04 latest address of the principal office of the corporation and the names, addresses, and 05 titles of the most recent officers of the corporation known to the agent. The 06 commissioner shall immediately mail a copy of the notice to the corporation at its 07 principal office. The resignation becomes effective 30 days after the filing of the 08 written notice or upon the appointment of a new agent by the corporation, whichever 09 is sooner. 10  Sec. 10.21.805. Filing of statement of change. A statement of change under 11 AS 10.21.803(a) shall be executed and verified by the corporation by the board chair, 12 president, or a vice-president and delivered to the commissioner. If the commissioner 13 finds that the statement conforms to the provisions of this chapter, the commissioner 14 shall file the statement in the office of the commissioner, and upon filing, the change 15 of address of the registered office or the appointment of a new registered agent, or 16 both, become effective. 17  Sec. 10.21.808. Service of process on foreign corporation. The registered 18 agent appointed by a foreign corporation authorized to conduct affairs in this state is 19 an agent of the corporation upon whom process, notice, or demand required or 20 permitted by law to be served upon the corporation may be served. 21  Sec. 10.21.810. Service on commissioner. If a foreign corporation that is 22 authorized to conduct affairs in this state, or that is not authorized to conduct affairs 23 in this state but is conducting affairs in this state, fails to appoint or maintain a 24 registered agent in this state, if a registered agent cannot with reasonable diligence be 25 found at the registered office, or if the certificate of authority of a foreign corporation 26 is suspended or revoked, the commissioner is an agent upon whom process, notice, or 27 demand may be served. Service is made on the commissioner as provided in 28 AS 10.21.088(b). 29  Sec. 10.21.813. Records kept by commissioner. The commissioner shall 30 keep a record of all processes, notices, or demands served on a corporation under 31 AS 10.21.810 and shall record the time of service and any action taken with reference

01 to the service. 02  Sec. 10.21.815. Procedure not exclusive. AS 10.21.808 - 10.21.813 do not 03 limit or affect the right to serve process, notice, or demand required or permitted by 04 law to be served on a corporation in any other manner. 05  Sec. 10.21.818. Amendment to articles of incorporation of foreign 06 corporation. If the articles of a foreign corporation authorized to conduct affairs in 07 this state are amended, the foreign corporation shall, within 30 days after the 08 amendment becomes effective, file with the commissioner a copy of the amendment 09 authenticated by the proper officer of the state or country under whose laws it is 10 incorporated. The filing of the amendment does not enlarge or alter the purpose that 11 the corporation may pursue in the conduct of affairs in this state under a name other 12 than the name set out in its certificate of authority. 13  Sec. 10.21.820. Organic change of foreign corporation. If a foreign 14 corporation authorized to conduct affairs in this state is a party to an organic change 15 permitted by the laws of the state or country where it is incorporated, and the 16 corporation is the surviving corporation, it shall, within 30 days after the change 17 becomes effective, file with the commissioner a copy of the articles of merger, 18 consolidation, or reorganization authenticated by the proper office of the state or 19 country under whose laws the organic change was carried out. It is not necessary for 20 the corporation to obtain a new or amended certificate of authority to conduct affairs 21 in this state unless the name of the corporation is changed or unless the corporation 22 desires to pursue in this state other or additional purposes than those that it is 23 authorized to pursue in this state. 24  Sec. 10.21.823. Withdrawal of foreign corporation. A foreign corporation 25 authorized to conduct affairs in this state may withdraw from this state on obtaining 26 from the commissioner a certificate of withdrawal. To obtain a certificate of 27 withdrawal the foreign corporation shall deliver to the commissioner an application for 28 withdrawal. 29  Sec. 10.21.825. Contents of application for withdrawal. An application for 30 withdrawal must set out 31  (1) the name of the corporation and the state or country where it is

01 incorporated; 02  (2) that the corporation is not conducting affairs in this state; 03  (3) that the corporation surrenders its authority to conduct affairs in this 04 state; 05  (4) that the corporation revokes the authority of its registered agent in 06 this state to accept service of process and consents that service of process in a court 07 action based on a cause of action arising in this state during the time the corporation 08 was authorized to conduct affairs in this state may be made on the corporation by 09 service on the commissioner; 10  (5) a post office address to which the commissioner may mail a copy 11 of a process against the corporation that may be served on the commissioner; 12  (6) a statement of the number of memberships that the corporation may 13 issue, itemized by classes, as of the date of the application; 14  (7) a statement of the number of members itemized by classes, as of 15 the date of the application; 16  (8) additional information necessary or appropriate to enable the 17 commissioner to determine and assess unpaid fees payable as prescribed in this 18 chapter. 19  Sec. 10.21.828. Form of application for withdrawal. An application for 20 withdrawal shall be made on forms prescribed and furnished by the commissioner and 21 shall be executed by the corporation by its board chair, president, or vice-president, 22 and by its secretary or an assistant secretary, and verified by one of the officers 23 signing the application, or, if the corporation is in the hands of a receiver or trustee, 24 the application shall be executed and verified on behalf of the corporation by the 25 receiver or trustee. 26  Sec. 10.21.830. Filing of application for withdrawal. Duplicate originals of 27 an application for withdrawal shall be delivered to the commissioner for processing 28 according to AS 10.21.905 and for issuance of a certificate of withdrawal. 29  Sec. 10.21.833. Effect of certificate of withdrawal. On the issuance of a 30 certificate of withdrawal, the authority of a corporation to conduct affairs in this state 31 ceases.

01 Article 12. Reports, Fees, and Penalties. 02  Sec. 10.21.850. Biennial report of domestic and foreign corporations. A 03 domestic corporation and a foreign corporation authorized to conduct affairs in this 04 state shall file a biennial report within the time prescribed by this chapter. 05  Sec. 10.21.852. Contents of biennial report. A biennial report must include 06  (1) the name of the corporation and the state or country where it is 07 incorporated; 08  (2) the address of the registered office of the corporation in this state, 09 the name of its registered agent in this state at that address, and, in the case of a 10 foreign corporation, the address of its principal office in the state or country where it 11 is incorporated; 12  (3) a brief statement of the purposes of the corporation in this state; 13  (4) the names and addresses of the directors and officers of the 14 corporation; 15  (5) a statement of the number of memberships that the corporation has 16 authority to issue, itemized by classes; 17  (6) a statement of the number of members itemized by classes; 18  (7) the name and address of each person holding as of the previous 19 September 30 the power to directly cause the election or designation of one or more 20 members of the board; 21  (8) the gross receipts of the corporation during the reporting period 22 from all sources; 23  (9) the amount, expressed in dollars and as a percentage of the gross 24 receipts of the corporation, of 25  (A) membership fees, dues, and assessments; 26  (B) donations; 27  (C) grants from governmental entities; 28  (D) sales of goods or services; and 29  (E) all other sources; 30  (10) in the case of a mutual benefit corporation, the amount, expressed 31 in dollars and as a percentage of the total income, of the total income used or held for

01  (A) recurrent administrative costs; 02  (B) nonrecurrent administrative costs; 03  (C) providing services or making facilities available to members 04 as authorized in its articles, exclusive of the administrative cost of providing 05 these services; and 06  (D) all other expenses of the corporation; 07  (11) in the case of a public benefit corporation, the amount, expressed 08 both in dollars and as a percentage of total income, of the total income used or held 09 for 10  (A) recurrent administrative costs; 11  (B) nonrecurrent administrative costs; 12  (C) public or charitable purposes as stated in its articles; and 13  (D) all other expenses of the corporation; 14  (12) the information required by AS 10.21.313. 15  Sec. 10.21.854. Filing of biennial report. (a) A biennial report of a domestic 16 or foreign corporation shall be filed with the department and is due before July 2 of 17 the filing year. The biennial report is delinquent if not filed before August 1 of each 18 year. Delinquent reports are subject to the penalty provided in AS 10.21.858. 19  (b) Proof to the satisfaction of the commissioner that on or before August 1 20 the report was deposited in the United States mail in a sealed envelope, properly 21 addressed with postage prepaid, constitutes compliance with (a) of this section. 22  (c) The commissioner shall file the report if the commissioner finds that the 23 report conforms to the requirements of this chapter. If the commissioner finds that the 24 report does not conform to the requirements of this chapter, the commissioner shall 25 promptly return it to the corporation for necessary corrections. If the report is 26 corrected to conform to the requirements of this chapter and returned to the 27 commissioner in sufficient time to be filed before October 1 of the year in which it is 28 due, the penalty provided in AS 10.21.858 for failure to file the report within the time 29 required does not apply. 30  (d) Upon receipt of a form from the commissioner, a domestic or foreign 31 corporation shall file a biennial report within six months after original incorporation

01 or authorization to conduct affairs in this state. 02  Sec. 10.21.856. Additional reporting requirement for certain corporations. 03 (a) In addition to the biennial report required under AS 10.21.850, a public benefit 04 corporation that is a domestic corporation or that is a foreign corporation conducting 05 affairs in the state and that received an aggregate of $5,000 or more during the 06 calendar year from other corporations shall file with the department by July 1 each 07 year on forms provided by the department a report that lists all payments received by 08 the public benefit corporation from other corporations or from third persons 09 transmitting the payments from other corporations. The list must include the full name 10 and address of the principal office of each of the other corporations that make the 11 payments, the amounts of the payments, and the purpose of the payments. The report 12 required under this section that is due the same year as the public benefit corporation's 13 biennial report may be included in the biennial report. 14  (b) In this section, 15  (1) "mutual benefit corporation" means a nonprofit corporation that is 16 organized primarily for the benefit of its members; 17  (2) "nonprofit corporation" means a corporation that is exempt from 18 federal taxation under 26 U.S.C. 501(c)(3) (Internal Revenue Code); 19  (3) "other corporations" means any other corporations, including 20 corporations that are organized 21  (A) under the laws of this state or under the laws of another 22 jurisdiction; 23  (B) for profit or not for a profit; 24  (4) "public benefit corporation" means a nonprofit corporation that is 25 not a mutual benefit corporation, that is organized under this chapter, and that 26  (A) is organized for a public or charitable purpose; 27  (B) derives more than 10 percent of its annual income from 28 donations; or 29  (C) does not have voting members or whose only members are 30 its directors or officers. 31  Sec. 10.21.858. Penalty for failure to file documents or pay fees. If a

01 domestic or foreign corporation fails to file and publish a document required by this 02 chapter or pay a fee within the time prescribed by this chapter, the commissioner shall 03 collect a penalty of $10 for the first month that the filing, publication, or payment is 04 not made and $100 for each additional month up to a total of five months. After six 05 months without the filing, publication, or payment, the commissioner may 06  (1) involuntarily dissolve a delinquent domestic corporation under 07 AS 10.21.578; or 08  (2) revoke the certificate of authority of a delinquent foreign 09 corporation to conduct affairs in this state under AS 10.21.790. 10  Sec. 10.21.860. Interrogatories by commissioner. (a) The commissioner 11 may propound to a domestic or foreign corporation and to an officer or director of a 12 domestic or foreign corporation interrogatories reasonably necessary and proper to 13 enable the commissioner to ascertain whether the corporation has complied with the 14 provisions of this chapter. 15  (b) The commissioner shall propound the interrogatories under (a) of this 16 section as follows: 17  (1) to a domestic corporation, by mailing the interrogatories to the 18 corporation's agent identified under AS 10.21.088; 19  (2) to a foreign corporation, by mailing them to the corporation's agent 20 identified under AS 10.21.808; or 21  (3) to an individual officer or director of a domestic or foreign 22 corporation, by mailing by registered or certified mail a copy of the interrogatories 23 addressed to the person at the person's office in this state or, if the person does not 24 have an office in this state, to the principal office of the person. 25  (c) Interrogatories shall be answered within 30 days, or within the additional 26 time established by the commissioner or by the superior court. Answers shall be full 27 and complete, in writing, and under oath. If the interrogatories are directed to an 28 individual, they shall be answered by that individual, and if directed to a corporation, 29 they shall be answered by the board chair, president, vice-president, secretary, or 30 assistant secretary of the corporation or, in the instance of a foreign corporation, the 31 person functioning as a comparable officer under the laws of the jurisdiction of

01 incorporation. 02  (d) A petition stating good cause to extend the date for answer, to modify, to 03 set aside the interrogatories propounded by the commissioner, or to enforce compliance 04 with AS 10.21.862 may be filed in the superior court before the expiration of the 30 05 days established in (c) of this section for answer. 06  Sec. 10.21.862. Confidentiality of information disclosed by interrogatories. 07 Interrogatories and answers propounded and obtained under AS 10.21.860 are not open 08 to public inspection, and the commissioner may not disclose facts or information 09 obtained from the interrogatories except as official duty requires or unless the 10 interrogatories or answers are required for evidence in criminal proceedings or other 11 action by the state. 12  Sec. 10.21.864. Failure to answer interrogatories. Unless otherwise provided 13 by an order of court issued in response to a petition filed under AS 10.21.860(d), 14  (1) a domestic or foreign corporation, and each officer or director of 15 a domestic or foreign corporation, that knowingly fails or refuses to answer truthfully 16 and fully interrogatories propounded by the commissioner within the time prescribed 17 by AS 10.21.860(c) is guilty of a class A misdemeanor; and 18  (2) the commissioner is not required to file a document to which the 19 interrogatories relate until the interrogatories are properly answered or if the answers 20 disclose that the document does not conform to the provisions of this chapter. 21  Sec. 10.21.866. Penalty for signing false document. An officer or director 22 of a domestic or foreign corporation who knowingly signs articles or a statement, 23 report, application, or other document filed with the commissioner that is known to the 24 officer or director to be false in a material respect is guilty of a class A misdemeanor. 25  Sec. 10.21.868. Fees. (a) The department shall establish by regulation, 26 charge, and collect a fee for 27  (1) filing articles of incorporation and issuing a certificate of 28 incorporation; 29  (2) filing an application for a certificate of authority to conduct affairs 30 in this state and issuing a certificate of authority; 31  (3) filing articles of amendment and issuing a certificate of amendment;

