Usa Alaska

USA Statutes : alaska
Title : Corporations and Associations
Chapter : Chapter 20. Alaska Nonprofit Corporation Act

This chapter may be cited as the Alaska Nonprofit Corporation Act.

Two or more domestic corporations may consolidate into a new corporation under a plan of consolidation approved in the manner provided in this chapter.

Two or more domestic nonprofit corporations may merge into one of the two or more corporations under a plan of merger approved in the manner provided in this chapter.

Repealed or Renumbered

Repealed or Renumbered

Repealed or Renumbered

The court appointing the receiver has exclusive jurisdiction of the corporation and its property, wherever situated.

Upon the issuance of the certificate of withdrawal, the authority of the corporation to transact business in the state ceases.

The commissioner has the power and authority reasonably necessary for administering this chapter efficiently and performing the duties imposed by this chapter.

Three or more natural persons at least 19 years of age may act as incorporators of a corporation by signing and delivering in duplicate to the commissioner articles of incorporation for the corporation.

A receiver of a corporation appointed under this chapter may sue and defend in all courts in the receiver's own name as receiver of the corporation.

Repealed or Renumbered

Article 09. PENALTIES

To procure a certificate of authority to transact business in the state, a foreign corporation shall file an application in duplicate with the commissioner.

This chapter applies to commerce with foreign nations and among the several states only as permitted under the Constitution of the United States.

Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in the state ceases.

The fee for furnishing a certified copy of any instrument shall be established by the department by regulation.

The order appointing the liquidating receiver shall state the receiver's powers and duties. The powers and duties may be increased or diminished at any time during the liquidation proceedings.

If the court enters a decree dissolving a corporation, the clerk of the court shall file a certified copy of the decree with the commissioner. A fee may not be charged for this filing.

Repealed or Renumbered

The application must be on forms prescribed and furnished by the commissioner and shall be executed in duplicate by the corporation by its president or vice-president and by its secretary or an assistant secretary.

The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of the state or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.

It is not necessary to make members parties to an action or proceeding for liquidation of the assets of a corporation unless relief is sought against them personally.

Upon approval, the restated articles of incorporation shall be executed in duplicate by the corporation by its president or a vice-president and by its secretary or assistant secretary.

Persons who assume to act as a corporation without authority are jointly and severally liable for debts and liabilities incurred or arising as a result of that action.

Article 11. GENERAL PROVISIONS

Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in this chapter.

An officer or agent may be removed by the board of directors, or by the executive committee, whenever in its judgment the best interests of the corporation will be served. Removal is without prejudice to the contract rights of the person removed. Election or appointment of an officer or agent does not of itself create contract rights.

The court may allow from time to time, as expenses of the liquidation, compensation to the receiver and to attorneys in the proceeding, and direct the payment of compensation out of the assets of the corporation or the proceeds of a sale or disposition of assets.

The registered agent appointed by a foreign corporation authorized to transact business in the state shall be an agent of the corporation upon whom process, notice, or demand required or permitted by law to be served upon the corporation may be served.

A foreign corporation authorized to transact business in the state may withdraw from the state upon procuring from the commissioner a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation shall deliver to the commissioner an application for withdrawal.

A receiver shall be a citizen of the United States or a corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in the state. A receiver shall give the bond the court directs with sureties the court requires.

Upon approval of the plan of merger or consolidation, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice-president and its secretary or an assistant secretary.

At the first annual election of directors and at each annual meeting thereafter the members shall elect directors to hold office for the terms provided in the bylaws. Each director holds office for the term for which elected and until a successor is elected and qualified. The terms of office of directors may be staggered.

Upon the issuance of a certificate of authority by the commissioner, the corporation may transact business in the state for the purpose set out in its application, subject, however, to the right of the state to suspend or revoke the authority as provided in this chapter.

The board of directors shall adopt the initial bylaws of a corporation. The power to adopt, alter, amend or repeal bylaws is vested in the board of directors unless it is reserved to the members by the articles of incorporation. The bylaws may contain provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

A corporation may not make loans to its directors or officers. A director or officer who assents to or participates in the making of such a loan shall be liable to the corporation for the amount of the loan until its repayment.

Article 02. FORMATION OF CORPORATIONS

When notice is required to be given to a member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver of the notice in writing signed by the person entitled to notice, whether before or after the time stated for notice, is equivalent to the giving of notice.

