Section 10.06.230. Bylaws: number of directors and other content.

   (a) Unless a provision is contained in the articles, the bylaws must state the number of directors of the corporation or state that the number of directors may not be less than a stated number or more than a stated number, with the exact number of the directors to be fixed, within the limits specified, by approval of the board or the shareholders in the manner provided in the bylaws. If the articles provide for the number of directors, the number of directors may only be changed by an amendment to the articles.
   (b)   [Repealed, Sec. 59 ch 82 SLA 1989]. 
   (c) After the issuance of shares, a bylaw specifying or changing a fixed number of directors, or the maximum or minimum number of directors or changing from a fixed to a variable board or vice versa, shall be adopted by approval of the outstanding shares.
   (d) Notwithstanding (c) of this section, a bylaw or amendment of the articles of incorporation reducing the fixed or minimum number of directors to a number less than five may not be adopted if the number of votes cast against its adoption at a meeting is more than 16 2/3 percent of the outstanding shares entitled to vote.
   (e) The bylaws may contain any provision, not in conflict with law or the articles of incorporation, for the management of the business of the corporation and for the conduct of the affairs of the corporation, including but not limited to,
        (1) a provision referred to in AS 10.06.210(2), (3), or (4);
        (2) the time, place, and manner of calling, conducting, and giving notice of meetings of shareholders, directors, and committees;
        (3) the manner of execution, revocation, and use of proxies;
        (4) the qualifications, duties, and compensation of directors; the time of their annual election; and the requirements of a quorum for directors' and committee meetings;
        (5) the appointment and authority of committees of the board;
        (6) the appointment, duties, compensation, and tenure of officers;
        (7) the mode of determination of holders of record of the shares of the corporation;
        (8) the making of annual reports and financial statements to the shareholders.

Authorities

10.06.228;10.06.453

Notes

References

AS 10.06.228 Bylaws: adoption, amendment or repeal.
AS 10.06.453 Number, election, and tenure of directors; initial directors.

History

(Sec. 1 ch 166 SLA 1988; am Sec. 5, 59 ch 82 SLA 1989)