01  (4) filing a statement of change of the identity or address of a 02 registered agent; 03  (5) a foreign corporation's filing a certificate of the appointment and 04 consent of an agent residing in this state or a certificate of revocation of the 05 appointment of the resident agent; 06  (6) filing a document required by this chapter for the dissolution of a 07 corporation organized under this chapter; 08  (7) filing a document not listed under (1) - (6) of this subsection; 09  (8) furnishing a certified copy of a document. 10  (b) A fee required under this chapter shall be paid in advance. 11  (c) The fees charged under this section shall be uniform, except that a lesser 12 fee may be charged to a public benefit corporation or to a foreign corporation that 13 would, if formed under this chapter, be a public benefit corporation. 14  (d) The department may by regulation charge a corporation subject to this 15 chapter a fixed fee in place of the fees prescribed in this chapter and for routine 16 administrative services rendered to the corporation by the department. 17  Sec. 10.21.872. Withdrawal of foreign corporation. A registered foreign 18 corporation may withdraw from this state upon payment of all penalties due at the time 19 of desired withdrawal, and by filing with the department a certificate of withdrawal, 20 signed by its proper officers and under its corporate seal. 21  Sec. 10.21.876. Penalties on filing certificate of dissolution of foreign 22 corporation. If a foreign corporation desires to file a certificate of dissolution from 23 the state of its incorporation, it shall file the certificate, signed by the proper state 24 officer and under seal, upon payment of all penalties due to this state at the time of 25 dissolution. 26  Sec. 10.21.882. Exemption from biennial corporation tax. A corporation 27 organized under this chapter or a foreign corporation organized under the laws of the 28 United States, a state, or foreign country for the same purpose as those allowed under 29 this chapter is exempt from the payment of the biennial corporation tax imposed by 30 AS 10.06.845. 31  Sec. 10.21.894. Appeal from revocation of certificate of authority. If the

01 commissioner revokes a certificate of authority of a foreign corporation to conduct 02 affairs in this state under this chapter, the foreign corporation may appeal to the 03 superior court by filing with the clerk of the court a petition setting out a copy of its 04 certificate of authority and a copy of the notice of revocation given by the 05 commissioner. The matter shall be tried de novo by the superior court, and the court 06 shall either sustain the action of the commissioner or direct the commissioner to take 07 action the court considers proper. 08  Sec. 10.21.896. Cancellation of certificates issued and filings accepted. The 09 commissioner may, within one year after a filing and after written notice to the 10 corporation or individual making a filing, cancel a certificate issued or filing accepted 11 under this chapter, on any basis existing at the time of issuance or filing for which the 12 commissioner could have originally refused to issue the certificate or accept the filing. 13 The notice of cancellation must state the reason for the cancellation. A corporation 14 or individual may request a hearing within 90 days after receipt of the notice. 15 Cancellation becomes final if the corporation or individual does not request a hearing 16 within 90 days after receipt of notice. Notice of cancellation shall be sent by certified 17 mail with return receipt requested. If the return receipt is not received by the 18 department within a reasonable time and the department has made diligent inquiry as 19 to the address of the corporation, notice may be made by publication in a newspaper 20 of general circulation in the vicinity of the registered office of the corporation or the 21 address of the individual who made the filing, and cancellation becomes final 60 days 22 after publication of the notice if the person or corporation does not request a hearing. 23  Sec. 10.21.898. Forms to be furnished by the commissioner. Reports 24 required by this chapter to be filed with the department or the commissioner must be 25 on forms prescribed and furnished by the commissioner. Forms for other documents 26 to be filed in the office of the department or the commissioner shall be furnished by 27 the commissioner on request, but the use of these forms, unless required in this 28 chapter, is not mandatory. 29 Article 13. Miscellaneous Provisions. 30  Sec. 10.21.905. Processing of writings filed with the commissioner. If a 31 writing delivered to the commissioner for filing conforms to law and all fees

01 prescribed in this chapter have been paid, the commissioner shall 02  (1) endorse on each duplicate original the word "filed" and the date of 03 the filing; 04  (2) file one duplicate original in the office of the commissioner; 05  (3) return to the corporation or its representative a duplicate original 06 of the writing and any writing issued by the commissioner attached to the original. 07  Sec. 10.21.910. Appeal from disapproval of document. If the commissioner 08 fails to approve articles of incorporation, amendment, merger, consolidation, or 09 dissolution, or any other document required by this chapter to be approved by the 10 commissioner, the commissioner shall, within 10 days after the receipt of the 11 document, give written notice of disapproval to the person or domestic or foreign 12 corporation delivering the document, specifying the reasons for disapproval. The 13 person or corporation may appeal from the disapproval to the superior court by filing 14 with the clerk of the court a petition setting out a copy of the document sought to be 15 filed and a copy of the written disapproval. The matter shall be tried de novo by the 16 superior court, which shall either sustain the action of the commissioner or direct the 17 commissioner to take action the court considers proper. 18  Sec. 10.21.915. Correction of writings. A writing relating to a domestic or 19 foreign corporation filed by the commissioner under this chapter may be corrected, 20 including deletion of matter not permitted to be stated in the writing, if it contains an 21 error apparent on the face or a defect in the execution of the writing. A certificate 22 entitled "Certificate of Correction of . . . (correct title of writing)" shall be signed and 23 verified or acknowledged, in the same manner as the original writing and delivered to 24 the commissioner. The certificate shall set out the name of the corporation, the date 25 the writing to be corrected was filed by the commissioner, the provision in the writing 26 corrected or eliminated, and, if the execution was defective, the proper execution. The 27 filing of the certificate by the commissioner does not alter the effective time of the 28 writing being corrected and does not affect any right or liability accrued or incurred 29 before the filing. A corporate name may not be changed or corrected under this 30 section. 31  Sec. 10.21.920. Writings as evidence. (a) A writing filed by the

01 commissioner relating to a domestic or foreign corporation and containing statements 02 of fact required or permitted by law and a certification by the commissioner of the 03 absence of a filing shall be received in all courts, public offices, and official bodies 04 as prima facie evidence of these facts and of the execution of the writing. 05  (b) If, under the laws of a jurisdiction other than this state, a writing by an 06 officer in that jurisdiction or a copy of a writing certified or exemplified by an officer 07 may be received as prima facie evidence of the incorporation, existence, or capacity 08 of a foreign corporation incorporated in that jurisdiction, the writing when exemplified 09 shall be received in all courts, public offices, and official bodies of this state, as prima 10 facie evidence with the same force as in that jurisdiction. The writing or certified 11 copy of the writing shall be received without being exemplified if it is certified by the 12 secretary of state or official performing the equivalent function as to corporate records 13 of that jurisdiction. 14  Sec. 10.21.925. Corporate seal as evidence. The presence of a corporate seal 15 on a writing purporting to be executed by authority of a domestic or foreign 16 corporation shall be prima facie evidence that the writing was executed with the 17 authority of the corporation. 18  Sec. 10.21.930. Waiver of notice. If notice is required to be given to a 19 member or director of a corporation under the provisions of this chapter or under the 20 provisions of the articles or bylaws of the corporation, a waiver of the notice in writing 21 signed by the person entitled to notice, whether before or after the time stated for 22 notice, is equivalent to the giving of notice. 23 Article 14. General Provisions. 24  Sec. 10.21.950. Powers of commissioner. The commissioner has the power 25 and authority reasonably necessary to enable the commissioner to administer this 26 chapter efficiently and to perform the duties imposed by this chapter. 27  Sec. 10.21.955. Regulations. To the extent provided by explicit reference in 28 this chapter, the department shall adopt regulations referred to in this chapter under 29 AS 44.62 (Administrative Procedure Act). 30  Sec. 10.21.960. Application. To the extent permitted under federal law, this 31 chapter applies to commerce with foreign nations and among the several states and to

01 corporations formed under federal law. 02  Sec. 10.21.965. Provisions as restatements and continuations. If a provision 03 of this chapter is substantially the same as a statutory provision in former AS 10.20 04 existing on the day before the effective date of this Act, it shall be construed as a 05 restatement and continuation, and not as a new enactment. 06  Sec. 10.21.970. Corporations organized under Alaska Native Claims 07 Settlement Act. (a) A village corporation organized under 43 U.S.C. 1601 - 1629f, 08 as amended (Alaska Native Claims Settlement Act) that elects the status of a nonprofit 09 corporation under 43 U.S.C. 1607(a) must be incorporated under and is subject to this 10 chapter, except 11  (1) each corporation shall issue without further consideration the 12 number of shares of common stock that may be necessary to comply with the 13 requirement of the Act and all stock so issued is considered fully paid and 14 nonassessable when issued; 15  (2) unless otherwise provided in the articles, the capital 16  (A) is deemed the consideration for the initial issuance of 17 shares; and 18  (B) of a corporation organized under the Act includes the 19  (i) land or interests in it conveyed to the corporation by 20 the United States under the Act, but does not include the land or 21 interests in it that are required to be conveyed under 43 U.S.C. 1613(c) 22 entered at its fair value to the corporation upon receiving the 23 conveyance of it; and 24  (ii) money, when received under 43 U.S.C. 1605 and 43 25 U.S.C. 1608, that is retained by the corporation and that is not 26 immediately distributed or required to be distributed under 43 U.S.C. 27 1606(j). 28  (b) Payment from the money of a corporation organized under the Act that is 29 required by the language of the Act to be distributed to shareholders or to other 30 corporations so organized is not a distribution to its members under AS 10.21.180. 31  (c) Notwithstanding the provisions of AS 10.21.513, a plan of merger,

01 consolidation, or exchange in which each participating corporation either (1) was 02 organized under the Act, within the same one of the 12 regions of Alaska established 03 under the Act, or (2) resulted from the prior merger, consolidation, or exchange of 04 other similarly organized corporations within the same region, is approved if it receives 05 the affirmative vote of the holders of at least a majority of the outstanding shares or 06 members of each corporation. If a class of members of a corporation specified in this 07 subsection is entitled to vote as a class, the plan of merger, consolidation, or exchange 08 is approved if it receives the affirmative vote of the holders of at least a majority of 09 the members of each class entitled to vote as a class and of the total memberships. 10 Notwithstanding AS 10.21.530 - 10.21.543, a plan of merger, consolidation, or 11 exchange approved under this section may not include a right of members to dissent 12 if prohibited by the Act. 13  (d) A director or officer of a corporation organized under the Act is not 14 personally liable to the contract creditors specified in AS 10.21.440 except as 15 otherwise provided by law. 16  (e) Notwithstanding the provisions of AS 10.21.450 - 10.21.460, a corporation 17 organized under the Act may amend its articles by a vote of the board of directors in 18 order for the corporation to comply with the mandatory requirements of the Act. 19  (f) Notwithstanding the other provisions of this chapter, a corporation 20 organized under the Act is governed by the Act to the extent the Act is inconsistent 21 with this chapter, and the corporation may take any action, including amendment of 22 its articles, authorized by the Act, and the action is considered to be approved and 23 adopted if approved under the Act. An amendment approved under the Act and 24 delivered to the commissioner under AS 10.21.463 shall be filed by the commissioner 25 under AS 10.21.905, and a certificate of amendment shall be issued. 26  (g) Notwithstanding AS 10.21.180, the directors of the corporation organized 27 under the Act may, from time to time, distribute to its members in partial liquidation 28 a portion of the corporation's assets out of capital, in cash or property, except that a 29 distribution 30  (1) may not be made at a time when the corporation is, or as a result 31 of the distribution would be, likely to be unable to meet its liabilities as they mature;

01  (2) may not be made unless the articles of incorporation authorize the 02 board to make the distribution or the distribution is authorized by the affirmative vote 03 of at least two-thirds of the shareholders; 04  (3) when made, shall be identified as a distribution in partial liquidation 05 and the amount for each membership shall be disclosed to the members concurrently 06 with the distribution. 07  (h) For the purposes of this chapter, in the Act 08  (1) "stock" means a membership; 09  (2) "stockholder" means a member. 10  (i) In this section, "Act" means 43 U.S.C. 1601 - 1629f (Alaska Native Claims 11 Settlement Act). 12  Sec. 10.21.975. Reservation of power. The legislature reserves the right, at 13 the legislature's pleasure, to alter, amend, suspend, or repeal, in whole or in part, this 14 chapter or a certificate of incorporation or the authority to conduct affairs in this state 15 of a domestic or foreign corporation, whether or not existing or authorized as of the 16 effective date of this Act. 17  Sec. 10.21.980. Signature. If a person signs by using a mark, the signer's 18 name shall be written near the mark by a witness who shall write the witness' own 19 name near the signer's name. A signature by mark can be acknowledged or can serve 20 as a signature to a sworn statement. 21  Sec. 10.21.985. Rules of construction governing. (a) Unless a provision or 22 the context otherwise requires, the general provisions and rules of construction in this 23 section govern this chapter. 24  (b) When, by the provisions of this chapter, a power is granted to, or a duty 25 imposed on, a public officer, the power may be exercised or the duty performed by a 26 deputy of the officer or by a person authorized, under law, by the officer, unless this 27 chapter expressly provides otherwise. 28  (c) When a notice, report, statement, or record is required or authorized by this 29 chapter, it shall be made in writing in a manner reasonably calculated to communicate 30 the notice, report, statement, or record to the recipient. 31  (d) A reference in this chapter to mailing means first class mail, postage

01 prepaid, unless certified mail is specified. 02  (e) Subject to a specific accounting treatment required by a particular section 03 of this chapter, 04  (1) references in this chapter to financial statements, balance sheets, and 05 income statements and references to assets, liabilities, income, and similar accounting 06 items of a corporation mean financial statements or accounting items prepared or 07 determined fairly and reasonably to present the purported matters; 08  (2) financial statements prepared or determined in accordance with 09 generally accepted accounting principles then applicable are fair and reasonable; the 10 fair and reasonable quality of statements and determinations prepared under other 11 practices and principles shall be proved by the corporation; 12  (3) references in this chapter to financial statements mean, in the case 13 of a corporation that has subsidiaries, consolidated statements of the corporation and 14 its subsidiaries, and all references to accounting items mean items determined on a 15 consolidated basis in accordance with consolidated financial statements. 16  (f) A reference in this chapter to the time a notice is given or sent means 17  (1) if the notice is written, when notice is deposited in the United 18 States mail with postage prepaid, personally delivered to the recipient, delivered to a 19 common carrier for transmission, or actually transmitted by electronic means to the 20 recipient; or 21  (2) if the notice is oral, when the notice is communicated in person or 22 by electronic means to the recipient or to a person at the office of the recipient who 23 the person giving the notice has reason to believe will promptly communicate it to the 24 recipient. 25  (g) Since there are fundamental differences between for-profit and nonprofit 26 corporations, it is not necessary to construe language in this chapter to have the same 27 meaning as similar or identical language in AS 10.06. 28  Sec. 10.21.990. Definitions. In this chapter, unless the context otherwise 29 requires, 30  (1) "acknowledged" means that a document is accompanied by a 31 certificate of its acknowledgment as provided in AS 09.63;

