This chapter may be cited as the Alaska Cooperative Corporation Act.
Unless restricted by the articles, stock other than membership stock may be issued or transferred without limitation.
Shareholders have no preemptive right to purchase additional shares.
A cooperative that fails to pay the annual license fee before August 15 shall pay a penalty of $10 for each year or part of a year of delinquency.
The articles may require that members own one or more shares of membership stock, and may provide limitations on the issuance and transferability of the stock.
The department has the power and authority reasonably necessary to administer this chapter efficiently and to perform the duties imposed by this chapter.
Ten percent of voting members, in person or by proxy, if district delegates, constitute a quorum for an annual or special meeting unless the bylaws provide for a greater number.
The fee for recording the contract is the same as for recording a chattel mortgage. The fee for recording the names of parties to each contract is two cents for each name.
Duplicate originals of the articles of amendment shall be filed, and a certificate of amendment shall be issued and delivered to the commissioner.
Directors constituting the initial board hold office until the first annual meeting of the members and until their successors are elected and take office.
When shares are acquired, recalled, exchanged or redeemed by the cooperative, they are restored to the status of authorized but unissued shares.
Three or more natural persons at least 19 years of age may act as incorporators of a cooperative by signing and delivering articles for the cooperative in duplicate to the commissioner.
The license fee of each cooperative shall be established by the department by regulation.
Repealed or Renumbered
Article 08. MISCELLANEOUS PROVISIONS
If the articles require the vote of a greater proportion of the members or shareholders than required by this chapter, the articles control.
The board of directors shall adopt the initial bylaws of a cooperative. The members of the cooperative may alter, amend or repeal the bylaws or adopt new bylaws. Bylaws may contain provisions for the regulation and management of the affairs of the cooperative not inconsistent with law or the articles.
A cooperative may be organized under this chapter for any lawful purpose, except for the purpose of banking or insurance or the furnishing of electric or telephone service.
This chapter may be amended, repealed, or modified, but an amendment, repeal, or modification does not affect vested rights or take away or impair a remedy for a liability that has been previously incurred.
A subscription for shares of a cooperative is irrevocable for six months unless otherwise provided by the subscription agreement, or unless all subscribers consent to the revocation.
A registered agent appointed by a cooperative is an agent of the cooperative upon whom process, notice or demand required or permitted by law to be served upon the cooperative may be served.
Two or more cooperatives may contract and act in association, corporate or otherwise, to perform collectively any of their powers or purposes authorized by this chapter.
A cooperative organized with capital stock may pay the dividend upon capital stock authorized by its articles if its capital is not impaired and would not be impaired by the payment.
Unless the bylaws provide otherwise, a vacancy in the board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board. The director elected to fill a vacancy serves for the unexpired term of the director's predecessor in office.
A cooperative may record a contract authorized by this chapter in the office of the recorder of the recording district in which the member resides or in which the products covered by the contract have been or are to be produced.
Whenever a notice is required to be given to a member or director of a cooperative under this chapter or under the articles or bylaws of a cooperative, a waiver of notice in writing signed by the person entitled to the notice, before or after the time stated in the notice, is equivalent to the giving of the notice.
The department may not file a document until all fees and charges required to be paid have been paid or while the cooperative is in default in the payment of fees, charges or penalties provided in this chapter to be paid by or assessed against it.
After adoption of the plan, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned under provisions, if any, set forth in the plan of merger or consolidation.
The recorder shall number consecutively and record each contract, and shall record alphabetically in a book to be kept for that purpose the name of each party to the contract and enter opposite that name the record number of the contract and its effective date as to that party. The record book shall be available for public inspection.
Upon adoption of the plan of merger or consolidation, articles of merger or articles of consolidation, as the case may be, shall be executed in duplicate by each cooperative by its president or a vice-president and by its secretary or an assistant secretary.
Except for a debt lawfully contracted between a member and the cooperative, a member is not liable for the debts of the cooperative in an amount exceeding the sum remaining unpaid on the member's subscription for shares of the cooperative, and the sum remaining unpaid on the member's membership fee if a fee is required by the cooperative.
After authorization by votes of members and shareholders, the board may abandon the sale, lease, exchange or other disposition of all or substantially all assets subject to the rights of third parties under a contract relating thereto, without further action or approval by members or shareholders.
Each cooperative not organized and operated for nonprofit religious, charitable, cemetery, or educational purposes shall pay to the department a biennial license fee. The fee shall be paid before July 2 of the reporting year.
The provisions of AS 10.06 (Alaska Corporations Code) relating to restated articles of business corporations apply to cooperatives, except that the restated articles need not set forth the amount of stated capital.
Article 04. MERGER, CONSOLIDATION, AND CONVERSION OF CORPORATION INTO COOPERATIVE
An amendment does not affect an existing cause of action in favor of or against the cooperative, or a pending suit to which the cooperative is a party, or the existing rights of persons other than members or affected shareholders. If the cooperative's name is changed by amendment, a suit brought by or against the cooperative under its former name does not abate for that reason.
AS 10.06.420 relating to voting of shares in business corporations applies to shareholders of cooperatives and shares of the capital stock of cooperatives other than membership stock.
Repealed or Renumbered
A cooperative, including a cooperative that requires a membership fee rather than the holding of membership stock as a prerequisite of membership, may issue the number of shares of capital stock stated in its articles. The shares may be divided into more than one class with the designations, preferences, limitations and relative rights stated in the articles, except that capital stock has no voting power except as specifically authorized in this chapter.
Two or more cooperatives may merge or consolidate pursuant to a plan of merger or consolidation adopted in the manner provided in AS 10.15.405 - 10.15.415.
At the first annual meeting and at subsequent meetings, directors shall be elected by the members in the manner and for the term of office provided in the bylaws, but not to exceed three years. Each director shall enter immediately upon the discharge of the director's duties and, subject to resignation or removal, shall hold office for the term for which elected and until a successor takes office.
This chapter applies to the fullest extent permitted by the laws and constitution of the United States and of the state to all existing cooperative associations incorporated under a previously existing law of the state relating to incorporation of cooperative associations. However, this section does not apply to cooperatives organized to generate and transmit electric energy and power or to furnish electric or telephone service.
