00                            HOUSE BILL NO. 354                                                                          
01 "An Act allowing certain corporations to prohibit the use of discretionary proxies."                                    
02 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:                                                                
03    * Section 1.  AS 10.06.418 is amended by adding a new subsection to read:                                          
04            (h)  Unless the provision would violate the articles of the corporation, a                                   
05       corporation may include a provision in its bylaws that limits proxy voting to the use of                      
06       proxies that both                                                                                                 
07                 (1)  direct the proxy holder to vote for a person identified in the proxy;                              
08       and                                                                                                               
09                 (2)  do not give the proxy holder the discretion to direct the holder's                                 
10       proxy vote to a person selected by the proxy holder or by another person.                                         
11    * Sec. 2.  The uncodified law of the State of Alaska is amended by adding a new section to                         
12 read:                                                                                                                   
13       APPLICABILITY.  (a)  Notwithstanding inclusion in a corporation's bylaws of a                                     
14 bylaw limiting proxies under AS 10.06.418(h), enacted by sec. 1 of this Act, if a proxy holder                          
15 has, before the effective date of this Act, been given an unexpired or irrevocable proxy that                           

01 conflicts with the bylaw and if the proxy has not expired before the adoption of the bylaw, the                         
02 proxy holder may continue to vote that proxy according to its terms on and after the adoption                           
03 of the bylaw until the proxy expires.  In this section,                                                                 
04            (1)  "irrevocable proxy" means a proxy that is irrevocable under                                             
05 AS 10.06.418(e);                                                                                                        
06            (2)  "proxy" has the meaning given in AS 10.06.990;                                                          
07            (3)  "unexpired proxy" means a proxy that has not been revoked and is still                                  
08 valid under AS 10.06.418.