01  (2) "affiliate" means a person that directly or indirectly through one or 02 more intermediaries controls, is controlled by, or is under common control with, a 03 corporation subject to this chapter; 04  (3) "alien" means 05  (A) an individual who is not a citizen or national of the United 06 States, or who is not lawfully admitted to the United States for permanent 07 residence or paroled into the United States under 8 U.S.C. 1101 - 1503, 08 (Immigration and Nationality Act); 09  (B) a person, other than an individual, that was not created or 10 organized under the laws of the United States or of a state, or whose principal 11 office is not located in a state; or 12  (C) a person, other than an individual, that was created or 13 organized under the laws of the United States or of a state, or whose principal 14 office is located in a state, and that is controlled by a person described in (A) 15 or (B) of this paragraph; 16  (4) "approved by a majority of all members" or "approval of a majority 17 of all members" means approval by an affirmative vote or written ballot of a majority 18 of the votes entitled to be cast; this approval includes the affirmative vote of 19  (A) a majority of the outstanding memberships of each class, 20 unit, or grouping of members entitled by the articles or the bylaws to vote as 21 a class, unit, or grouping of members on the subject matter; or 22  (B) a greater proportion, including all, of the memberships of 23 a class, unit, or grouping of members, if a greater proportion is required by this 24 chapter or the articles; 25  (5) "approved by a majority of the entire board" or "approval of a 26 majority of the entire board" means approval by an affirmative vote or written ballot 27 of a majority of the entire board; 28  (6) "approved by the board" or "approval of the board" means approved 29 or ratified by the vote of the board or by a committee authorized to exercise the 30 powers of the board, except as to matters not within the competence of a committee 31 under AS 10.21.390;

01  (7) "approved by the members" or "approval of the members" means 02 approved or ratified by the affirmative vote of a majority of the memberships entitled 03 to vote represented at a duly held meeting at which a quorum is present, or of a 04 greater proportion, including all, of the memberships of a class if a greater proportion 05 is required by this chapter or the articles for specified member action; 06  (8) "articles" or "articles of incorporation" means the original or 07 restated articles of incorporation and all amendments and includes articles of merger; 08  (9) "books, records, and minutes" or "books, records, or minutes" 09 means the items a corporation must keep under AS 10.21.298; 10  (10) "bylaws" means a code of rules adopted for the regulation or 11 management of the affairs of the corporation irrespective of the name by which these 12 rules are known; 13  (11) "certified mail" includes registered mail; 14  (12) "commissioner" means the commissioner of commerce and 15 economic development or a designee of the commissioner; 16  (13) "control" or "controlling interest" means 17  (A) the power to elect or designate one or more members of the 18 board of directors in the case of a foreign or domestic corporation having five 19 or fewer directors; or 20  (B) the power to elect or designate 20 percent or more of the 21 members of the board of directors in the case of a foreign or domestic 22 corporation having more than five directors; 23  (14) "corporation" means a nonprofit corporation subject to the 24 provisions of this chapter, but does not include a foreign corporation; 25  (15) "corporation without members" includes a domestic corporation 26 in which the directors are the only members; 27  (16) "department" means the Department of Commerce and Economic 28 Development; 29  (17) "director" means a natural person who is a member of the 30 governing board of a corporation, irrespective of the title by which the person is 31 known;

01  (18) "domestic corporation" means a nonprofit corporation subject to 02 the provisions of this chapter, but does not include a foreign corporation; 03  (19) "donation" includes the transfer of any legal consideration if the 04 transferor becomes entitled to a charitable tax deduction upon transfer; "donation" does 05 not include a grant or other transfer from or by a state, federal, municipal, or other 06 governmental agency or body; 07  (20) "entire board" means the total number of directors of a corporation 08 if there are not any vacancies; 09  (21) "filed" means filed in the office of the commissioner unless 10 otherwise expressly provided; 11  (22) "foreign corporation" means a corporation organized under laws 12 other than the laws of this state that would, if formed in this state, be either a mutual 13 benefit corporation or a public benefit corporation; 14  (23) "insolvent" means the inability of a corporation to pay its debts 15 as they become due in the regular course of business; 16  (24) "knowingly" has the meaning given in AS 11.81.900; 17  (25) "member" means a person having membership rights in a 18 corporation under the provisions of its articles of incorporation or bylaws; 19  (26) "mutual benefit corporation" means a domestic corporation other 20 than a public benefit corporation; 21  (27) "nonprofit corporation" means a corporation 22  (A) formed exclusively for a purpose for which a corporation 23 may be formed under this chapter and not for pecuniary profit or financial gain; 24 and 25  (B) in which no part of the assets, income, or profits of the 26 corporation is distributable to, or inures to the benefit of, its members, 27 directors, or officers except to the extent permitted under this chapter; 28  (28) "organic change" means a merger, consolidation, or sale of assets 29 other than in the regular course of business; 30  (29) "proxy" means a written authorization signed by a member or the 31 member's attorney-in-fact giving another person power to vote with respect to the

01 membership of the member; in this paragraph, "signed" means the placing of the 02 member's name on the proxy by manual signature by the member or by the member's 03 attorney-in-fact; 04  (30) "proxy holder" means the person to whom a proxy is given; 05  (31) "public benefit corporation" means a domestic corporation 06  (A) formed for a public or charitable purpose; 07  (B) that derives more than 10 percent of its annual income from 08 donations; or 09  (C) without voting members or whose only members are its 10 directors or officers; 11  (32) "religious corporation" means a corporation that may be organized 12 under AS 10.41 or under the comparable law of another jurisdiction; 13  (33) "signature" includes a mark if the person cannot write; 14  (34) "state" means a state of the United States, the District of 15 Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, 16 the Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, or any 17 other territory or possession of the United States; 18  (35) "subsidiary" of a specified corporation means a corporation in 19 which the specified corporation holds a controlling interest; 20  (36) "surviving corporation" means a corporation into which one or 21 more other corporations are merged; 22  (37) "vacancy," when used with respect to the board, means an 23 authorized position of director that is not then filled by a duly elected director, whether 24 caused by death, resignation, removal, change in the authorized number of directors, 25 or otherwise; 26  (38) "verified" means certified as true under in AS 09.63.040; 27  (39) "vote" includes authorization by written consent, subject to the 28 provisions of AS 10.21.285 and 10.21.405(b); 29  (40) "writing" includes any form of recorded message capable of 30 comprehension by ordinary visual means. 31  Sec. 10.21.995. Short title. This chapter may be cited as the Alaska Nonprofit

01 Corporations Code. 02 * Sec. 2. AS 10 is amended by adding a new chapter to read: 03 Chapter 41. Religious Corporations. 04 Article 1. Corporate Purpose and Powers. 05  Sec. 10.41.005. Purposes for which authorized. A corporation may be 06 formed for acquiring, holding, or disposing of church or religious society property for 07  (1) the benefit of religion; 08  (2) works of charity and education; or 09  (3) public worship. 10  Sec. 10.41.010. Corporate powers. A corporation organized under this 11 chapter may 12  (1) acquire by donation, gift, bequest, devise, or purchase, may hold 13 and maintain real and personal property, and may grant, sell, convey, or otherwise 14 dispose of property as may be necessary to carry on or promote the purposes of the 15 corporation, but not for the purpose of obtaining revenue or profits from the property; 16  (2) borrow money and give written obligations for repayment, and give 17 mortgages or other liens on real or personal property to secure payment of written 18 obligations, when necessary to promote the purposes of the corporation; 19  (3) enter into contracts; 20  (4) sue and be sued; 21  (5) establish and maintain a cemetery subject to the provisions of 22 AS 10.30; 23  (6) adopt and use a common seal by which all deeds and acts of the 24 corporation may be authenticated; 25  (7) make and alter bylaws, which may not be inconsistent with its 26 articles or with the laws of the state, for the administration and regulation of the affairs 27 of the corporation; 28  (8) pay pensions and establish pension plans, pension trusts, and other 29 incentive plans for its officers and employees; 30  (9) act as a trustee under a trust incidental to the principal affairs of the 31 corporation, and receive, hold, administer, exchange, and expend money and property

01 subject to the trust; 02  (10) have and exercise all powers necessary or convenient to carry out 03 the purposes for which the corporation was organized. 04  Sec. 10.41.015. Limitations on authority of corporate agents. (a) A 05 limitation on the powers of the corporation sole, trustees, members, or officers, or on 06 the manner of exercise of their powers, contained in or implied by the articles, bylaws, 07 or action of the trustees, members, or officers, or by AS 10.41.300 - 10.41.455, may 08 not be asserted as between the corporation, or a member, and a third person, except 09 in a proceeding 10  (1) by a member or the state to enjoin the doing or continuance of 11 unauthorized business by the corporation or its officers, or both, in cases where third 12 parties have not acquired rights under AS 10.41.020; 13  (2) to dissolve the corporation; or 14  (3) by the corporation or by a member suing in a representative suit for 15 violation of the duties of the corporation sole, trustee, member, or officer. 16  (b) This section also applies to contracts, undertakings, and conveyances made 17 by foreign corporations in this state and to conveyances by foreign corporations of real 18 property situated in this state. 19  Sec. 10.41.020. Contracts or conveyances binding corporation. (a) A 20 contract or conveyance made in the name of the corporation that is authorized or 21 ratified by the corporation sole, trustees, or members or that is done within the scope 22 of the authority, actual or apparent, conferred by the corporation sole, trustees, or 23 members, or within the agency powers of the officers executing it, except as the 24 authority is limited by law, binds the corporation, and the corporation acquires rights 25 under the contract, whether the contract is executed or is wholly or in part executory. 26  (b) This section also applies to contracts and conveyances made by foreign 27 corporations of real property situated in this state. 28 Article 2. Name and Service of Process. 29  Sec. 10.41.030. Corporate name. (a) Depending on the election of 30 organizational form under AS 10.41.105(a)(6), a corporation organized under this 31 chapter shall adopt one of the following as its corporate name:

01  (1) in the case of a corporation sole, the corporate name must be the 02 same as the office within the church or religious denomination held by the incorporator 03 and must be followed by the words "and successors, a corporation sole"; 04  (2) in the case of a trustee corporation, the corporate name must 05 conclude with the words "a trustee corporation," may include a reference to the 06 denomination, and may include a reference to a church, temple, synagogue, or other 07 term designating a congregation or house of worship; 08  (3) in the case of a membership corporation, the corporate name must 09 conclude with the words "a membership corporation," may include a reference to the 10 denomination, and may include a reference to a church, temple, synagogue, or other 11 term designating a congregation or house of worship. 12  (b) The name of the corporation may not 13  (1) contain a word or phrase that indicates or implies that it is 14 organized for a purpose other than the purpose contained in its articles or that it is 15 authorized or empowered to conduct the business of banking or insurance; 16  (2) contain the word "city," "borough," or "village," or otherwise imply 17 that the corporation is a municipality, but the name of a city, borough, or village may 18 be used in the corporate name; 19  (3) be the same name as, or deceptively similar to, the name of a 20 domestic corporation existing under the laws of this state, the name of a foreign 21 corporation authorized to conduct affairs in this state, or a name the exclusive right to 22 which is reserved in the manner provided in this title. 23  Sec. 10.41.035. Reservation of corporate name. The exclusive right to the 24 use of a corporate name may be reserved by a 25  (1) person intending to organize a domestic corporation under this 26 chapter; 27  (2) domestic corporation intending to change its name; 28  (3) foreign corporation intending to apply for a certificate of authority 29 to conduct affairs in this state; 30  (4) foreign corporation authorized to conduct affairs in this state and 31 intending to change its name; or

01  (5) person intending to organize a foreign corporation and to have it 02 apply for a certificate of authority to conduct affairs in this state. 03  Sec. 10.41.040. Application to reserve corporate name. Reservation of a 04 corporate name is made by filing an application with the commissioner. If the 05 commissioner finds that the name is available for corporate use and is not a reserved 06 or registered business name under AS 10.35, the commissioner shall reserve it for the 07 exclusive use of the applicant for a period of 120 days. 08  Sec. 10.41.045. Transfer of reserved name. The holder of a reserved 09 corporate name may transfer the right to the exclusive use of the corporate name to 10 another person by filing with the commissioner a notice of transfer signed by the 11 holder and specifying the name and address of the transferee. 12  Sec. 10.41.050. Registration of foreign corporation name. A corporation 13 organized and existing under the laws of any state may register its corporate name if 14 the name is not the same as, or deceptively similar to, the name of a domestic 15 corporation, the name of a foreign corporation authorized to conduct affairs in this 16 state, or a corporate name reserved or registered under AS 10.35. 17  Sec. 10.41.055. Use of same or deceptively similar name. Incorporation, 18 obtaining a certificate of authority by a foreign corporation, or registration of a 19 corporate name gives the exclusive right to the use of the name. The person who has 20 incorporated, received a certificate of authority, or registered a corporate name under 21 this chapter may enjoin the use of the same name or a deceptively similar name and 22 has a cause of action for damages against a person who uses the same name or 23 deceptively similar name. 24  Sec. 10.41.060. Procedure for registration of corporate name. Registration 25 of a corporate name is made by filing with the commissioner 26  (1) an application for registration executed by an officer of the 27 corporation setting out the name of the corporation, the state under the laws of which 28 it is incorporated, the date of incorporation, a statement that it is conducting affairs, 29 and a brief statement of its corporate purposes; and 30  (2) a certificate from an official of the state where the corporation is 31 organized who has custody of the records pertaining to corporations stating that the

01 corporation is in good standing under the laws of that state. 02  Sec. 10.41.065. Fee for and duration of registered name. (a) The 03 department shall establish by regulation the fee for registration of a corporate name. 04  (b) The registration is effective until the close of the calendar year in which 05 the application for registration is filed unless terminated earlier by involuntary 06 dissolution in accordance with AS 10.41.300 - 10.41.455. 07  Sec. 10.41.070. Renewal of registered name. A foreign corporation that has 08 registered its corporate name may renew the registration each year by (1) filing an 09 application for renewal setting out the facts required in an original application for 10 registration; (2) filing a certificate of good standing required for an original 11 registration; and (3) paying a fee established by the department by regulation. An 12 application for renewal shall be filed between October 1 and December 31 in each 13 year. The renewal extends the registration for the following calendar year. 14  Sec. 10.41.080. Service of process. (a) A corporation organized under this 15 chapter shall continuously maintain on file with the department the name and address 16 of a person in this state designated to act as agent for the purpose of accepting service 17 of process. 18  (b) When a corporation fails to designate an agent under (a) of this section and 19 maintain this information on file, the commissioner is the agent upon whom process 20 may be served. Service on the commissioner shall be made in the same manner as 21 provided in AS 10.06.175. 22 Article 3. Formation of Corporations. 23  Sec. 10.41.100. Incorporation of corporation sole, trustee corporation, or 24 membership corporation. (a) Whenever the rules or discipline of a church, religious 25 congregation, or religious society permit or require its estate, property, temporalities, 26 and business to be held in the name of or managed by a bishop, chief priest, or 27 presiding elder, the bishop, chief priest, or presiding elder of the church, religious 28 congregation, or religious society may incorporate as a corporation sole in the manner 29 prescribed in this chapter. 30  (b) Individuals with an unincorporated church, religious congregation, or 31 religious society who are at least 18 years of age and are considered as belonging to