After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles shall be held, either inside or outside the state, at the call of a majority of the incorporators for the purpose of adopting bylaws, electing officers and transacting such other business as may come before the meeting.
Article 03. AMENDMENT OF ARTICLES
It is not necessary to make members or shareholders parties to an action or proceeding under AS 10.15.510 unless relief is sought against them personally.
In an action brought in the right of a cooperative by fewer than three percent of the members or by holders of less than three percent of an outstanding class of stock, the defendants may require the plaintiff to give security for the reasonable expenses of defending the action, including attorney fees. The amount of the security may be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive.
The provisions in AS 10.06 (Alaska Corporations Code) relating to involuntary dissolution of business corporations and to the cancellation of certain corporate filings apply to cooperatives.
No acquisition, recall, or redemption of stock or other evidence of equity may be made if the result would be to bring the value of the remaining assets of the cooperative below the aggregate of its indebtedness. The articles may provide limitations on the right of a cooperative to acquire, recall, exchange, or redeem its shares or other evidences of equity.
Upon the issuance of the certificate of incorporation, the corporate existence begins, and the certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the cooperative has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the cooperative.
Action required by this chapter to be taken at a meeting of the members or directors of a cooperative, or any other action that may be taken at a meeting of the members, directors, or members of the executive committee, may be taken without a meeting if a consent in writing setting forth the action taken is signed by all of the members, directors, or executive committee members entitled to vote. This consent has the force and effect of a unanimous vote at a meeting.
A cooperative may amend its articles from time to time as may be desired, so long as its articles as amended contain only those provisions which might be lawfully contained in the original articles at the time of making the amendment, and, if a change in shares or the rights of shareholders or members, or an exchange, reclassification, or cancellation of shares or the rights of shareholders or members is to be made, those provisions necessary to effect the change, exchange, reclassification, or cancellation.
A director may be removed upon a majority vote of all members voting in person at a member meeting. Before a vote for removal may be taken, written reasons for removal of the director shall be presented at a meeting of members and the director sought to be removed shall have an opportunity to answer the reasons at that meeting. The written statement of reasons for removal shall be filed with the minutes of the meeting. The bylaws may contain other provisions for the removal of a director consistent with the provisions of this section.
If the department fails to approve articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved before the document is filed, the procedure and remedies are those specified in AS 10.06 (Alaska Corporations Code) as to business corporations.
A stock certificate may not be issued except upon payment of the par value of the shares it represents if the shares have par value, or if the shares are without par value, upon payment of the consideration for the shares expressed in dollars as fixed for the shares by the board. Payment for shares may be in cash or other tangible or intangible property. If payment is made in property other than cash, the value of the property shall be determined by the board. The determination, if made in good faith, is conclusive.
A cooperative may record in the office of the recorder where the contract was originally recorded a sworn list of the names of all persons whose contracts have been terminated in a manner other than by expiration of their term. The recorder shall stamp 'expired' after the name of each of those persons in the alphabetical record. The fee for the recording and stamping shall be established by the department by regulation.
A domestic corporation may convert itself into a cooperative by adopting an amendment to its articles by which it elects to become subject to this chapter, together with changes in its articles required by this chapter and other changes permitted by this chapter which it determines desirable. The amendment shall be adopted and filed, and becomes effective, as provided by the law applicable to the domestic corporation.
The apportionment, distribution, and payment of net proceeds or savings required by AS 10.15.275 may be in cash, credits, capital stock, certificates of interest, revolving fund certificates, letters of advice or other securities or certificates issued by the cooperative or by an affiliated domestic or foreign cooperative association whether or not incorporated under this chapter.
A cooperative, at any time prior to the issuance of a certificate of dissolution by the department, may revoke a voluntary dissolution proceeding by adoption of a resolution of revocation in the same manner and by the same vote of members and shareholders required by this chapter for adoption of a resolution to dissolve.
The biennial report shall be made on forms furnished by the department. The information contained in the biennial report shall be given as of June 30 of the reporting year. The biennial report is delinquent if not filed before August 1 of each odd or even year as provided in this section. A corporation that is delinquent is subject to involuntary dissolution under AS 10.15.505 .
The articles of merger or consolidation must set out
(1) the plan of merger or plan of consolidation;
(2) the date of adoption of the plan;
(3) as to each cooperative, the number of member votes cast for and against the plan;
(4) as to each cooperative, the number, if any, of shareholders, the number of shareholder votes entitled to be voted on the plan, and the number of shareholder votes cast for and against the plan.
The contract referred to in AS 10.15.215 may fix and require liquidated damages to be paid by the member to the cooperative in the event of a breach of the contract by the member. Liquidated damages may be a percentage of the value or a specified amount per unit of the products, goods or services involved by the breach, or a specific sum.
A cooperative may change its registered office or registered agent under the procedure set out in AS 10.06.165 , and a person who has been designated by a cooperative as its registered agent may resign under the procedure set out in AS 10.06.170 .
If the cooperative has substantially uniform contracts with more than one member residing or producing the products in a recording district, it may, instead of recording the original contracts, record
(1) a true copy of the uniform contract; and
(2) a sworn list of the names of members who have executed the contract and who reside or produce the products in the recording district, and the effective date of the contract as to each member.
(1) 'new cooperative' means the new cooperative provided for in the plan of consolidation;
(2) 'surviving cooperative' means the cooperative designated in the plan of merger as the surviving cooperative.
Article 05. DISSOLUTION
If anything is recovered or obtained as the result of an action under AS 10.15.200 , whether by compromise and settlement or by judgment, the court may award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorney fees, out of the proceeds of the recovery, and may direct the plaintiff to account to the cooperative for the remainder of the proceeds.
A cooperative may provide in its bylaws (1) for the formation of districts, and the holding of member meetings by districts and the holding of elections of directors at district meetings; and (2) that delegates may be elected at district meetings to represent their districts in annual and special meetings of the members. Notice of district meetings shall be given in the same manner as prescribed in AS 10.15.120 for member meetings.
(a) A person other than a cooperative association incorporated under this chapter or a previous law of the state may not use the term 'cooperative,' or any variation of the term, as part of its corporate or other business name or title. However, this section does not apply to cooperatives organized to generate and transmit electric energy and power or to furnish electric or telephone service.
