Section 10.06.210. Articles of incorporation; optional provisions.

The articles of incorporation may set out
        (1) any of the following provisions, which are not effective unless expressly provided in the articles:
             (A) a provision granting, with or without limitations, the power to levy assessments on the shares or class of shares;
             (B) a provision removing from shareholders preemptive rights to subscribe to any or all issues of shares or securities;
             (C) special qualifications of persons who may be shareholders;
             (D) a provision limiting the duration of the corporation's existence to a specified date;
             (E) a provision restricting or eliminating the power of the board or of the outstanding shares to adopt, amend, or repeal provisions of the bylaws as provided in AS 10.06.228;
             (F) a provision requiring, for any corporate action except as provided in AS 10.06.460 and 10.06.605, the vote of a larger proportion or of all of the shares of a class or series, or the vote or quorum for taking action of a larger proportion or of all of the directors, than is otherwise required by this chapter;
             (G) a provision limiting or restricting the business in which the corporation may engage or the powers that the corporation may exercise or both;
             (H) a provision conferring on the holder of an evidence of indebtedness, issued or to be issued by the corporation, the right to vote in the election of directors and on any other matters on which shareholders may vote;
             (I) a provision conferring on shareholders the right to determine the consideration for which shares shall be issued;
             (J) a provision requiring the approval of the shareholders or the approval of the outstanding shares for a corporate action, even though not otherwise required by this chapter;
             (K) a provision that one or more classes or series of shares are redeemable as provided in AS 10.06.325;
             (L) a provision that confers or imposes the powers, duties, privileges, and liabilities of directors on delegates under AS 10.06.450;
             (M) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director; the articles of incorporation may not eliminate or limit the liability of a director for (i) a breach of a director's duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) wilful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than lawfully available funds; or (iv) a transaction from which the director derives an improper personal benefit; the provisions of this subparagraph do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by this subparagraph;
             (N) if the number of shares of a series is authorized to be fixed by the board, a provision authorizing the board, within the limits and restrictions stated in the articles or stated in a resolution of the board originally fixing the number of shares constituting a series, to increase or decrease, but not below the number of shares of the series then outstanding, the number of shares of a series after the issue of shares of that series; if the number of shares of a series are decreased, the shares constituting the decrease shall resume the status they had before the adoption of the resolution originally fixing the number of shares of the series;
        (2) reasonable restrictions on the right to transfer or hypothecate shares of a class or series, but a restriction is not binding on shares issued before the adoption of the restriction unless the holders of those shares voted in favor of the restriction;
        (3) the names and addresses of the persons appointed to act as initial directors;
        (4) any other provision not in conflict with this chapter for the management of the business and for the conduct of the affairs of the corporation, including any provision that is required or permitted by this chapter to be stated in the bylaws.

Authorities

10.06.230;10.06.960

Notes

Recent Bills that will modify this

SB 35 2015 REVISOR'S BILL

References

AS 10.06.230 Bylaws: number of directors and other content.
AS 10.06.960 Corporations organized under Alaska Native Claims Settlement Act.

History

(Sec. 1 ch 166 SLA 1988; am Sec. 1 ch 148 SLA 1988; am Sec. 59 ch 82 SLA 1989; am Sec. 11 ch 22 SLA 2015)