01 it may elect, appoint, or designate trustees and incorporate as a trustee corporation 02 under (c) - (e) of this section. 03  (c) In order for trustees to be elected, a written notice, signed by at least five 04 individuals, stating the time, place, and object of the meeting, must be posted at least 05 15 days before the meeting, at the place of worship of the church, religious 06 congregation, or religious society. At the time and place fixed in the notice, if at least 07 five individuals are present, they shall, by a plurality vote, elect a chair and secretary. 08 The chair and secretary shall together determine the qualifications of voters and receive 09 and count the votes. The voters shall, by a plurality vote, elect at least three and not 10 more than 15 individuals of their society as trustees, to take charge of its property and 11 temporal affairs. Immediately after the meeting, the chair and secretary shall sign and 12 acknowledge in the presence of two subscribing witnesses articles of incorporation 13 conforming to AS 10.41.105. 14  (d) When the constitution, rules, or usages of a church, religious congregation, 15 or religious society require that trustees be appointed by a minister, presiding elder, 16 or other officers, or by a body, the individual who appoints the trustees or the 17 presiding officer and secretary of the body shall execute, acknowledge, and deliver to 18 the trustees articles of incorporation conforming to AS 10.41.105. 19  (e) When the constitution, rules, and usages of a church, religious 20 congregation, or religious society declare that the ministers, elders, deacons, or other 21 officers elected by the church, congregation, or society according to the constitution, 22 rules, or usages are the trustees of the church, congregation, or society, those 23 designated individuals shall assemble, execute, and acknowledge articles of 24 incorporation conforming to AS 10.41.105. 25  (f) If a church, religious congregation, or religious society does not wish to 26 form as a corporation sole or as a trustee corporation, at least three individuals 27 belonging to the church, congregation, or society may incorporate as a membership 28 corporation by adopting articles of incorporation conforming to AS 10.41.105 and 29 electing the status of a membership corporation. 30  Sec. 10.41.105. Mandatory content of articles of incorporation. (a) The 31 articles of incorporation must set out

01  (1) the name of the corporation as provided in AS 10.41.030; 02  (2) the purpose for which the corporation is organized, which may be 03 the conduct of any or all lawful affairs for which corporations may be incorporated 04 under this chapter; 05  (3) the estimated value of the corporation's property at the time of 06 executing the articles of incorporation; 07  (4) the name or title of the person or persons executing the articles; 08  (5) the address of the corporation's registered office in this state and 09 the name and address of the person upon whom process may be served; and 10  (6) one of the following statements: 11  (A) "This corporation is a corporation sole and has elected to 12 be so treated under the laws of the State of Alaska."; 13  (B) "This corporation is a trustee corporation and has elected 14 to be so treated under the laws of the State of Alaska."; or 15  (C) "This corporation is a membership corporation and has 16 elected to be so treated under the laws of the State of Alaska." 17  (b) It is not necessary to set out in the articles of incorporation the corporate 18 powers enumerated in this chapter. 19  (c) A provision of the articles of incorporation that is inconsistent with a bylaw 20 is controlling, notwithstanding the bylaw. 21  Sec. 10.41.110. Optional provisions in articles of incorporation. The 22 articles of incorporation may set out 23  (1) any of the following provisions, which are not effective unless 24 expressly provided in the articles: 25  (A) in the case of a corporation sole, trustee corporation, or 26 membership corporation, a provision 27  (i) limiting the duration of the corporation's existence 28 to a specified date; 29  (ii) limiting or restricting the affairs in which the 30 corporation may engage or the powers that the corporation may 31 exercise, or both;

01  (iii) authorizing the corporation to merge or consolidate 02 with a surviving or resulting corporation as long as the surviving or 03 resulting corporation is also governed by this chapter; 04  (B) in the case of a trustee corporation, 05  (i) the name of the religious denomination to which the 06 corporation belongs; 07  (ii) the names and addresses of the persons appointed to 08 act as initial trustees; 09  (iii) the terms of office, method of selection, and 10 qualifications, if any, for future trustees; 11  (iv) a provision requiring, for a corporate action, the 12 vote of a larger proportion of or all of the trustees than is otherwise 13 required under AS 10.41.145(a); 14  (C) in the case of a membership corporation, 15  (i) the name of the religious denomination to which the 16 corporation belongs; 17  (ii) the qualifications, if any, for members; 18  (iii) the officers, the manner of their selection, their 19 terms of office, and the functions, powers, and duties of the offices that 20 are created for the governance of the internal affairs of the corporation; 21  (iv) a provision fixing a quorum of members other than 22 a majority of the members entitled to vote, which may not be less than 23 10 percent of the members entitled to vote at a meeting; 24  (v) a provision requiring, for any or all corporate 25 actions, the vote of a larger proportion or of all of the members than is 26 otherwise required under AS 10.41.150 or by this chapter; 27  (vi) a provision stating that a member or a group or 28 class of members has more or less than one vote, or does not have a 29 vote, in any or all elections or other matters presented to the members 30 for a vote; 31  (2) any other provision not in conflict with law for the regulation of

01 internal affairs and for the conduct of the affairs of the corporation, including any 02 provision that is required or permitted by this chapter to be stated in the bylaws. 03  Sec. 10.41.120. Filing of articles of incorporation. Duplicate originals of the 04 articles of incorporation shall be delivered to the commissioner for processing under 05 AS 10.41.800 and for issuance of a certificate of incorporation. 06  Sec. 10.41.125. Disclosure of corporate purpose. A person presenting 07 articles of incorporation under AS 10.41.120 shall deliver, with the articles, a separate 08 statement of the codes, from the identification codes established under AS 10.06.870, 09 that most closely describe the activities in which the corporation will initially engage. 10  Sec. 10.41.130. Effect of issuance of certificate of incorporation. (a) The 11 corporate existence begins upon the issuance of the certificate of incorporation. 12  (b) The certificate of incorporation is conclusive evidence that all conditions 13 precedent required to be performed have been satisfied and that the corporation has 14 been incorporated. 15  (c) Issuance of the certificate does not affect the right of the state to bring a 16 proceeding to cancel or revoke the certificate of incorporation or for involuntary 17 dissolution of the corporation. 18  (d) The doctrines of de jure compliance, de facto corporations, and 19 corporations by estoppel are abolished for religious corporations. 20  Sec. 10.41.135. Assumption of purported powers of nonexistent 21 corporation; liability. Persons who assume to act as a corporation for which a 22 certificate of incorporation has not been issued under AS 10.41.130 are jointly and 23 severally liable for debts and liabilities incurred or arising as a result of that action. 24  Sec. 10.41.140. Organizational meeting of trustee corporation. After the 25 issuance of a certificate of incorporation, an organizational meeting of the trustees 26 named in the articles shall be held, at the call of the majority of the trustees named in 27 the articles, for the purposes of adopting bylaws, electing officers, and transacting 28 other business that may come before the meeting. Those calling the meeting shall give 29 at least 20 days' notice of the meeting by mail to each trustee named. The notice must 30 state the time and place of the meeting. 31  Sec. 10.41.145. Actions by trustees and committees of trustee corporation.

01 (a) A majority of the number of trustees fixed by the articles or bylaws constitutes a 02 quorum for the transaction of business unless a greater number is required by the 03 articles under AS 10.41.110. The act of a majority of the trustees present at a meeting 04 at which a quorum is present is the act of the corporation, unless the act of a greater 05 number is required by the articles under AS 10.41.110 or by this chapter. 06  (b) The provisions of this section apply to committees of the trustees and 07 action by committees. 08  Sec. 10.41.150. Action by members of membership corporation. A majority 09 of the members of a membership corporation constitutes a quorum for the transaction 10 of business unless a greater number is required by the articles under AS 10.41.110. 11 The act of a majority of the members present at a meeting at which a quorum is 12 present is the act of the corporation, unless the act of a greater number is required by 13 the articles under AS 10.41.110 or by this chapter. 14  Sec. 10.41.155. Adoption of bylaws. Bylaws may be adopted in the following 15 manner: 16  (1) in the case of a corporation sole, by the person who executed the 17 original articles of incorporation or by a successor in office; 18  (2) in the case of a trustee corporation, by approval of the trustees; 19  (3) in the case of a membership corporation, by approval of the 20 members. 21  Sec. 10.41.160. Content of bylaws. The bylaws may contain any provision, 22 that does not conflict with law or the articles for the regulation of the internal affairs 23 and for the conduct of the affairs of the corporation, including 24  (1) a provision referred to in AS 10.41.110(2); 25  (2) the time, place, and manner of calling, conducting, and giving 26 notice of meetings of trustees, members, and committees; 27  (3) the creation and authority of committees of the members or trustees; 28 and 29  (4) the manner and means of disposing or distributing assets under 30 AS 10.41.310(4) or 10.41.395(5) following dissolution. 31 Article 4. Finance.

01  Sec. 10.41.170. Donated assets held in charitable trust. (a) A donation 02 received by a domestic corporation, or by a foreign corporation from a source in the 03 state, shall be held in charitable trust. 04  (b) In the absence of a written agreement between a donor and the corporation 05 defining the terms of the charitable trust, acceptance of 06  (1) an unsolicited donation by the corporation implies as terms of the 07 trust that the donation shall be applied to the religious or charitable purposes stated in 08 the articles at the time of the donation or as amended in conformity with this chapter 09 and may not be used for another purpose; 10  (2) a solicited donation by the corporation implies as a term of the trust 11 that the donation shall be applied to the purpose or purposes stated in the solicitation 12 and may not be used for another purpose. 13  Sec. 10.41.175. Action to remedy breach of charitable trust. (a) The 14 following may bring an action to enjoin, correct, obtain damages for, or otherwise 15 remedy a breach of a charitable trust established under AS 10.41.170: 16  (1) the corporation; 17  (2) an officer of the corporation; 18  (3) a trustee of the corporation; 19  (4) a donor or a person with a reversionary, contractual, or other 20 property interest in the assets subject to the charitable trust; or 21  (5) the commissioner. 22  (b) The plaintiff shall give notice to the commissioner of an action under (a) 23 of this section, and the commissioner may intervene in that action. 24  (c) The rights and remedies prescribed by this section are cumulative and in 25 addition to other rights or remedies available to a donor against a donee corporation 26 or a trustee, an officer, or a member of a donee corporation. 27  Sec. 10.41.180. Disposition of assets in regular course of activities; 28 mortgage or pledge of assets. (a) The sale, lease, exchange, or other disposition of 29 all, or substantially all, of the property and assets of a corporation organized under this 30 chapter in the usual and regular course of its activities, and the mortgage or pledge of 31 property and assets, whether or not in the usual and regular course of its activities,

01 may be made on terms and conditions and for consideration as approved by 02  (1) the corporation sole, if the corporation is a corporation sole; 03  (2) a majority of all the trustees, if the corporation is a trustee 04 corporation; 05  (3) a majority of all the members, if the corporation is a membership 06 corporation. 07  (b) This section and the other provisions of this chapter do not authorize a 08 sale, lease, exchange, or disposition prohibited by 09  (1) another law, including the law of trusts, charitable trusts, and 10 contracts; or 11  (2) the articles or bylaws. 12 Article 5. Amendments and Changes. 13  Sec. 10.41.200. Amendments to articles of incorporation. By complying 14 with the provisions of this chapter, a corporation may amend its articles of 15 incorporation from time to time and in any and as many respects as may be desired 16 if its articles, as amended, contain only provisions that would be lawful to insert in 17 original articles of incorporation filed when the amendment is filed. 18  Sec. 10.41.210. Procedure to amend articles of incorporation. (a) The 19 articles may be amended or repealed, in the case of 20  (1) a corporation sole, by the person who executed the original articles 21 of incorporation or by a successor in office; 22  (2) a trustee corporation, unless the articles require a vote of a larger 23 proportion or of all of the trustees under AS 10.41.110, by approval of the trustees; 24  (3) a membership corporation, unless the articles require a vote of a 25 larger proportion or of all of the members under AS 10.41.110, by approval of the 26 members. 27  (b) The amendment or amendments shall be filed with the commissioner in the 28 same manner as is provided for filing the original articles. 29 Article 6. Organic Change. 30  Sec. 10.41.230. Authorization in articles. If the articles of incorporation 31 contain a provision under AS 10.41.110 authorizing the corporation to merge or

01 consolidate, a corporation organized under this chapter may merge with or consolidate 02 into another corporation also governed by this chapter. 03  Sec. 10.41.240. Procedure for merger or consolidation. (a) To merge or 04 consolidate, a written plan of merger or consolidation shall be adopted, in the case of 05  (1) a corporation sole, by the person who executed the original articles 06 or by a successor in office; 07  (2) a trustee corporation, unless the articles require a vote of a larger 08 proportion or of all of the trustees under AS 10.41.110, by approval of the trustees; 09  (3) a membership corporation, unless the articles require a vote of a 10 larger proportion or of all of the members under AS 10.41.110, by approval of the 11 members. 12  (b) The written plan must set out 13  (1) the names of the corporations proposing to merge or consolidate 14 and the name of the surviving or resulting corporation; 15  (2) the terms and conditions of the proposed merger or consolidation; 16  (3) a statement of changes in the articles or bylaws of the surviving or 17 resulting corporation; 18  (4) if the surviving or resulting corporation is entitled to receive gifts, 19 devises, bequests, legacies, or other transfers or assignments of money, real property, 20 personal property, mixed property, or an asset impressed with a charitable trust under 21 AS 10.41.170, a statement that the property may not be diverted from the uses and 22 purposes for which it was originally received by the constituent corporations or from 23 the uses and purposes for which it was expressed and intended; 24  (5) a certification that each corporation has adopted the plan in 25 accordance with its constitution, canon law, or other general provisions for the 26 governance of its affairs; and 27  (6) other provisions of the merger or consolidation considered necessary 28 and desirable. 29  Sec. 10.41.250. Filing of articles of merger or consolidation. Duplicate 30 originals of the articles of merger or consolidation shall be delivered to the 31 commissioner for processing according to AS 10.41.800 and for the issuance of a

01 certificate of merger or consolidation. 02  Sec. 10.41.260. Effect of merger or consolidation. (a) A merger or 03 consolidation is effective upon the issuance of a certificate of merger or consolidation 04 by the commissioner, or on a later date, not more than 30 days after the filing of the 05 certificate with the commissioner, as provided in the plan. 06  (b) When a merger or consolidation has become effective, 07  (1) the corporations that are parties to the plan of merger or 08 consolidation are a single corporation that, in the case of a merger, is the corporation 09 designated in the plan of merger as the surviving corporation and, in the case of a 10 consolidation, is the resulting corporation provided for in the plan of consolidation; 11  (2) the separate existence of all corporations or parties to the plan of 12 merger or consolidation, except the surviving or resulting corporation, ceases; 13  (3) a surviving or resulting corporation has all the rights, privileges, 14 immunities, and powers, and is subject to all the duties and liabilities, of a corporation 15 organized under this chapter; 16  (4) the surviving or resulting corporation possesses all the public and 17 private rights, privileges, immunities, and franchises of each of the merging or 18 consolidating corporations; all real property, personal property, and mixed property, 19 all debts due on whatever account, all other choses in action, and every other interest 20 of, belonging to, or due to each of the merged or consolidated corporations are 21 transferred to and vested in the corporation without further act; and the title to real 22 estate, or to an interest in real estate, vested in any of the corporations may not revert 23 and is not in any way impaired by reason of a merger or consolidation, except that 24 property received by a corporation by a conditional grant or similar device remains 25 subject to the same conditions as if the merger or consolidation had not occurred; 26  (5) the surviving or resulting corporation is responsible and liable for 27 all the liabilities and obligations of each of the merged or consolidated corporations; 28 an existing claim, a pending action, or a pending proceeding by or against the merged 29 or consolidated corporations may be prosecuted as if the merger or consolidation had 30 not taken place, or the surviving or resulting corporation may be substituted in its 31 place; the rights of creditors or any liens on any of the property of the merged or