(b) A cooperative may enjoin a violation of this section upon suit without a showing of damage to itself.
Each cooperative shall continuously maintain in this state a registered
(1) office which may, but need not be, the same as its place of business;
(2) agent, who may be either an individual resident in the state whose business office is identical with the registered office, or a domestic corporation having a business office identical with the registered office, or a foreign corporation authorized to transact business in the state and having a business office identical with the registered office.
For the purposes of AS 10.15.275 - 10.15.290 net proceeds or savings or net losses shall be computed in accordance with generally accepted accounting principles applicable to cooperative corporations, and after deducting from gross proceeds or savings dividends paid upon capital stock.
The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a cooperative, when made in the usual and regular course of the business of the cooperative, may be made on the terms and conditions and for the consideration authorized by the board. The consideration may consist in whole or in part of money or real or personal property, including shares of another cooperative, corporation or association, domestic or foreign, as authorized by its board. Authorization or consent of members or shareholders is not required.
It is not necessary to set forth in the articles the corporate powers enumerated in this chapter. The articles may include additional provisions, not inconsistent with law, for the regulation of the internal affairs of the cooperative, including any provision which under this chapter is required or permitted to be set forth in the bylaws. A provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.
The name of a cooperative association must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations under AS 44.62 (Administrative Procedure Act) to implement this section. In this section, 'organized entity' and 'reserved or registered name' have the meanings given in AS 10.35.040 .
Article 09. GENERAL PROVISIONS
The board of each cooperative, upon approving the plan of merger or plan of consolidation, shall by resolution direct that the plan be submitted to a vote at a meeting of members and shareholders, or if there are no shareholders at an annual or a special meeting of members. Written notice shall be given to each member and each shareholder in the manner provided in this chapter for meetings of members, and adoption of the plan shall be by affirmative vote of a majority of the member votes cast and affirmative vote of a majority of shareholder votes entitled to be cast.
(a) Duplicate originals of the statement of revocation of voluntary dissolution proceedings shall be handled by the department in the same manner as provided by this chapter for filing of a statement of intent to dissolve.
(b) Upon the filing by the department of the statement of revocation of voluntary dissolution proceedings, a revocation of the voluntary dissolution proceedings is effective and the cooperative may again carry on its business.
(a) Upon finding that the articles conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid,
(1) stamp on each duplicate original the word 'filed' and the date of the filing;
(2) file one duplicate original in the commissioner's office;
(3) issue a certificate of incorporation and affix the other duplicate original to the certificate.
(b) The certificate of incorporation together with the duplicate original affixed to it by the commissioner shall be returned to the incorporators or their representative.
A distribution of net margins by a cooperative or a redemption of or payment based upon a security, which remains unclaimed six years after the date authorized for payment, redemption, or retirement may be forfeited by the board. The amount forfeited may revert to the cooperative, if, at least six months prior to the declared date of forfeiture, notice that the payment is available has been mailed to the last known address of the person shown by the cooperative's records to be entitled to it or, if the address is unknown, is published as provided by law for the publication of summons.
(a) In the event of a change of an officer or director of a corporation during the year following the filing of the biennial report, the corporation shall file notice of change amending that report before July 2 of that year.
(b) The notice shall be filed in the office of the commissioner and must state the name and current address of a director or officer not stated in the corporation's last filed biennial report, and the name of the person replaced and the office held. The notice shall be signed by an officer of the corporation.
Article 02. FORMATION OF COOPERATIVES
A foreign cooperative which has a member residing in the state, and which distributes its proceeds and savings according to this chapter or the law of the state where it is incorporated, is entitled to all rights, exemptions, and privileges of a cooperative organized under this chapter, if it is authorized to do business in the state as provided in AS 10.06 (Alaska Corporations Code).
Article 07. FEES, CHARGES, AND PENALTIES
(a) The board of directors shall manage the business and affairs of a cooperative. Each director shall be a member or a representative of a member who is not a natural person. Unless the bylaws otherwise provide, directors need not be residents of this state. The bylaws may prescribe other qualifications for directors and may provide that directors be from specified state districts.
(b) The board of directors shall consist of at least three members. The number of directors shall be fixed or determined by the bylaws, except that the number constituting the initial board shall be fixed by the articles.
When a contract recorded under AS 10.15.230 - 10.15.260 has been terminated in any manner, the cooperative shall upon demand, give a statement of termination to the member party to the contract, who may record the statement in the office of the recorder where the contract was originally recorded. The recorder shall stamp 'expired' after the name of the member in the alphabetical record. The fee for the recording and stamping shall be established by the department by regulation.
If the department finds that the biennial report conforms to the requirements of this chapter, it shall accept it. If the biennial report does not conform to the requirements of this chapter, the department shall return it to the cooperative for necessary corrections, in which event the penalties prescribed in this chapter for failure to file the statement within the time provided in AS 10.15.325 do not apply, if the statement is corrected to conform to the requirements of this chapter and returned to the department within 60 days after the report has been returned to the cooperative.
(a) Duplicate originals of the statement of intent to dissolve shall be filed and handled by the department in the manner provided in AS 10.06 (Alaska Corporations Code) with respect to business corporations.
(b) The filing of a statement of intent to dissolve has the same effect as to the cooperative as is provided in AS 10.06 (Alaska Corporations Code) for business corporations.
Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner, who, upon finding the articles conform to law, shall, when all fees and charges prescribed in this chapter have been paid,
(1) endorse on each duplicate original the word 'filed' and the date of the filing;
(2) file one of the duplicate originals in the commissioner's office;
(3) issue and deliver to the surviving or new cooperative or to its representative, a certificate of merger or a certificate of consolidation to which the commissioner shall affix the other duplicate original, and the merger or consolidation is effective upon the issuance of the certificate.
(a) Membership in a cooperative is conditioned on ownership of a share of membership stock or payment of a membership fee as set forth in the articles. However, the bylaws of a cooperative may authorize membership conditioned upon payment of part of the membership fee or payment for part of the membership stock subscribed for and compliance with an agreement to pay the balance.
(b) The bylaws of the cooperative shall set forth the qualifications for membership and method of acceptance of members; however, the bylaws may not deny membership privileges or votes to any owner or holder of a producer's certificate of equity if they own or hold payable or past due certificates of $2,500 or more.
(c) Bylaws may provide for termination of membership and the conditions and terms of termination.
(a) If the bylaws provide, the board may elect an executive committee consisting of three or more directors which, to the extent provided in the bylaws of the cooperative, may exercise all the authority of the board in the management of the cooperative, except for
(1) apportionment or distribution of net proceeds, savings or losses;
(2) selection of officers;
(3) filling of vacancies in the board or the executive committee.
(b) The board may elect other directors as alternates for members of the executive committee.
(c) Designation of an executive committee and the delegation to it of authority does not relieve the board or a member of the board of any responsibility imposed by law.
Unless the articles provide otherwise, a cooperative may recall membership stock upon termination of membership, and acquire, exchange, redeem, and reissue its own shares or other evidences of equity. The consideration paid for shares of membership stock recalled by the cooperative shall be the par value of the shares plus accrued and unpaid dividends, if any. However, if the shares have no par value the consideration paid shall be the consideration in dollars for which the shares were issued plus accrued and unpaid dividends. The cooperative may set off obligations to it of the holder of membership stock or other evidence of equity.
Upon the adoption of the resolution of revocation, a statement of revocation of voluntary dissolution proceedings shall be executed in duplicate by the cooperative by its president or a vice-president and its secretary or an assistant secretary and must set out a copy of the adopted resolution and other pertinent information as required by AS 10.15.460 and 10.15.465 to be set out in a statement of intent to dissolve.
In addition to the remedies provided in AS 10.15.265 (b), a person who knowingly and maliciously induces or attempts to induce a member of a cooperative to breach a contract with the cooperative authorized by this chapter, or who knowingly or maliciously spreads a false report about the finances or management of a cooperative is liable, in a civil action, to the cooperative aggrieved, in the penal sum of $500 for each offense.
The net proceeds or savings of a cooperative shall be apportioned, distributed and paid periodically to the persons entitled to receive them at the times and in the reasonable manner as the bylaws provide. However, net proceeds or savings on patronage of the cooperative by its members shall be apportioned and distributed among these members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period. The bylaws may contain reasonable provisions for the apportionment and charging of net losses. For the purposes of this section work performed as a member of a workers' cooperative is considered as patronage of that cooperative.
(a) Apportionment and distribution of net proceeds or savings or net losses may be separately determined for and be based upon patronage of single or multiple pools, particular departments of the cooperative, or as to particular commodities, supplies or services, or upon classification of patronage according to the type of patronage.
(b) A cooperative may provide in its bylaws the minimum amount of a single patronage transaction to be taken into account for the purpose of participation in allocation and distribution of net proceeds or savings or net losses under AS 10.15.275 - 10.15.290.
Each certificate of stock of a cooperative must bear the manual or facsimile signature of a principal officer and must include the following information:
(1) the name of the cooperative, number and class of the shares represented by the certificate, the par value of each share or a statement that the shares are without par value, and if the shares are membership stock, that designation;
(2) any restrictions on the issuance or transfer of the shares;
(3) if more than one class of stock is authorized or if stock is authorized in a cooperative that requires a membership fee of its members, designation of the several classes of stock and the respective preferences, limitations, and relative rights of the classes; instead of a full statement, the information required by this paragraph may be given in summary form.
(a) A cooperative shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its members, board and executive committee. It shall keep at its principal office records of the names and addresses of all members and shareholders. At any reasonable time, a member or shareholder, or an agent or attorney for the member or shareholder, upon written notice stating the purpose, may examine for any proper purpose books or records pertinent to the purpose specified in the notice and may make extracts from the books or records.
(b) In an action or proceeding to enforce the right of a member or shareholder provided in (a) of this section, if the member or shareholder prevails in the action or proceeding, there shall be allowed to the member or shareholder, as a part of costs, a reasonable amount to be fixed by the court as attorney fees for the prosecution of the action or proceeding.
(a) Duplicate originals of the articles of dissolution shall be filed and a certificate of dissolution shall be issued as provided in AS 10.06 (Alaska Corporations Code).
(b) The certificate of dissolution together with the duplicate original of the articles of dissolution affixed to it by the department shall be returned to the representative of the dissolved cooperative. Upon the issuance of the certificate of dissolution the existence of the cooperative ceases, except for the purpose of suits, other proceedings and appropriate corporate action by members, shareholders, directors and officers as provided in this chapter.
It is the public policy of the state to encourage the efficient production and distribution of agricultural and other products derived from its natural resources or labor resources. Accordingly, a cooperative that operates in compliance with the provisions of this chapter and that does not, during its fiscal year, market products for nonmember patrons in an amount greater in value than the products marketed for its members is not a conspiracy or combination in restraint of trade, or an illegal monopoly. The contracts of a cooperative authorized by this chapter, whether or not required by the cooperative as a condition of membership or of doing business with the cooperative, may not be construed as an unlawful restraint of trade, or as part of a conspiracy or combination to accomplish an improper or illegal purpose or act.
For the purpose of determining shareholders entitled to notice of or to vote at meetings, or entitled to receive payment of a dividend, the bylaws may fix in advance a date as the record date for the determination of shareholders. The date shall be not more than 50 days and not less than 10 days prior to the date on which the particular action requiring the determination of shareholders is to be taken. If no record date is fixed by the bylaws, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, is the record date for the determination of shareholders. When a determination of shareholders entitled to vote at a meeting is made as provided in this section, the determination applies to any adjournment of that meeting.
Unless the bylaws provide otherwise,
(1) only the members of the cooperative may establish compensation or other benefits for a director, not available generally to officers and employees, for services as a director;
(2) a director may not hold, during a term as director, a position in the cooperative on regular salary;
(3) the board may provide, for prior or future services of an officer or employee, reasonable compensation, pension, or other benefits to the officer or employee and pension or other benefits to a member of the family of the officer or employee or the beneficiaries of the officer or employee; an officer or employee who is a director may not take part in a vote on compensation for services rendered or to be rendered to the cooperative by that officer or employee.