01 consolidated corporation are not impaired by the merger or consolidation; 02  (6) in the case of a merger, the articles of incorporation of the 03 surviving corporation are considered to be amended to the extent that changes in its 04 articles are stated in the plan of merger; in the case of a consolidation, the statements 05 that are set out in the articles of consolidation and that are required or permitted to be 06 set out under AS 10.41.105 and 10.41.110 in the articles of corporations organized 07 under this chapter are considered to be the original articles of incorporation of the 08 resulting corporation. 09 Article 7. Dissolution. 10  Sec. 10.41.300. Voluntary dissolution. A corporation organized under this 11 chapter may elect to wind up and dissolve, in the case of 12  (1) a corporation sole, by the approval of the corporation sole; 13  (2) a trustee corporation, by the approval of the trustees; 14  (3) a membership corporation, by approval of the members. 15  Sec. 10.41.305. Filing of election to wind up and dissolve. (a) A 16 corporation organized under this chapter that has elected to wind up and dissolve shall 17 file a certificate evidencing the election with the commissioner. 18  (b) The certificate shall be signed and verified, in the case of 19  (1) a corporation sole, by the corporation sole; 20  (2) a trustee corporation, by a majority of the trustees then in office; 21  (3) a membership corporation, by one or more members authorized to 22 do so by approval of a majority of all the members. 23  (c) The certificate must contain 24  (1) the name of the corporation; 25  (2) a statement that the corporation has elected to wind up and dissolve 26 and the reason for the action; 27  (3) a statement that the dissolution has been duly authorized in order 28 to administer the affairs, property, and temporalities of the corporation; 29  (4) if the election was made by the corporation sole, a statement to that 30 effect; 31  (5) if the election was made by the trustees, a statement that the

01 election was approved by a majority of all the trustees; 02  (6) if the certificate is executed by a member, a statement that the 03 person executing the certificate is authorized to execute the certificate by approval of 04 a majority of all the members, a statement of the number of votes for the election, and 05 a statement that the election was made by approval of a majority of all the members. 06  Sec. 10.41.310. Distribution of assets. The assets of a corporation in the 07 process of dissolution shall be applied and distributed in the following order: 08  (1) all liabilities and obligations of the corporation shall be paid and 09 discharged, or adequate provision shall be made for them; 10  (2) assets held by the corporation on condition requiring return, 11 transfer, or conveyance shall, if the condition occurs by reason of the dissolution, be 12 returned, transferred, or conveyed in accordance with the condition; 13  (3) assets received and held by the corporation subject to limitations 14 permitting their use only for charitable, religious, eleemosynary, benevolent, 15 educational, or similar purposes, or held in charitable trust under terms of 16 AS 10.41.170, but not held on a condition requiring return, transfer, or conveyance by 17 reason of the dissolution, shall be transferred or conveyed to one or more corporations 18 organized under this chapter engaged in activities substantially similar to those of the 19 dissolving corporation under a plan of distribution adopted as provided in this chapter; 20  (4) assets remaining after disposition under (1) - (3) of this section shall 21 be distributed in accordance with the provisions of the articles or bylaws. 22  Sec. 10.41.315. Revocation of election to wind up and dissolve corporation. 23 (a) A voluntary election to wind up and dissolve under AS 10.41.305 may be revoked 24 before distribution of assets 25  (1) by the corporation sole, if the election was made under 26 AS 10.41.300(1); 27  (2) by approval of a majority of all the trustees, if the election was 28 made under AS 10.41.300(2); 29  (3) by approval of a majority of all the members, if the election was 30 by the members under AS 10.41.300(3). 31  (b) After a revocation, a certificate evidencing the revocation shall be signed,

01 verified, and filed in the same manner prescribed under AS 10.41.305(a) and (b). 02  (c) The certificate required by (b) of this section must contain 03  (1) a statement that the corporation has revoked its election to wind up 04 and dissolve; 05  (2) a statement that assets have not been distributed as a result of the 06 election; 07  (3) in the case of a corporation sole, a statement that the election to 08 revoke was made by the corporation sole; 09  (4) in the case of a trustee corporation, a statement that the election to 10 revoke was made by a majority of all the trustees; 11  (5) in the case of a membership corporation, a statement that the 12 election was made by a majority of all the members. 13  Sec. 10.41.320. Commencement and conduct of voluntary dissolution. (a) 14 Voluntary proceedings for winding up the corporation commence with the approval 15 required under AS 10.41.300. 16  (b) If a voluntary proceeding for winding up has commenced, in the case of 17  (1) a corporation sole, the corporation sole shall continue to act and has 18 full powers to wind up and settle the corporation's affairs before and after filing of the 19 certificate of dissolution; 20  (2) a trustee corporation, the trustees shall continue to act and have full 21 powers to wind up and settle the corporation's affairs before and after filing of the 22 certificate of dissolution; 23  (3) a membership corporation, the members shall continue to act and 24 have full powers to wind up and settle the corporation's affairs before and after filing 25 of the certificate of dissolution; 26  (c) If a voluntary proceeding for winding up has commenced, the corporation 27 shall cease to conduct its activities except to the extent necessary for beneficial 28 winding up, to carry out the corporation's purposes, and to protect assets held in 29 charitable trust. Written notice of the dissolution shall be prominently posted in the 30 place or places of customary worship and shall also be given by mail to all known 31 creditors and claimants whose addresses appear on the records of the corporation and

01 to the commissioner. 02  Sec. 10.41.325. Jurisdiction and power of court over voluntary winding up. 03 If a corporation organized under this chapter is in the process of a voluntary winding 04 up, the superior court, on the petition of the corporation, the commissioner, or three 05 or more creditors of the corporation, and on notice to the persons and creditors that the 06 court may order, may take jurisdiction over the voluntary winding-up proceeding if it 07 appears necessary for the protection of a party in interest, of the assets held in 08 charitable trust, or of the purposes served by the corporation. The court, if it assumes 09 jurisdiction, may make orders on any or all matters concerning the winding up of the 10 affairs of the corporation and the protection of the corporation's creditors, assets, and 11 purposes. The provisions of AS 10.41.385 - 10.41.455 apply to court proceedings 12 under this section. 13  Sec. 10.41.330. Certificate of dissolution. (a) If a corporation organized 14 under this chapter has been completely wound up without court proceedings, the 15 person or persons who conducted the dissolution under AS 10.41.320(b) shall sign and 16 verify a certificate of dissolution stating that 17  (1) the corporation has been completely wound up; 18  (2) the corporation's known debts and liabilities have been paid or 19 adequately provided for as far as the corporation's assets permitted, or that the 20 corporation has not incurred known debts or liabilities; if there are known debts or 21 liabilities as to which adequate provision for payment has been made, the certificate 22 must state the name and address of the corporation, person, or governmental agency 23 that has assumed or guaranteed the payment, or the name and address of the depository 24 with which deposit has been made, and other information as necessary to enable the 25 creditor or other person to whom payment is to be made to appear and claim payment 26 of the debt or liability; 27  (3) the corporation's known assets have been distributed in conformity 28 with AS 10.41.310 or that the corporation has not acquired assets; and 29  (4) the corporation is dissolved. 30  (b) The certificate of dissolution shall be filed with the commissioner. After 31 filing of the certificate of dissolution, the corporate existence ceases, except for the

01 purpose of further winding up if needed. 02  Sec. 10.41.335. Termination of corporation on expiration of term of 03 existence. Except as otherwise provided by law, if the term of existence for which a 04 corporation organized under this chapter expires without renewal or extension, the 05 corporation shall terminate its activities and wind up its affairs. After the affairs of the 06 corporation have been wound up under this section, the person or persons who 07 conducted the dissolution under AS 10.41.320(b) shall execute and file a certificate 08 of dissolution conforming to the requirements in AS 10.41.330. 09  Sec. 10.41.340. Petition for court order declaring corporation duly wound 10 up and dissolved. (a) Instead of filing a certificate of dissolution, the person or 11 persons who conducted the dissolution under AS 10.41.320(b) may petition the 12 superior court for an order declaring the corporation duly wound up and dissolved. 13 The petition shall be filed in the name of the corporation. 14  (b) Upon the filing of a petition under (a) of this section, the court shall order 15 all interested persons, including the commissioner, to show cause why an order should 16 not be made declaring the corporation duly wound up and dissolved. The order shall 17 be served by notice to all creditors, claimants, and any other persons as the court shall 18 order. Notice shall also be served upon the commissioner. 19  (c) A person claiming to be an interested party to the winding up and 20 dissolution as a creditor, or otherwise, may appear in the proceeding at any time before 21 the expiration of 30 days from the completion of publication of the order to show 22 cause and contest the petition. The claim of a person who fails to appear within 30 23 days is barred. 24  (d) Thirty days after the filing of a petition under (a) of this section, the court 25 may issue an order declaring the corporation duly wound up and dissolved. This order 26 has the effect prescribed in AS 10.41.435 and shall be filed in the same manner as 27 provided under AS 10.41.440. 28  Sec. 10.41.350. Bases for involuntary dissolution. A corporation may be 29 dissolved involuntarily by the commissioner when it is established that the corporation 30  (1) has failed to file any document or pay any fee or penalty required 31 under this chapter as provided in AS 10.41.720 or 10.41.740;

01  (2) procured its articles of incorporation through fraud; 02  (3) has continued to exceed or abuse the authority conferred upon it by 03 law; 04  (4) has continued to violate the terms of any trust, any conditional gift, 05 or the terms of AS 10.41.170; 06  (5) has failed for 30 days to appoint and maintain a registered agent in 07 the state; 08  (6) has failed for 30 days after change of its registered agent to file in 09 the office of the commissioner a statement of the change; 10  (7) has failed, within the time required by this chapter, to revoke or 11 complete a plan of voluntary dissolution. 12  Sec. 10.41.355. Notice to corporation. If the commissioner determines that 13 a corporation has given cause for involuntary dissolution, the commissioner shall, at 14 least 60 days before a certificate of dissolution is issued, mail to the corporation by 15 certified mail addressed to its registered office a notice setting out the bases for 16 involuntary dissolution. 17  Sec. 10.41.357. Action on assigned contracts of dissolved corporations. An 18 action arising out of a contract assigned by a corporation dissolved under 19 AS 10.41.350 may be brought in the name of the assignee. The fact of assignment and 20 of purchase by the plaintiff must be set out in the complaint or other process. The 21 defendant may use any matter of defense that the defendant could have used in a court 22 action on the claim by the corporation if it had not been dissolved. 23  Sec. 10.41.360. Removal of basis for involuntary dissolution; reinstatement. 24 (a) A corporation dissolved under AS 10.41.350 may be reinstated within two years 25 from the date of the certificate of involuntary dissolution if it is established to the 26 satisfaction of the commissioner that, in fact, there was not a cause for the dissolution 27 or that the delinquency, omission, or noncompliance resulting in dissolution has been 28 corrected, and if the corporation pays two times the fees that the corporation would 29 have paid had it not been dissolved during the two-year period. 30  (b) Service of process on a corporation dissolved under this section shall be 31 made in the same manner prescribed by law as if the corporation had not been

01 dissolved. 02  Sec. 10.41.365. Jurisdiction of court to liquidate assets and business of 03 corporation. The superior court may liquidate the assets and business of a corporation 04 in the cases provided in AS 10.41.350, 10.41.370, 10.41.375, and 10.41.380. 05  Sec. 10.41.370. Action seeking liquidation. The superior court may liquidate 06 the assets and wind up the affairs of a corporation organized under this chapter when 07 it is established that 08  (1) the acts of those in control of the corporation are illegal, oppressive, 09 or fraudulent; 10  (2) in the case of a trustee corporation, the trustees are deadlocked in 11 the management of the corporate affairs, the articles fail to provide machinery for 12 resolving the deadlock, and irreparable injury to the corporation is being suffered or 13 is threatened by reason of the deadlock; 14  (3) in the case of a membership corporation, the members are 15 deadlocked in voting power, the members have failed, over a period of six months to 16 resolve the deadlock, and irreparable injury to the corporation is being suffered or is 17 threatened by reason of the deadlock; or 18  (4) the corporate assets are being misapplied or wasted. 19  Sec. 10.41.375. Action by creditor for liquidation. (a) In an action by a 20 creditor, the superior court may liquidate the assets and wind up the affairs of a 21 corporation organized under this chapter when 22  (1) the claim of the creditor has been reduced to judgment and an 23 execution on the judgment has been returned unsatisfied and it is established that the 24 corporation is insolvent; or 25  (2) the corporation has admitted in writing that the claim of the creditor 26 is due and owing and it is established that the corporation is insolvent. 27  (b) In this section, "insolvent" means the inability of a corporation to pay its 28 debts as they become due in the regular course of business. 29  Sec. 10.41.380. Liquidation on application by corporation. If a corporation 30 that has filed a statement of intent to dissolve as provided in this chapter applies to 31 have its liquidation continued under the supervision of the court, the superior court

01 may liquidate the assets and wind up the affairs of the corporation. 02  Sec. 10.41.385. Procedure in liquidation of corporation by court. In a 03 proceeding to liquidate the assets and business of a corporation, the superior court may 04 issue injunctions, appoint a receiver pendente lite with powers and duties as the court 05 may direct, and take other action necessary to preserve the corporate assets wherever 06 situated and carry on the activities of the corporation until a full hearing is held. 07  Sec. 10.41.390. Appointment of receiver. After a hearing held on the notice 08 that the court may direct to be given to all parties to the proceedings and to any other 09 parties in interest designated by the court, the court may appoint a liquidating receiver 10 with authority to collect the assets of the corporation, including amounts owing to the 11 corporation. The liquidating receiver may, subject to the order of the court, sell, 12 convey, and dispose of all or a part of the assets of the corporation wherever situated, 13 either at public or private sale. 14  Sec. 10.41.395. Disposition of assets or proceeds. The assets of the 15 corporation or the proceeds resulting from a sale, conveyance, or other disposition of 16 the assets shall be applied and distributed in the following order: 17  (1) all costs and expenses of the court proceedings shall be paid; 18  (2) all liabilities and obligations of the corporation shall be paid and 19 discharged, or adequate provision shall be made for them; 20  (3) assets held by the corporation on condition requiring return, 21 transfer, or conveyance shall, if the condition occurs by reason of the dissolution, be 22 returned, transferred, or conveyed in accordance with the condition; 23  (4) assets received and held by the corporation subject to limitations 24 permitting their use only for charitable, religious, eleemosynary, benevolent, 25 educational, or similar purposes, or held in charitable trust under terms of 26 AS 10.41.170, but not held on a condition requiring return, transfer, or conveyance by 27 reason of the dissolution, shall be transferred or conveyed to one or more corporations 28 organized under this chapter and engaged in activities substantially similar to those of 29 the dissolving corporation under a plan of distribution adopted as provided in this 30 chapter; 31  (5) remaining assets shall be distributed in accordance with the

01 provisions of the articles or bylaws, or as the court may direct. 02  Sec. 10.41.400. Powers and duties of receiver. The order appointing the 03 liquidating receiver must state the receiver's powers and duties. The powers and 04 duties may be increased or diminished at any time during the liquidation proceedings. 05  Sec. 10.41.405. Compensation of receiver and attorneys. The court may 06 allow from time to time as expenses of the liquidation compensation to the receiver 07 and to attorneys in the proceeding and may direct the payment of the compensation out 08 of the assets of the corporation or the proceeds of a sale or disposition of assets. 09  Sec. 10.41.410. Power of receiver to sue and be sued. A receiver of a 10 corporation appointed under this chapter may sue and defend in all courts in the 11 receiver's own name as receiver of the corporation. 12  Sec. 10.41.415. Exclusive jurisdiction of appointing court. The court 13 appointing the receiver has exclusive jurisdiction of the corporation and its property, 14 wherever situated. 15  Sec. 10.41.420. Qualification of receiver. (a) The court may appoint as a 16 receiver a party, an attorney of a party, a person interested in the action, or a person 17 related according to the common law by consanguinity or affinity within the third 18 degree of kindred to a judge of the court making the appointment in the action without 19 the written consent of the parties, including the party to be appointed, filed with the 20 clerk of the court. If a receiver is appointed upon an ex parte application, the court, 21 before making the order, shall require from the applicant an undertaking, with 22 sufficient sureties, in an amount to be fixed by the court, to the effect that the 23 applicant will pay to the corporation all damages sustained by reason of the 24 appointment of the receiver if the applicant has procured the appointment wrongfully, 25 maliciously, or without sufficient cause. The court may, in its discretion, at any time 26 after appointment, require an additional undertaking. 27  (b) Before entering upon the duties of a receiver, the receiver must be sworn 28 to perform those duties faithfully and, with two or more sureties, approved by the court 29 or judge, execute an undertaking to the state, in a sum the court or judge directs, to 30 the effect that the receiver will faithfully discharge the duties of receiver and obey the 31 order of the court in the action.

01  Sec. 10.41.425. Filing of claims in liquidation proceedings. (a) In a 02 proceeding to liquidate the assets and wind up the affairs of a corporation, the court 03 may require creditors of the corporation to file with the clerk of the court or with the 04 receiver, in the form the court prescribes, proof under oath of their respective claims. 05  (b) If the court requires the filing of claims, it shall fix a date, not less than 06 four months from the date of the order, as the last day for the filing of claims and 07 shall prescribe the notice to be given to creditors and claimants of the date fixed. 08 Before the date fixed, the court may extend the time of the filing of claims. 09  (c) A creditor who fails to file proof of a claim on or before the date fixed 10 may be barred by order of the court from participating in the distribution of the assets 11 of the corporation. 12  Sec. 10.41.430. Discontinuance of liquidation proceedings. The liquidation 13 of the assets and winding up of the affairs of a corporation may be discontinued at any 14 time during the liquidation proceedings when it is established that cause for liquidation 15 no longer exists. In this event, the court shall dismiss the proceedings and direct the 16 receiver to redeliver to the corporation its remaining property and assets. 17  Sec. 10.41.435. Decree of involuntary dissolution. In proceedings to 18 liquidate the assets and wind up the affairs of a corporation, when the costs and 19 expenses of the proceeding and the debts, obligations, and liabilities of the corporation 20 have been paid and discharged, or when the remaining property and assets are not 21 sufficient to satisfy and discharge the costs, expenses, debts, and obligations and all 22 the property and assets have been applied to their payment, the court shall enter a 23 decree dissolving the corporation. Upon entry of the decree, the existence of the 24 corporation ceases. 25  Sec. 10.41.440. Filing of certified order, decree, or judgment of dissolution. 26 If a corporation is dissolved or its existence forfeited by order, decree, or judgment of 27 dissolution of a court, a copy of the order, decree, or judgment, certified by the clerk 28 of the court, shall be filed with the commissioner. 29  Sec. 10.41.445. Deposit with commissioner of amount due creditors. Upon 30 the voluntary or involuntary dissolution of a corporation, the portion of the assets 31 distributable to a creditor who is unknown or cannot be found, or who is under

01 disability and there is no legally competent person to receive the distributable portion, 02 shall be reduced to cash, deposited with the commissioner, and paid over to the 03 creditor or the legal representative of the creditor upon proof satisfactory to the 04 commissioner of a right to it the distributable portion. 05  Sec. 10.41.447. Recovery of improper distributions. (a) If a distribution of 06 assets has been made in the process of winding up a corporation without a court order 07 and without prior payment or adequate provision for payment of the debts and 08 liabilities of the corporation, the amount improperly distributed to a person may be 09 recovered by the corporation. A person who received an improper distribution may 10 be joined as a defendant in the same action or be brought in on the motion of another 11 defendant. In this subsection, "process of winding up" includes a proceeding under 12 AS 10.41.300 - 10.41.455 and any other distribution of assets to a person made in 13 contemplation of termination or abandonment of the corporation. 14  (b) A court action may be brought in the name of the corporation to enforce 15 the liability under (a) of this section against a person receiving a distribution by the 16 commissioner or by a creditor of that corporation, whether or not the creditor has 17 reduced the claim to judgment. 18  Sec. 10.41.450. Existence of corporation after dissolution. (a) A 19 corporation that is dissolved voluntarily or involuntarily continues to exist for the 20 purpose of winding up its affairs, defending actions against it, enabling it to collect and 21 discharge obligations, disposing of and conveying its property, and collecting and 22 dividing its assets, but not for the purpose of continuing its activities, except to the 23 extent necessary for the winding up. 24  (b) An action or proceeding to which a corporation is a party does not abate 25 by the dissolution of the corporation or by reason of proceedings for winding up and 26 dissolution. A corporation that is dissolved voluntarily or involuntarily may not 27 commence a court action, except under AS 10.41.447. 28  (c) Assets inadvertently or otherwise omitted from the winding up continue in 29 the dissolved corporation for the benefit of the persons entitled to the assets on 30 dissolution of the corporation and, on realization, shall be distributed to the person 31 entitled.

01  (d) The directors of the corporation on the date of its dissolution, or as 02 determined under AS 10.41.440, shall exercise and have the powers necessary to act 03 under this section. 04  Sec. 10.41.455. Continued existence for certain purposes. If a dissolved 05 corporation is the owner of real or personal property or claims an interest in or lien 06 on real or personal property, the corporation, through its receiver, continues to exist 07 for five years after the date of dissolution for the purpose of conveying, transferring, 08 or releasing the real or personal property, the interest in the real or personal property, 09 or the lien on the real or personal property. In addition, a dissolved corporation, 10 through its receiver, continues to exist for the purpose of being sued in a quiet title 11 action. The action or proceeding against the corporation may be instituted and 12 maintained in the same manner as before the dissolution of the corporation. This 13 section does not affect or suspend a statute of limitations applicable to a claim. For 14 the purpose of service of process, notice, or demand within the prescribed time 15 following dissolution, the commissioner is an agent of the dissolved corporation upon 16 whom service may be made under AS 10.41.080(b). 17 Article 8. Foreign Corporations. 18  Sec. 10.41.500. Applicability to foreign corporations. To the extent provided 19 in this chapter, this chapter is applicable to a foreign corporation that is authorized to 20 conduct or conducts affairs in this state. 21  Sec. 10.41.505. Admission of foreign corporation. A foreign corporation 22 may not conduct affairs in this state until it has been issued a certificate of authority 23 from the commissioner. A foreign corporation may not be issued a certificate of 24 authority to conduct affairs that a corporation organized under this chapter is not 25 permitted to conduct. A foreign corporation may not be denied a certificate of 26 authority because the laws of the state or country under which it is organized 27 governing its organization and internal affairs differ from the laws of this state. 28  Sec. 10.41.510. Liability to state for conducting affairs without certificate 29 of authority. (a) A foreign corporation that conducts affairs in this state without a 30 certificate of authority is liable to this state for the years or portions of years during 31 which it conducted affairs in this state without a certificate of authority, in an amount

01 equal to 02  (1) all fees that would have been imposed by this chapter on the 03 corporation if it had applied for and received a certificate of authority to conduct 04 affairs in this state as required by this chapter and filed all reports required by this 05 chapter; 06  (2) all penalties imposed by this chapter for failure to pay the fees; and 07  (3) a penalty of up to $10,000 a year or portion of a year for each year 08 it conducted affairs in this state without a certificate of authority. 09  (b) The attorney general shall bring proceedings to recover amounts due to the 10 state under this section. 11  Sec. 10.41.515. Conducting affairs without certificate of authority as a bar 12 to right to sue. A foreign corporation conducting affairs in this state without a 13 certificate of authority may not maintain an action or proceeding in a court of this state 14 until it obtains a certificate of authority. A successor or assignee of a foreign 15 corporation conducting affairs without a certificate of authority may not maintain an 16 action or proceeding in a court of this state on a right, claim, or demand arising out 17 of the conduct of affairs by the corporation in this state until a certificate of authority 18 is obtained by the corporation or by a corporation that has acquired all or substantially 19 all of its assets. 20  Sec. 10.41.520. Conducting affairs without certificate of authority not 21 affecting contracts and right to defend action. The failure of a foreign corporation 22 to obtain a certificate of authority to conduct affairs in this state does not impair the 23 validity of a contract or act of the corporation, and does not prevent the corporation 24 from defending an action or proceeding in a court of this state. 25  Sec. 10.41.525. Activities not constituting conducting affairs in this state. 26 The activities of a foreign corporation that are not considered to be conducting affairs 27 in this state, for the purposes of this chapter, include 28  (1) maintaining, defending, or settling a court action, an administrative 29 proceeding, or an arbitration proceeding, or settling claims or disputes; 30  (2) holding meetings of the corporation or carrying on other activities 31 concerning the internal affairs of the corporation;

01  (3) maintaining bank accounts; 02  (4) securing or collecting debts, or enforcing rights in property securing 03 debts; 04  (5) granting funds; 05  (6) distributing information to members; 06  (7) conducting an isolated transaction, completed within 30 days, not 07 in the course of a number of repeated transactions of like nature. 08  Sec. 10.41.530. Corporate name of foreign corporation. A certificate of 09 authority may not be issued to a foreign corporation if the corporate name of the 10 corporation 11  (1) contains a word or phrase that indicates or implies that it is 12 organized for a purpose other than the purpose contained in its articles or that it is 13 authorized or empowered to conduct the business of banking or insurance; 14  (2) contains the word "city," "borough," or "village," or otherwise 15 implies that the corporation is a municipality, but the name of a city, borough, or 16 village may be used in the corporate name; 17  (3) is the same name as, or deceptively similar to, the name of a 18 domestic corporation existing under the laws of this state or a foreign corporation 19 authorized to conduct affairs in this state, or a name the exclusive right to which is 20 reserved or registered under this title. 21  Sec. 10.41.535. Assumed corporate name: commissioner to cross-index. 22 (a) If a foreign corporation applying for a certificate of authority has a name that is 23 impermissible under AS 10.41.530, it shall select an assumed name, acceptable under 24 the provisions of AS 10.41.530, under which it elects to conduct affairs in this state. 25  (b) The commissioner shall maintain records that cross-reference the actual and 26 assumed names of all foreign corporations authorized to conduct affairs in this state. 27  Sec. 10.41.540. Change of name by foreign corporation. If a foreign 28 corporation authorized to conduct affairs in this state changes its name to one under 29 which a certificate of authority would not be granted to it under this chapter, the 30 certificate of authority of the corporation is suspended, and the foreign corporation 31 may not conduct affairs in this state until it has changed its name to a name available

01 to it under the laws of this state. 02  Sec. 10.41.545. Application for certificate of authority. To receive a 03 certificate of authority to conduct affairs in this state, a foreign corporation shall apply 04 in duplicate to the commissioner. 05  Sec. 10.41.550. Contents of application. An application for a certificate of 06 authority must set out 07  (1) the name of the corporation and the assumed name, if any, of the 08 corporation; 09  (2) the date of incorporation and the period of duration of the 10 incorporation; 11  (3) the address of the principal office of the corporation in the state or 12 country under whose laws it is incorporated; 13  (4) the address of the proposed registered office of the corporation in 14 this state and the name of its proposed registered agent in this state at that address; 15  (5) the purpose the corporation proposes to pursue in the conduct of 16 affairs in this state; 17  (6) additional information necessary or appropriate to enable the 18 commissioner to determine whether the corporation is entitled to a certificate of 19 authority and to determine and assess the fees prescribed in this chapter that are 20 payable; 21  (7) the name and address of each alien affiliate, the percentage of 22 control held by each alien affiliate, and a specific description of the nature of the 23 relationship between the foreign corporation and its alien affiliates, or a statement that 24 the corporation does not have alien affiliates; 25  (8) the name and address of a person holding at least five percent of 26 the members of the corporation, and the percentage of control held by that person. 27  Sec. 10.41.555. Filing of application for certificate of authority. The 28 application of the corporation for a certificate of authority shall be submitted on forms 29 prescribed and furnished by the commissioner. Duplicate originals of the application 30 and a verified copy of the articles and all amendments to the articles shall be delivered 31 to the commissioner for processing under AS 10.41.800 and for issuance of a

01 certificate of authority. The application shall be executed and verified by a trustee for 02 a trustee corporation, by a member for a membership corporation, or, for a corporation 03 sole, by the individual holding the position that owns the property of the corporation 04 sole 05  Sec. 10.41.560. Effect of certificate of authority. On the issuance of a 06 certificate of authority by the commissioner, the corporation may conduct affairs in this 07 state for the purpose set out in its application, subject, however, to the right of this 08 state to suspend or revoke the authority as provided in this chapter. 09  Sec. 10.41.565. Amended certificate of authority. (a) A foreign corporation 10 authorized to conduct affairs in this state shall obtain an amended certificate of 11 authority if it changes its corporate name or desires to pursue in this state other or 12 additional purposes than those set out in its earlier application for a certificate of 13 authority. 14  (b) The requirements as to form and content of an application for an amended 15 certificate of authority, the manner of its execution, the filing of duplicate originals of 16 the application with the commissioner, and the issuance of an amended certificate of 17 authority are the same as in the case of an original application for a certificate of 18 authority. 19  Sec. 10.41.570. Powers of foreign corporation. A foreign corporation that 20 has received a certificate of authority enjoys, until a certificate of revocation or of 21 withdrawal is issued as provided in this chapter, the same, but no greater, rights and 22 privileges as a domestic corporation organized for the purposes set out in the 23 application under which the certificate of authority is issued and, except as otherwise 24 provided in this chapter, is subject to the duties, restrictions, penalties, and liabilities 25 imposed on a domestic corporation of like character. 26  Sec. 10.41.575. Revocation of certificate of authority. A certificate of 27 authority of a foreign corporation to conduct affairs in this state may be revoked by 28 the commissioner if 29  (1) the corporation has failed to comply with a requirement of this 30 chapter; 31  (2) the corporation fails, after change of its registered office or