(a) A cooperative may be dissolved by the act of the cooperative, when authorized in the manner set out in this section.
(b) The board shall adopt a resolution directing the question of dissolution to be submitted to a vote at an annual or special meeting of members.
(c) Written notice shall be given to each member in the manner provided in this chapter for the giving of notice of meetings of members, and must state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the cooperative.
(d) At the meeting a vote of members shall be taken on a resolution to dissolve the cooperative. The resolution is adopted if it receives the affirmative vote of two-thirds of the member votes cast. The articles may permit shareholders to vote on a resolution for dissolution, and may fix the proportion of authorized shareholder votes required for adoption.
Recording under AS 10.15.230 - 10.15.260 operates as a constructive notice to all persons of the existence and contents of the contract. Any right, title, interest, or lien created as to the products covered by the contract subsequent to the recording is subject to the cooperative's right, title, or interest under the contract. If the member creates a mortgage upon any products subsequent to the recording of the contract, and if the member and the mortgagee jointly notify the cooperative in writing of the existence and amount of the mortgage, all payments from the cooperative to the member which become due after the notice by reason of the cooperative's sale or other handling of the products shall be paid to the mortgagee until the amount of the mortgage has been paid, and the balance thereafter shall be paid to the member.
(a) The principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. The officers shall be elected annually by the board at the time and in the manner the bylaws provide. The offices of secretary and treasurer may be combined in one person. Each principal officer except the secretary and the treasurer, and one of the vice presidents if the bylaws provide for more than one, shall be a director of the cooperative. The manager of a cooperative may hold the office of vice president if more than one vice president is provided for in the bylaws.
(b) Other officers may be chosen by the board.
(c) Officers have the authority and shall perform the duties the bylaws provide, or as the board determines, not inconsistent with the bylaws. Any officer may be removed by the board whenever in its judgment the best interests of the cooperative will be served by removal. Election or appointment of an officer does not of itself create contract rights.
The board of each cooperative shall, by resolution adopted by each board, approve a plan of merger or consolidation setting forth
(1) the names of the cooperatives proposing to merge or consolidate, and the name of the cooperative into which they propose to merge or the name of the new cooperative into which they proposed to consolidate;
(2) the terms and conditions of the proposed merger or consolidation;
(3) the effect of the proposed merger or consolidation on all members and shareholders of each of the cooperatives;
(4) in the case of a plan for consolidation, the articles of the new cooperative, which must include all of the statements required to be set forth in articles for cooperatives organized under this chapter;
(5) other provisions with respect to the proposed merger or consolidation considered necessary or desirable.
(a) The department shall establish by regulation and charge and collect from a cooperative fees for filing
(1) articles of incorporation or articles of consolidation for a new cooperative;
(2) articles of amendment, restated articles, or articles of merger;
(3) statement of intent to dissolve;
(4) statement of revocation of voluntary dissolution proceedings;
(5) articles of dissolution;
(6) all other statements.
(b) The department may by regulation charge each cooperative corporation subject to this chapter a fixed fee in place of charging cooperative corporations the various fees specified in this chapter and for routine administrative services rendered to the cooperative corporation by the department. Fixed fees established under this subsection must be based on the department's actual cost of administering the activity or service for which the fee is charged.
Upon the adoption of the resolution, a statement of intent to dissolve shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out
(1) the name of the cooperative;
(2) the names and addresses of its officers;
(3) the names and addresses of its directors;
(4) a copy of the resolution adopted authorizing the dissolution of the cooperative;
(5) the date of the adoption of the resolution;
(6) the number of member votes for and against the resolution;
(7) if shareholders were authorized to vote on the resolution, the total number of authorized shareholder votes, the number of votes cast for and against the resolution, and the number of votes required by the articles for adoption.
Contracts for any of the following purposes, whether contained in the bylaws or separately written, are valid when made between a cooperative and a member in which the member agrees to
(1) sell, market or deliver to or through the cooperative or facilities furnished by it all or a specified part of products produced by the member or under the control of the member;
(2) authorize the cooperative or facilities furnished by it to act for the member in any manner with respect to all or a specified part of products produced by the member or under the control of the member;
(3) buy or procure from or through the cooperative or facilities furnished by it all or a specified part of goods or services to be bought or produced by the member;
(4) authorize the cooperative or facilities furnished by it to act for the member in any manner in the procurement of goods or the procurement of performance of services.
(a) In the event of a breach or threatened breach of a cooperative contract authorized by this chapter, the cooperative is entitled to an injunction to prevent the breach or a further breach, and to a decree of specific performance of the contract. Upon filing of a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the cooperative is entitled to a temporary restraining order.
(b) A person who, with knowledge that a contract exists, induces or attempts to induce a member to breach the contract with the cooperative, or who in any manner aids a breach of the contract, is liable to the cooperative for damages caused by the interference. The cooperative is also entitled to an injunction to prevent any interference or further interference with the contract.
(a) Regular or special meetings of the board may be held inside or outside the state.
(b) Regular meetings of the board may be held with or without notice as prescribed in the bylaws. Special meetings of the board shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
(c) Unless the bylaws provide otherwise, the purpose of a meeting of the board need not be specified in the notice of the meeting.
(d) Unless a greater number is required in the bylaws, a majority of the members of the board determined pursuant to the bylaws or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles constitutes a quorum for the transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present is the act of the board.
(a) If the surviving or new corporation is a cooperative, the effect of the merger or consolidation is the same as provided in this chapter for the merger or consolidation of cooperatives.
(b) If the surviving or new corporation is a domestic corporation, the effect of the merger or consolidation is the same as provided in AS 10.06 (Alaska Corporations Code) for the merger or consolidation of domestic corporations.
(c) If the surviving or new corporation or cooperative is governed by the laws of another state, the effect of the merger or consolidation is the same as in the case of the merger or consolidation of cooperatives or domestic corporations, as the case may be, except insofar as the laws of the other state provide otherwise.