01 registered agent, to file with the commissioner a statement of the change as required 02 by this chapter; 03  (3) the corporation fails to file with the department an amendment to 04 its articles of incorporation or articles of merger within the time prescribed by this 05 chapter; or 06  (4) a misrepresentation of a material matter has been made in an 07 application, report, affidavit, or other document submitted under this chapter. 08  Sec 10.41.580. Limitations on revocation of certificate of authority. The 09 commissioner may not revoke a certificate of authority of a foreign corporation unless 10  (1) the corporation has been given at least 60 days' notice by certified 11 mail addressed to its registered office in this state; and 12  (2) the corporation fails before revocation to file the biennial report, 13 pay the fees or penalties that are due, file the required statement of change of 14 registered agent or registered office, file the articles of amendment or articles of 15 merger, or correct a misrepresentation. 16  Sec. 10.41.585. Issuance of certificate of revocation. Upon revoking a 17 certificate of authority, the commissioner shall 18  (1) issue a certificate of revocation in duplicate; 19  (2) file one of the certificates in the office of the commissioner; 20  (3) mail to the corporation at its registered office in this state a notice 21 of the revocation and one of the certificates. 22  Sec. 10.41.590. Effect of certificate of revocation. Upon the issuance of a 23 certificate of revocation, the authority of a corporation to conduct affairs in this state 24 ceases. 25  Sec. 10.41.595. Registered office and registered agent of a foreign 26 corporation. A foreign corporation authorized to conduct affairs in this state shall 27 have and continuously maintain in this state 28  (1) a registered office that may be, but is not required to be, the same 29 as its principal office in this state; and 30  (2) a registered agent, who may be either an individual resident in this 31 state whose office is identical to the registered office or a domestic corporation or a

01 foreign corporation authorized to conduct affairs in this state that has an office that is 02 identical to the registered office. 03  Sec. 10.41.600. Change of registered office; change or resignation of 04 registered agent. (a) A foreign corporation authorized to conduct affairs in this state 05 may change its registered office or its registered agent, or both, upon filing with the 06 commissioner a verified statement of change setting out 07  (1) the name of the corporation; 08  (2) the address of its registered office; 09  (3) the address of the proposed registered office if the address of its 10 registered office is to be changed; 11  (4) the name of its registered agent; 12  (5) the name of its successor registered agent if its registered agent is 13 to be changed. 14  (b) The commissioner shall file the verified statement if the statement complies 15 with this chapter. The change becomes effective when the statement is filed. 16  (c) A registered agent may resign by filing a written notice, executed in 17 duplicate, with the commissioner. The written notice of resignation must set out the 18 latest address of the principal office of the corporation. The commissioner shall 19 immediately mail a copy of the notice to the corporation at its principal office. The 20 resignation becomes effective 30 days after the filing of the written notice or upon the 21 appointment of a new agent by the corporation, whichever is sooner. 22  Sec. 10.41.605. Service of process on foreign corporation. The registered 23 agent appointed by a foreign corporation authorized to conduct affairs in this state is 24 an agent of the corporation upon whom process, notice, or demand required or 25 permitted by law to be served upon the corporation may be served. 26  Sec. 10.41.610. Service on commissioner. If a foreign corporation that is 27 authorized to conduct affairs in this state, or that is not authorized to conduct affairs 28 in this state but is conducting affairs in this state, fails to appoint or maintain a 29 registered agent in this state, if a registered agent cannot with reasonable diligence be 30 found at the registered office, or if the certificate of authority of a foreign corporation 31 is suspended or revoked, the commissioner is an agent upon whom process, notice, or

01 demand may be served. Service is made upon the commissioner as provided in 02 AS 10.06.175. 03  Sec. 10.41.615. Records kept by commissioner. The commissioner shall 04 keep a record of all processes, notices, or demands served upon a corporation under 05 AS 10.41.610 and shall record the time of service and any action taken with reference 06 to the service. 07  Sec. 10.41.620. Procedure not exclusive. AS 10.41.605 - 10.41.615 do not 08 limit or affect the right to serve process, notice, or demand required or permitted by 09 law to be served upon a corporation in any other manner. 10  Sec. 10.41.625. Amendment to articles of incorporation of foreign 11 corporation. If the articles of a foreign corporation authorized to conduct affairs in 12 this state are amended, the foreign corporation shall, within 30 days after the 13 amendment becomes effective, file with the commissioner a copy of the amendment 14 authenticated by the proper officer of the state or country under whose laws it is 15 incorporated. The filing of the amendment does not enlarge or alter the purpose that 16 the corporation may pursue in the conduct of affairs in this state under a name other 17 than the name set out in its certificate of authority. 18  Sec. 10.41.630. Organic change of foreign corporation. If a foreign 19 corporation authorized to conduct affairs in this state is a party to an organic change 20 permitted by the laws of the state or country where it is incorporated, and the 21 corporation is the surviving corporation, it shall, within 30 days after the change 22 becomes effective, file with the commissioner a copy of the articles of merger, 23 consolidation, or reorganization authenticated by the proper officer of the state or 24 country under whose laws the organic change was carried out. It is not necessary for 25 the corporation to obtain a new or amended certificate of authority to conduct affairs 26 in this state unless the name of the corporation is changed or unless the corporation 27 desires to pursue in this state other or additional purposes than those that it is 28 authorized to pursue in this state. In this section, "organic change" means a merger, 29 consolidation, or sale of assets other than in the regular course of business. 30  Sec. 10.41.635. Withdrawal of foreign corporation. A foreign corporation 31 authorized to conduct affairs in this state may withdraw from this state on obtaining

01 from the commissioner a certificate of withdrawal. To obtain a certificate of 02 withdrawal the foreign corporation shall deliver to the commissioner an application for 03 withdrawal. 04  Sec. 10.41.640. Contents of application for withdrawal. An application for 05 withdrawal must set out 06  (1) the name of the corporation and the state or country where it is 07 incorporated; 08  (2) that the corporation is not conducting affairs in this state; 09  (3) that the corporation surrenders its authority to conduct affairs in this 10 state; 11  (4) that the corporation revokes the authority of its registered agent in 12 this state to accept service of process and consents that service of process in an action 13 or proceeding based on a cause of action arising in this state during the time the 14 corporation was authorized to conduct affairs in this state may be made on the 15 corporation by service on the commissioner; 16  (5) a post office address to which the commissioner may mail a copy 17 of a process against the corporation that may be served on the commissioner; 18  (6) additional information necessary or appropriate to enable the 19 commissioner to determine and assess unpaid fees payable as prescribed in this 20 chapter. 21  Sec. 10.41.645. Form of application for withdrawal. An application for 22 withdrawal shall be made on forms prescribed and furnished by the commissioner and 23 shall be executed and verified by a trustee for a trustee corporation, a member for a 24 membership corporation, or, for a corporation sole, the individual holding the position 25 that owns the property of the corporation sole, or, if the corporation is in the hands of 26 a receiver or trustee, the application shall be executed and verified on behalf of the 27 corporation by the receiver or trustee. 28  Sec. 10.41.650. Filing of application for withdrawal. Duplicate originals of 29 an application for withdrawal shall be delivered to the commissioner for processing 30 according to AS 10.41.800 and for issuance of a certificate of withdrawal. 31  Sec. 10.41.655. Effect of certificate of withdrawal. On the issuance of a

01 certificate of withdrawal, the authority of a corporation to conduct affairs in this state 02 ceases. 03 Article 9. Reports, Fees, and Penalties. 04  Sec. 10.41.700. Biennial report of domestic and foreign corporations. A 05 domestic corporation and a foreign corporation authorized to conduct affairs in this 06 state shall file a biennial report with the commissioner of commerce and economic 07 development setting out 08  (1) the name of the corporation; 09  (2) the name and address of a person designated to act as agent for the 10 purpose of accepting service of process; and 11  (3) the real and personal property assets of the corporation. 12  Sec. 10.41.710. Filing of biennial report. (a) A biennial report of a domestic 13 or foreign corporation shall be filed with the department and is due before July 2 of 14 the filing year. The biennial report is delinquent if not filed before August 1 of each 15 filing year as provided in this section. Delinquent reports are subject to the penalty 16 provided in AS 10.41.720. 17  (b) Proof to the satisfaction of the commissioner that on or before August 1 18 of the filing year the report was deposited in the United States mail in a sealed 19 envelope, properly addressed with postage prepaid, constitutes compliance with (a) of 20 this section. 21  (c) The commissioner shall file the report if the commissioner finds that the 22 report conforms to the requirements of this chapter. If the commissioner finds that the 23 report does not conform to the requirements of this chapter, the commissioner shall 24 promptly return it to the corporation for necessary corrections. If the report is 25 corrected to conform to the requirements of this chapter and returned to the 26 commissioner in sufficient time to be filed before October 1 of the year in which it is 27 due, the penalty provided in AS 10.41.720 for failure to file the report within the time 28 required does not apply. 29  (d) Upon receipt of a form from the commissioner, a domestic or foreign 30 corporation shall file a biennial report within six months after original incorporation. 31  Sec. 10.41.720. Penalties. If a corporation organized under this chapter fails

01 to file a document required by this chapter or pay a fee within the time prescribed by 02 this chapter, the commissioner shall collect a penalty of $10 for the first month that 03 the document or payment is in default, and $100 for each additional month up to a 04 total of five months. After six months without the filing or payment, the commissioner 05 may involuntarily dissolve the delinquent corporation under AS 10.41.350(1). 06  Sec. 10.41.725. Interrogatories by commissioner. (a) The commissioner 07 may propound to a domestic or foreign corporation interrogatories reasonably 08 necessary and proper to enable the commissioner to ascertain whether the corporation 09 has complied with the provisions of this chapter. 10  (b) The commissioner shall propound the interrogatories under (a) of this 11 section as follows: 12  (1) to a corporation organized under this chapter, by mailing the 13 interrogatories to the corporation's agent designated under AS 10.41.080 or 10.41.595; 14 or 15  (2) to an individual officer or trustee, by mailing by registered mail a 16 copy of the interrogatories addressed to the person at the person's office in this state. 17  (c) Interrogatories shall be answered within 30 days, or within the additional 18 time established by the commissioner or by the superior court. Answers shall be full 19 and complete, in writing, and under oath. If the interrogatories are directed to an 20 individual, they shall be answered by that individual, and if directed to a corporation, 21 they shall be answered, in the case of 22  (1) a corporation sole, by the corporation sole; 23  (2) a trustee corporation, by a chair of the trustees or the chief religious 24 official; 25  (3) a membership corporation, by the chief executive officer designated 26 in the articles or the chief religious official. 27  (d) A petition stating good cause to extend the date for answer, to modify, or 28 to set aside the interrogatories propounded by the commissioner, or to enforce 29 compliance with AS 10.41.730 may be filed in the superior court before the expiration 30 of the 30 days established in (c) of this section for answer. 31  Sec. 10.41.730. Confidentiality of information disclosed by interrogatories.

01 Interrogatories and answers propounded and obtained under AS 10.41.725 are not open 02 to public inspection, and the commissioner may not disclose facts or information 03 obtained from the interrogatories except as official duty requires or unless the 04 interrogatories or answers are required for evidence in criminal proceedings or other 05 action by the state. 06  Sec. 10.41.735. Failure to answer interrogatories. Unless otherwise provided 07 by an order of court issued in response to a petition filed under AS 10.41.725(d), 08  (1) a domestic or foreign corporation that knowingly fails or refuses to 09 answer truthfully and fully interrogatories propounded by the commissioner within the 10 time prescribed by AS 10.41.725(c) is guilty of a class A misdemeanor; in this 11 paragraph, "knowingly" has the meaning given in AS 11.81.900; and 12  (2) the commissioner is not required to file a document to which the 13 interrogatories relate until the interrogatories are properly answered or if the answers 14 disclose that the document does not conform to the provisions of this chapter. 15  Sec. 10.41.740. Fees. (a) The commissioner shall establish by regulation, 16 charge, and collect a fee for 17  (1) filing articles of incorporation and issuing a certificate of 18 incorporation; 19  (2) filing an application for a certificate of authority to conduct affairs 20 in this state and issuing the certificate; 21  (3) filing articles of amendment and issuing a certificate of amendment; 22  (4) filing a statement of change of the identity or address of a 23 registered agent; 24  (5) a foreign corporation's filing a certificate of the appointment and 25 consent of an agent residing in this state or a certificate of revocation of the 26 appointment of the resident agent; 27  (6) filing a document required by this chapter for the dissolution of a 28 corporation organized under this chapter; 29  (7) filing a document not listed under (1) - (6) of this subsection; 30  (8) furnishing a certified copy of a document. 31  (b) A fee required under this chapter shall be paid in advance.