In this chapter, unless the context otherwise requires,
(1) 'articles' means articles of incorporation;
(2) 'board' means board of directors;
(3) 'commissioner' means the commissioner of commerce, community, and economic development;
(4) 'cooperative' means a cooperative corporation subject to the provisions of this chapter;
(5) 'corporation' means a corporation that is not a cooperative;
(6) 'court' means superior court;
(7) 'department' means the Department of Commerce, Community, and Economic Development;
(8) 'foreign cooperative' means a cooperative corporation organized under laws other than the laws of this state;
(9) 'member' means a person who has been qualified and accepted for membership in a cooperative;
(10) 'membership stock' means a class of stock, continuous ownership of which is required for membership in a cooperative;
(11) 'shareholder' means a holder of shares of capital stock of a cooperative other than membership stock.
(a) An amendment to the articles shall be made in the manner set out in this section.
(b) The board shall adopt a resolution setting forth the proposed amendment and directing it to be submitted to a vote at an annual or special meeting of the members of the cooperative.
(c) Written notice setting out the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each member of record within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed amendment or the summary may be included in the notice of the annual meeting.
(d) At the meeting the members shall vote on the proposed amendment. The proposed amendment is adopted if it receives the affirmative vote of a majority of the member votes cast. If shareholders are entitled by this chapter to vote on the proposed amendment, the proposed amendment is adopted if it receives the approval of shareholders as specified in this chapter, as well as the affirmative vote of a majority of member votes cast. Any number of amendments may be submitted to the members and voted upon by them at one meeting.
Upon the voluntary or involuntary dissolution of a cooperative, the portion of the assets distributable to a creditor, member, shareholder, or patron or other person unknown or who cannot be found, or who is under a disability with no person legally competent to receive the distributive portion, shall be reduced to cash and, within six months after the final dividend in the liquidation or winding up is payable, shall be deposited with the department. The receiver or other liquidating agent shall prepare in duplicate a statement containing the names and last known addresses of the persons entitled to the funds and shall file the statement with the department. The department shall handle the funds in accordance with AS 34.45.110 - 34.45.780.
Article 06. FOREIGN COOPERATIVES
Following adoption of an amendment to the articles, it shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out
(1) the name of the cooperative;
(2) if an amendment changes a provision of the original or amended articles, an identification by reference or description of the affected provision and a statement of its text as it is amended to read, or, if an amendment strikes or deletes a provision of the original or amended articles, an identification by reference or description of the provision stricken or deleted and a statement that it is stricken or deleted, and, if the amendment is an addition to the original or amended articles, a statement of that fact and the full text of the provision added;
(3) the date of the adoption of the amendment by the members;
(4) the numbers of members voting for and against the amendment;
(5) if affected shareholders had the right to vote, the number of affected shareholders, the number of shareholder votes entitled to be voted on the amendment, and the number of shareholder votes cast for and against the amendment.
If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the cooperative have been paid and discharged, or adequate provision has been made for their payment and discharge, and all of the remaining property and assets of the cooperative have been distributed to the persons entitled to them, articles of dissolution shall be executed in duplicate by the cooperative by its president or a vice-president and its secretary or an assistant secretary. The articles of dissolution must set out
(1) the name of the cooperative;
(2) that the department has filed a statement of intent to dissolve the cooperative and the date on which the statement was filed;
(3) that all the property and assets of the cooperative remaining after payment or discharge, or adequate provision for payment or discharge of all debts, obligations, and liabilities of the cooperative, have been distributed to the persons entitled to them in accordance with their rights and interests;
(4) that there are no suits pending against the cooperative in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending suit.
(a) An action may not be instituted or maintained in the right of a cooperative by a member or shareholder unless that person
(1) alleges in the complaint that the person was a member or shareholder of record when a part of the transaction of which the person complains took place, or that membership or stock afterwards devolved on the person by operation of law from a person who was a member or shareholder at that time;
(2) alleges in the complaint with particularity efforts of the person to secure from the board the action desired, that the person has either informed the cooperative or board in writing of the ultimate facts of each cause of action against each director or that the person has delivered to the cooperative or board a copy of the complaint that the person proposes to file, and states the reasons for failure of the person to obtain action or the reasons for not making the effort;
(3) files a complaint in the action within 20 days after notification given to the cooperative or board as provided by (2) of this subsection.
(b) The action may not be dismissed or compromised without the approval of the court.
(a) When a certificate for a security issued by a cooperative is missing, the cooperative shall issue a duplicate certificate upon the request of the owner and upon the furnishing of the indemnity required by the cooperative.
(b) When records showing ownership of securities are missing or if records upon which the apportionment of securities is based are missing, and in either case if the information which is missing is necessary to a proposed redemption of the securities, the cooperative may give notice and redeem the securities as follows:
(1) the cooperative shall set aside an amount equal to the value of the securities to be redeemed;
(2) the cooperative shall give notice of the redemption to all owners of securities of whom the cooperative has knowledge;
(3) if the ownership of any securities is unknown to the cooperative, it shall publish notice of the redemption at least once a month for four months in a newspaper of general circulation in the judicial district in which the registered office of the cooperative is located;
(4) after publication, unclaimed outstanding securities represented by the missing records may be terminated in accordance with the provisions of this chapter dealing with unclaimed distributions, redemptions or proceeds.
An act or a transfer of property to or by a cooperative is not invalid because it is in excess of the cooperative's power to do the act or make or receive the transfer, except that the lack of power may be asserted in a proceeding by
(1) a member, shareholder or director against the cooperative to enjoin an act or transfer of property to or by the cooperative; if the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under a contract to which the cooperative is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it considers it equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the cooperative or to the other parties to the contract compensation for the loss or damage sustained by either of them resulting from the action of the court in setting aside and enjoining the performance of the contract; but the court may not award anticipated profits to be derived from the performance of the contract as a loss or damage sustained;
(2) a cooperative, its legal representative, or through its members or shareholders in a representative suit, against the officers or directors of former officers and directors of the cooperative;
(3) the attorney general against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business.
After the filing by the department of a statement of intent to dissolve
(1) the cooperative shall proceed to collect its assets, convey and dispose of the property not to be distributed in kind to its members or shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among the persons entitled to them by law, the articles and the bylaws;
(2) the cooperative, at any time during the liquidation of its business and affairs, may apply to a court within the state and judicial district in which the registered office or principal place of business of the cooperative is situated to have the liquidation continued under the supervision of the court as provided in this chapter;
(3) any cooperative which has filed a statement of intent to dissolve that does not, within two years from the date of filing, carry the dissolution to a conclusion shall be involuntarily dissolved as provided in AS 10.06 (Alaska Corporations Code).
In addition to any other instances in which the law provides the power, a court may liquidate the assets and business of a cooperative
(1) in an action by a member or shareholder when it is established that the members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or the corporate assets are being misapplied or wasted;
(2) in an action by a creditor when the claim of the creditor has been reduced to judgment and an execution has been returned unsatisfied and it is established that the cooperative is insolvent; or when the cooperative has admitted in writing that the claim of the creditor is due and owing and it is established that the cooperative is insolvent;
(3) upon application by a cooperative which has filed a statement of intent to dissolve as provided in this chapter to have its liquidation continued under the supervision of the court;
(4) when an action has been filed by the attorney general to dissolve a cooperative and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
(a) Each member has one vote except that bylaws may authorize voting according to actual, estimated or potential patronage, or a combination of these plans of voting. Shares of stock may not be given voting power except in the specific instances authorized by this chapter.
(b) Members may not vote by proxy. However, a member that is a corporation, association or partnership may designate a representative to cast its vote. In the absence of written notice that a person has been designated to represent a member which is other than a natural person, the member may be represented by any of its principal officers.
(c) If the bylaws of a cooperative provide for the formation of districts and the election of delegates at district meetings to represent their districts in member meetings, this representation is not considered voting by proxy. The delegates shall cast the votes to which members represented by them are entitled on those matters not covered by mail ballots submitted to all members.
(d) If the bylaws so provide, the board may have submitted by mail ballot any question to be voted on at a member meeting, including the election of directors. In this event the secretary shall mail to each member, along with the notice of the meeting, the ballot on each question and a voting envelope. The ballot shall be cast in a sealed envelope authenticated by the member's signature. A vote cast by mail shall be counted as if the member were present and voting in person.
(e) The bylaws may set forth provisions, not inconsistent with this chapter, relating to the methods and procedures for voting.
(a) Meetings of members may be held either inside or outside the state as provided in the bylaws. In the absence of a bylaw provision, meetings shall be held at the principal place of business of the cooperative.
(b) An annual meeting of the members shall be held at the time or within the time provided in the bylaws. If the bylaws do not fix a time for the meeting, the annual meeting shall be held in each calendar year at the time the board determines. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the cooperative.
(c) Special member meetings may be called by the president or the board. The secretary shall call a special meeting upon the filing of a petition stating the business to be brought before the meeting signed by not less than 10 percent of the members of the cooperative.
(d) Written notice stating the place, day and hour, and in case of a special member meeting the purpose for which the meeting is called, shall be given to each member and each shareholder, if shareholders are entitled to vote at the meeting, either personally or by mail, not less than seven or more than 30 days before the meeting by direction of the person calling the meeting. If that notice is mailed, it is considered given when deposited in the United States mail addressed to the member or shareholder at the address of the member or shareholder as it appears on the records of the cooperative with postage prepaid. At a meeting at which the members are to be represented by delegates, notice to the members may be given by notifying the delegates and their alternates, if any.
A sale, lease, exchange, or other disposition of all, or substantially all the property and assets, with or without the good will, of a cooperative, if not made in the usual and regular course of its business, may be made upon the terms and for the consideration, which may consist in whole or in part of money or real or personal property, including shares of another cooperative, corporation, or association, as may be authorized in the following manner:
(1) the board shall adopt a resolution recommending the sale, lease, exchange, or other disposition and directing the submission of the resolution to a vote at a meeting of members, which may be either an annual or a special meeting, or if there are shareholders the submission shall be to a joint meeting of members and shareholders; the vote may be submitted at an annual or a special meeting;
(2) written notice shall be given to each member and to each shareholder within the time and in the manner provided for the giving of notice of meetings of members, and shall state that the purpose of the meeting is to consider the proposed sale, lease, exchange, or other disposition;
(3) at the meeting, the members, by affirmative vote of a majority of the member votes cast, and the shareholders, by affirmative vote of a majority of the shareholder votes entitled to be voted, may approve the sale, lease, exchange, or other disposition, and may fix or may authorize the board to fix the terms and conditions of the transaction and the consideration to be received by the cooperative.
(a) One or more cooperatives may merge or consolidate with or into one or more of the following classes of business organizations:
(1) a domestic corporation if the domestic corporation complies with AS 10.06 (Alaska Corporations Code) relating to merger or consolidation;
(2) a foreign cooperative if the merger or consolidation is permitted by the laws of the state under which the foreign cooperative is organized and the foreign cooperative complies with the applicable provisions of those laws;
(3) a foreign business corporation if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is organized and the foreign corporation complies with the applicable provisions of those laws.
(b) Each cooperative merging or consolidating under this section shall comply with the provisions of this chapter relating to merger or consolidation.
(c) If the surviving or new business corporation or cooperative, as the case may be, is governed by the laws of another state, it shall comply with the provisions of the AS 10.06 (Alaska Corporations Code) with respect to foreign corporations if it is to transact business in this state.
(a) Each cooperative shall file with the department before July 2 of the reporting year a biennial report signed by a principal officer or the general manager setting out
(1) its name and the address of its principal place of business in the state;
(2) the name of its registered agent and address of its registered office;
(3) the names and addresses of its principal officers and its general manager, if any;
(4) a statement of the aggregate number of shares which the cooperative may issue, itemized by classes, par value of shares, shares without par value;
(5) a statement of the aggregate number of shares subscribed, but not paid up, itemized by classes, par value of shares, shares without par value;
(6) a statement of the aggregate number of paid-up shares, itemized by classes, par value of shares, shares without par value;
(7) for cooperatives established without capital stock the biennial report shall contain a statement as to the amount of the membership fee and a statement as to the number of memberships which are issued;
(8) a brief statement of the character of the business in which the cooperative is engaged in this state.
(b) A domestic cooperative filing its articles of incorporation and a foreign cooperative receiving a certificate of authority during an even-numbered year must file the biennial report before July 2 of each even-numbered year. A cooperative filing its articles of incorporation or receiving its certificate of authority during an odd-numbered year must file the biennial report before July 2 of each odd-numbered year.