01  (c) The fees charged under this section shall be uniform. 02  (d) The department may by regulation charge a corporation subject to this 03 chapter a fixed fee in place of the fees prescribed in this chapter and for routine 04 administrative services rendered to the corporation by the department. 05  Sec. 10.41.745. Cancellation of certificates issued and filings accepted. The 06 commissioner may within one year after a filing, and after written notice to the 07 corporation or individual making a filing, cancel a certificate issued or filing accepted 08 under this chapter, on any basis existing at the time of issuance or filing for which the 09 commissioner could have originally refused to issue the certificate or accept the filing. 10 The notice of cancellation must state the reason for the cancellation. A corporation 11 or individual may request a hearing within 90 days after receipt of the notice. 12 Cancellation becomes final if the corporation or individual does not request a hearing 13 within 90 days after receipt of notice. Notice of cancellation shall be sent by certified 14 mail with return receipt requested. If the return receipt is not received by the 15 department within a reasonable time and the department has made diligent inquiry as 16 to the address of the corporation, notice may be made by publication in a newspaper 17 of general circulation in the vicinity of the registered office of the corporation or the 18 address of the individual who made the filing, and cancellation becomes final 60 days 19 after publication of the notice if the person or corporation does not request a hearing. 20  Sec. 10.41.750. Forms to be furnished by the commissioner. Reports 21 required by this chapter to be filed with the department or the commissioner must be 22 on forms prescribed and furnished by the commissioner. Forms for other documents 23 to be filed in the office of the department or the commissioner shall be furnished by 24 the commissioner on request, but the use of these forms, unless required in this 25 chapter, is not mandatory. 26 Article 10. Miscellaneous Provisions. 27  Sec. 10.41.800. Processing of writings filed with the commissioner. If a 28 writing delivered to the commissioner for filing conforms to law and all fees 29 prescribed in this chapter have been paid, the commissioner shall 30  (1) endorse on each duplicate original the word "filed" and the date of 31 the filing;

01  (2) file one duplicate original in the office of the commissioner; 02  (3) return to the corporation or its representative a duplicate original 03 of the writing and any writing issued by the commissioner attached to the original. 04  Sec. 10.41.810. Appeal from disapproval of document. If the commissioner 05 fails to approve articles of incorporation, amendment, merger, consolidation, or 06 dissolution, or any other document required by this chapter to be approved by the 07 commissioner, the commissioner shall, within 10 days after the receipt of the 08 document, give written notice of disapproval to the person or corporation delivering 09 the document, specifying the reasons for disapproval. The person or corporation may 10 appeal from the disapproval to the superior court by filing with the clerk of the court 11 a petition setting out a copy of the document sought to be filed and a copy of the 12 written disapproval. The matter shall be tried de novo by the superior court, which 13 shall either sustain the action of the commissioner or direct the commissioner to take 14 action the court considers proper. 15  Sec. 10.41.815. Corrections of writings. A writing relating to a corporation 16 organized under this chapter and filed by the commissioner may be corrected, 17 including the deletion of a matter not permitted to be stated in the writing, if it 18 contains an error apparent on the face or a defect in the execution of the writing. A 19 certificate, entitled "Certificate of Correction of . . . (correct title of writing and name 20 of corporation)," shall be signed, verified, or acknowledged in the same manner as the 21 original writing and shall be delivered to the commissioner. The certificate must set 22 out the name of the corporation, the date the writing to be corrected was filed by the 23 commissioner, the provision in the writing corrected or eliminated, and, if the 24 execution was defective, the proper execution. The filing of the certificate by the 25 commissioner does not alter the effective time of the writing being corrected and does 26 not affect a right or liability accrued or incurred before the filing. A corporate name 27 may not be changed or corrected under this section. 28  Sec. 10.41.820. Writings as evidence. (a) A writing filed by the 29 commissioner relating to a corporation organized under this chapter and containing 30 statements of fact required or permitted by law and a certification by the commissioner 31 of the absence of a filing shall be received in all courts, public offices, and official

01 bodies as prima facie evidence of these facts and of the execution of the writing. 02  (b) If, under the laws of a jurisdiction other than this state, a writing by an 03 officer in that jurisdiction or a copy of a writing certified or exemplified by an officer 04 may be received as prima facie evidence of the incorporation, existence, or capacity 05 of a foreign corporation incorporated in that jurisdiction, the writing when exemplified 06 shall be received in all courts, public offices, and official bodies of this state, as prima 07 facie evidence with the same force as in that jurisdiction. The writing or certified copy 08 of the writing shall be received without being exemplified if it is certified by the 09 secretary of state or official performing the equivalent function as to corporate records 10 of that jurisdiction. 11  Sec. 10.41.830. Corporate seal as evidence. The presence of a corporate seal 12 on a writing purporting to be executed by authority of a corporation organized under 13 this chapter shall be prima facie evidence that the writing was executed with the 14 authority of the corporation. 15  Sec. 10.41.840. Waiver of notice. If notice is required to be given to a 16 trustee, officer, or member of a corporation under this chapter or under the provisions 17 of the articles or bylaws of the corporation, a waiver of the notice in writing signed 18 by the person entitled to notice, whether before or after the time stated for notice, is 19 equivalent to the giving of notice. 20 Article 11. General Provisions. 21  Sec. 10.41.900. Powers of commissioner. The commissioner has the power 22 and authority reasonably necessary to enable the commissioner to administer this 23 chapter efficiently and to perform the duties imposed by this chapter. 24  Sec. 10.41.910. Regulations. To the extent provided by explicit reference in 25 this chapter, the department shall adopt regulations referred to in this chapter in 26 accordance with AS 44.62 (Administrative Procedure Act). 27  Sec. 10.41.920. Reservation of power. The legislature reserves the right, at 28 the legislature's pleasure, to alter, amend, suspend, or repeal, in whole or in part, this 29 chapter or a certificate of incorporation or the authority to conduct affairs in this state 30 of a domestic or foreign corporation, whether or not existing or authorized as of the 31 effective date of this Act.

01  Sec. 10.41.930. Signature. If a person signs by using a mark, the signer's 02 name shall be written near the mark by a witness who shall write the witness' own 03 name near the signer's name. A signature by mark can be acknowledged or can serve 04 as a signature to a sworn statement. 05  Sec. 10.41.940. Rules of construction governing. (a) Unless a provision or 06 the context otherwise requires, the general provisions and rules of construction in this 07 section govern this chapter. 08  (b) When, by the provisions of this chapter, a power is granted to, or a duty 09 imposed on a public officer, the power may be exercised or the duty performed by a 10 deputy of the officer or by a person authorized, under law, by the officer, unless this 11 chapter expressly provides otherwise. 12  (c) When a notice, report, statement, or record is required or authorized by this 13 chapter, it shall be made in writing in a manner reasonably calculated to communicate 14 the notice, report, statement, or record to the recipient. 15  (d) A reference in this chapter to mailing means first class mail, postage 16 prepaid, unless certified mail is specified. 17  (e) Subject to any specific accounting treatment required by a particular section 18 of this chapter, 19  (1) references in this chapter to financial statements, balance sheets, and 20 income statements, and references to assets, liabilities, and similar accounting items 21 of a corporation mean financial statements or accounting items prepared or determined 22 fairly and reasonably to present the purported matters; 23  (2) financial statements prepared or determined in accordance with 24 generally accepted accounting principles then applicable are fair and reasonable. 25  (f) A reference in this chapter to the time a notice is given or sent means the 26 time 27  (1) if the notice is written, when notice is deposited in the United 28 States mail with postage prepaid, personally delivered to the recipient, delivered to a 29 common carrier for transmission, or actually transmitted by electronic means to the 30 recipient by the person giving the notice; or 31  (2) if the notice is oral, when the notice is communicated in person or

01 by electronic means to the recipient or to a person at the office of the recipient who 02 the person giving the notice has reason to believe will promptly communicate it to the 03 recipient. 04  (g) Since there are fundamental differences between and among for-profit 05 corporations, nonprofit corporations, and corporations organized under this chapter, it 06 is not necessary to construe language in this chapter to have the same meaning as 07 similar or identical language in AS 10.06 or AS 10.21. 08  Sec. 10.41.990. Definitions. In this chapter, unless the context otherwise 09 requires, 10  (1) "acknowledged" means that a document is accompanied by a 11 certificate of its acknowledgment as provided in AS 09.63; 12  (2) "approval of the members" means approval or ratification by the 13 affirmative vote of a majority of the memberships entitled to vote represented at a duly 14 held meeting at which a quorum is present, unless the vote of a greater proportion, 15 including all, of the memberships of a class if a greater proportion is required by this 16 chapter or the articles for all or any specified member action; 17  (3) "approval of the trustees" means approval or ratification by the vote 18 of the trustees of a trustee corporation or by a committee authorized to exercise the 19 powers of the trustees, except as to matters not within the competence of the 20 committee; 21  (4) "approved by a majority of all the members" means approved by 22 an affirmative vote or written ballot of a majority of the votes entitled to be cast, 23 including the affirmative vote of 24  (A) a majority of the outstanding memberships of each class, 25 unit, or grouping of members entitled by the articles or the bylaws to vote as 26 a class, unit, or grouping of members on the subject matter; or 27  (B) a greater proportion, including all of the memberships of 28 a class, unit, or grouping of members, if a greater proportion is required by this 29 chapter or the articles; 30  (5) "approved by a majority of all the trustees" means approved by the 31 affirmative vote of a majority of the entire number of trustees provided in the articles

01 or bylaws when there are no vacancies; 02  (6) "articles" or "articles of incorporation" means the original or 03 restated articles of incorporation and all amendments; 04  (7) "bylaws" means a code of rules adopted for the regulation or 05 management of the affairs of the corporation irrespective of the name by which these 06 rules are known; 07  (8) "certified mail" includes registered mail; 08  (9) "commissioner" means the commissioner of commerce and 09 economic development or a designee of the commissioner; 10  (10) "corporation" means a corporation subject to the provisions of this 11 chapter, but does not include a foreign corporation; 12  (11) "corporation sole" means a corporation formed under 13 AS 10.41.100(a) that has conformed its articles to AS 10.41.105(a)(6)(A) and the 14 incumbent who occupies the designation as corporation sole; 15  (12) "department" means the Department of Commerce and Economic 16 Development; 17  (13) "domestic corporation" means a corporation subject to the 18 provisions of this chapter, but does not include a foreign corporation; 19  (14) "donation" includes the transfer of any legal consideration if the 20 transferor becomes entitled to a charitable tax deduction upon transfer; "donation" does 21 not include a grant or other transfer from or by a state, federal, municipal, or other 22 governmental agency or body; 23  (15) "filed" means filed in the office of the commissioner unless 24 otherwise expressly provided; 25  (16) "foreign corporation" means a corporation organized under laws 26 other than the laws of this state that would, if formed in this state, be a religious 27 corporation under this chapter; 28  (17) "member" means a person having membership rights in a 29 membership corporation in accordance with the provisions of its articles of 30 incorporation; 31  (18) "membership corporation" means a corporation formed under

01 AS 10.41.100(f) that has conformed its articles to AS 10.41.105(a)(6)(C); 02  (19) "resulting corporation" means a new corporation organized under 03 this chapter as a result of a consolidation of two or more religious corporations; 04  (20) "state" means a state of the United States, the District of 05 Columbia, the Commonwealth of Puerto Rico, the Northern Marian Islands, Guam, the 06 Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, or any 07 other territory or possession of the United States; 08  (21) "trustee" means any person elected, appointed, or designated a 09 trustee of a trustee corporation organized under AS 10.41.100(b) - (e); 10  (22) "trustee corporation" means a corporation formed under 11 AS 10.41.100(b) that has conformed its articles to AS 10.41.105(a)(6)(B); 12  (23) "surviving corporation" means a corporation into which one or 13 more other corporations are merged; 14  (24) "vacancy," when used with respect to the body of trustees, means 15 any authorized position of trustee that is not then filled by a duly elected, appointed, 16 or designated trustee, whether caused by death, resignation, removal, change in the 17 authorized number of trustees, or other event; 18  (25) "verified" means certified as true under AS 09.63.040; 19  (26) "vote" includes authorization by written consent; 20  (27) "writing" includes any form of recorded message capable of 21 comprehension by ordinary visual means. 22 * Sec. 3. AS 10.20.005, 10.20.007, 10.20.011, 10.20.016, 10.20.021, 10.20.026, 10.20.031, 23 10.20.036, 10.20.041, 10.20.046, 10.20.051, 10.20.056, 10.20.061, 10.20.066, 10.20.071, 24 10.20.076, 10.20.081, 10.20.086, 10.20.091, 10.20.096, 10.20.101, 10.20.106, 10.20.111, 25 10.20.116, 10.20.121, 10.20.126, 10.20.131, 10.20.136, 10.20.141, 10.20.146, 10.20.151, 26 10.20.153, 10.20.156, 10.20.161, 10.20.166, 10.20.171, 10.20.176, 10.20.181, 10.20.186, 27 10.20.191, 10.20.196, 10.20.201, 10.20.206, 10.20.211, 10.20.216, 10.20.221, 10.20.226, 28 10.20.231, 10.20.236, 10.20.241, 10.20.246, 10.20.251, 10.20.256, 10.20.261, 10.20.266, 29 10.20.271, 10.20.275, 10.20.280, 10.20.290, 10.20.295, 10.20.300, 10.20.305, 10.20.310, 30 10.20.315, 10.20.320, 10.20.325, 10.20.335, 10.20.345, 10.20.355, 10.20.360, 10.20.365, 31 10.20.370, 10.20.380, 10.20.385, 10.20.390, 10.20.395, 10.20.400, 10.20.405, 10.20.410,

01 10.20.415, 10.20.420, 10.20.425, 10.20.430, 10.20.435, 10.20.440, 10.20.445, 10.20.450, 02 10.20.452, 10.20.455, 10.20.460, 10.20.465, 10.20.470, 10.20.471, 10.20.475, 10.20.480, 03 10.20.485, 10.20.490, 10.20.495, 10.20.500, 10.20.505, 10.20.510, 10.20.515, 10.20.520, 04 10.20.525, 10.20.530, 10.20.535, 10.20.540, 10.20.545, 10.20.550, 10.20.555, 10.20.560, 05 10.20.565, 10.20.570, 10.20.575, 10.20.580, 10.20.585, 10.20.590, 10.20.595, 10.20.600, 06 10.20.605, 10.20.610, 10.20.615, 10.20.620, 10.20.625, 10.20.630, 10.20.631, 10.20.635, 07 10.20.640, 10.20.645, 10.20.650, 10.20.655, 10.20.660, 10.20.665, 10.20.670, 10.20.673, 08 10.20.675, 10.20.680, 10.20.685, 10.20.690, 10.20.695, 10.20.700, 10.20.705, 10.20.710, 09 10.20.715, 10.20.720, 10.20.725; AS 10.40.010, 10.40.020, 10.40.030, 10.40.040, 10.40.050, 10 10.40.060, 10.40.070, 10.40.080, 10.40.090, 10.40.100, 10.40.105, 10.40.110, 10.40.120, 11 10.40.130, 10.40.140, 10.40.145, and 10.40.150 are repealed. 12 * Sec. 4. COURT RULES AMENDED BY AS 10.21. (a) AS 10.21.015(b)(1), enacted 13 by sec. 1 of this Act, amends Rule 19, Alaska Rules of Civil Procedure, by making all parties 14 to a contract covered by AS 10.21.015(b)(1) indispensable parties to certain actions under 15 AS 10.21.015(b)(1). 16 (b) AS 10.21.190(c), enacted by sec. 1 of this Act, amends 17 (1) Rule 79(f), Alaska Rules of Civil Procedure, by including discovery costs 18 generally in the costs that are to be awarded to certain successful plaintiffs; 19 (2) Rule 82, Alaska Rules of Civil Procedure, by requiring that certain 20 successful plaintiffs be awarded reasonable attorney fees without meeting the criteria in the 21 rules for varying the amount of the fees from the percentages established by the rule. 22 (c) AS 10.21.293(b), enacted by sec. 1 of this Act, amends Rule 65(b), Alaska Rules 23 of Civil Procedure, by establishing different criteria for extending a temporary restraining 24 order and by allowing extension until final adjudication. 25 (d) AS 10.21.295