When the merger or consolidation is effective
(1) the several cooperatives which are parties to the plan of merger or consolidation shall be a single cooperative, which, in case of a merger, shall be that cooperative designated in the plan of merger as the surviving cooperative, and, in the case of a consolidation, shall be the new cooperative provided for in the plan of consolidation;
(2) the separate existence of all cooperatives which are parties to the plan of merger or consolidation, except the surviving or new cooperative, ceases;
(3) the surviving or new cooperative possesses all the rights, privileges, immunities and franchises of a public or a private nature of each of the merging or consolidating cooperatives; and all property, real, personal and mixed, all debts due on whatever account, including subscriptions to shares, all other choses in action, and all and every other interest, of or belonging to or due to each of the cooperatives merged or consolidated are transferred to and vested in the single cooperative without further act or deed; and the title to real estate or any interest in real estate vested in the cooperatives does not revert or is not in any way impaired by reason of the merger or consolidation;
(4) the surviving or new cooperative is thereafter responsible and liable for the liabilities and obligations of each of the cooperatives merged or consolidated; and any existing claim or pending action or proceeding by or against the cooperatives may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new cooperative may be substituted in its place; and the rights of creditors and liens upon the property of a cooperative are not impaired by the merger or consolidation;
(5) in the case of a merger, the articles of the surviving cooperative are considered amended to the extent, if any, that changes in its articles are stated in the plan of merger; and in case of a consolidation, the statements set forth in the articles of consolidation which are required or permitted to be set forth in the articles of cooperatives organized under this chapter are considered the original articles of the new cooperative.
(a) If a proposed amendment to articles would affect a shareholder, the shareholder, whether or not permitted to vote by the articles, may cast one vote on the amendment regardless of the dollar amount of stock or number of affected classes of stock held by the shareholder. However, the articles may permit the affected shareholder to cast one vote for each share of stock the shareholder holds other than membership stock. A member holding stock affected by a proposed amendment may vote both as a member and as an affected shareholder.
(b) If a shareholder is entitled to vote on a proposed amendment, the meeting at which the proposed amendment is to be voted upon shall be a joint meeting of members and affected shareholders. Notice of the meeting together with a copy of the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each shareholder of record entitled to vote on the amendment within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment is adopted if it receives the affirmative vote of a majority of the votes of the affected shareholders entitled to vote.
(c) For the purpose of this section, a shareholder is affected as to a class of stock owned by the shareholder if an amendment would expressly
(1) decrease the dividends to which the class is entitled or change the method by which the dividend rate on the class is fixed;
(2) restrict rights to transfer the class;
(3) give to another existing or new class of stock or equity interest not previously entitled to it preference as to dividends or upon dissolution which is the same or higher than preferences of that class;
(4) change the par value of shares of the class or of any other class having the same or higher preferences as to dividends or upon dissolution;
(5) increase the number of authorized shares of a class having higher preferences as to dividends or upon dissolution;
(6) require or permit an exchange of shares of a class with lower preferences as to dividends or upon dissolution for shares of that class or any other class with the same or higher preferences.
(a) The articles of incorporation must set forth
(1) the name of the cooperative and that it is a cooperative;
(2) the period of duration, which may be perpetual;
(3) the purposes for which the cooperative is organized;
(4) whether the cooperative is organized with or without membership stock, the amount of the membership fee, and the limitations, if any, on transfer of a membership;
(5) the number and par value, if any, of shares of each authorized class of stock, and if more than one class is authorized, the designation, preferences, limitations and relative rights of each class;
(6) which classes of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to the classes of membership stock;
(7) any limitation of the right to acquire or recall stock;
(8) the basis of distribution of assets in the event of dissolution or liquidation;
(9) the address of its initial registered office and the name of its initial registered agent at that address;
(10) the number of directors, not less than three, constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of the members or until their successors are elected and take office;
(11) the name and address of each incorporator.
(b) In addition to the matters required to be set out in the articles of incorporation by (a) of this section, the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director to the corporation or its members 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
(1) a breach of a director's duty of loyalty to the corporation;
(2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3) wilful or negligent conduct involved in the payment of dividends or the redemption of stock from other than lawfully available funds; or
(4) a transaction from which the director derives an improper personal benefit.
(c) The provisions of (b) of this section 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 (b) of this section.
Each cooperative may
(1) have perpetual succession unless a limited period of duration is stated in its articles;
(2) sue and be sued, complain and defend, in its corporate name;
(3) adopt a corporate seal and alter it, and use it by having it, or a facsimile of it impressed, affixed or reproduced;
(4) buy, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in, real or personal property, wherever situated;
(5) sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of its property and assets;
(6) buy, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in, shares or other interests in, or obligations of, other domestic or foreign cooperatives and corporations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, or its governmental district or municipality or instrumentality;
(7) make contracts and incur liabilities, borrow money at the rates of interest the cooperative determines, issue notes, bonds, certificates of indebtedness and other obligations, issue certificates representing equity interests in its assets, and secure its obligations by mortgage or pledge of its property, franchise and income;
(8) lend money for its corporation purposes, invest and reinvest its funds and take and hold real and personal property as security for the payment of funds loaned or invested;
(9) conduct business and affairs and have offices and exercise its powers in a state, territory, district or possession of the United States, or in a foreign country;
(10) elect or appoint officers and agents, and define their duties and fix their compensation;
(11) make and alter bylaws, consistent with its articles and the laws of the state, for the administration and regulation of its affairs;
(12) donate for the public welfare or for charitable, scientific or educational purposes;
(13) indemnify a director, officer or agent or former director, officer or agent, or a person who may have served at its request as a director or officer of another domestic or foreign cooperative of which it is a member, against expenses necessarily incurred in defense of a proceeding in which that person is a party because that person served as a director, officer or agent, but this paragraph does not apply to proceedings in which the director, officer or agent is adjudged liable for negligence or misconduct in the performance of duty, and indemnification under this paragraph is not exclusive of other rights to which the director, officer or agent may have been entitled;
(14) cease its activities and surrender its franchise;
(15) have and exercise all powers necessary or convenient to carry out the purposes for which the cooperative is organized.