Upon application by a corporation that has filed a statement of intent to dissolve, as provided in this chapter, to have its liquidation continued under the supervision of the court, the superior court may liquidate the assets and affairs of the corporation.

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only those provisions which might lawfully be contained in original articles of incorporation at the time the amendment is made.

When, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provisions of the articles of incorporation or bylaws control.

When a foreign corporation authorized to transact business in the state changes its name to one under which a certificate of authority would not be granted to it, the certificate of authority of the corporation is suspended and it may not transact business in the state until it has changed its name to a name available to it under the laws of the state.

Each domestic corporation and each foreign corporation authorized to transact business in the state shall file a biennial report within the time prescribed by this chapter. The information contained in the biennial report shall be given as of June 30 of the reporting year.

The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to nonprofit corporations.

The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Each member holds office until the first annual election of directors or for the period specified in the articles of incorporation. If no term of office is specified, a director's term is one year.

The liquidation of the assets and business of a corporation may be discontinued at any time during the liquidation proceeding when it is established that cause for liquidation no longer exists. In this event, the court shall dismiss the proceeding and direct the receiver to redeliver to the corporation its remaining property and assets.

A foreign corporation authorized to transact business in the state shall procure an amended certificate of authority if it changes its corporate name, or desires to pursue in the state other or additional purposes than those set out in its earlier application for a certificate of authority, by making application to the commissioner.

In a proceeding to liquidate the assets and business of a corporation the superior court may issue injunctions, appoint a receiver pendente lite with powers and duties as the court may direct, and take other proceedings necessary to preserve the corporate assets wherever situated and carry on the business of the corporation until a full hearing is had.

The application for withdrawal shall be made on forms prescribed and furnished by the commissioner and shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or trustee, the application shall be executed on behalf of the corporation by the receiver or trustee.

A village corporation organized under 43 U.S.C. 1601 - 1628 (Alaska Native Claims Settlement Act) may be incorporated under and subject to this chapter except the name of the corporation may not contain the word 'village' or otherwise imply that the corporation is a municipal corporation; however, the name of a village may be used in the corporate name.

The commissioner shall keep a record of all processes, notices, or demands served under AS 10.20.525 and 10.20.530, and shall record the time of service and the commissioner's action with reference to the service.

Nothing in AS 10.20.525 - 10.20.535 limits or affects the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner.

All reports required by this chapter to be filed with the department or the commissioner shall be on forms prescribed and furnished by the commissioner. Forms for all other documents to be filed in the office of the department or the commissioner shall be furnished by the commissioner on request, but their use, unless required in this chapter, is not mandatory.

After approval by a vote of the members, or in the case of a corporation with no members or no members entitled to vote, after approval by its board of directors, of each corporation, and before the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned under provisions, if any, set out in the plan of merger or consolidation.

A corporation shall continuously maintain in the state a registered office which may be, but need not be, the same as its place of business, and a registered agent. The registered agent may be either an individual resident of the state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in the state whose business office is the same as the registered office.

A foreign corporation that has received a certificate of authority enjoys the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set out in the application under which the certificate of authority is issued and, except as otherwise provided in this chapter, is subject to the duties, restrictions, penalties, and liabilities imposed upon a domestic corporation of like character.

The department shall file a list of the name of each corporation, the address of the registered office and the name and address of the registered agent with each clerk of the superior court. The department shall provide a periodic supplement to the list indicating additions, deletions and changes at least once every six months. The commissioner shall make the list available to the public for a fee prescribed by the commissioner.

A majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation, constitutes a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.

Upon revoking a certificate of authority, the commissioner shall

(1) issue a certificate of revocation in duplicate;

(2) file one of the certificates in the commissioner's office;

(3) mail to the corporation at its registered office in the state a notice of the revocation accompanied by one of the certificates.

Interrogatories and answers are not open to public inspection and the commissioner may not disclose facts or information obtained from the interrogatories except as an official duty of the commissioner requires or if the interrogatories or the answers are required for evidence in criminal proceedings or other action by the state.

If the corporation, within the time required by this chapter, files its biennial report or appoints or maintains a registered agent as provided in this chapter, or files with the commissioner the required statement of change of registered office or registered agent, or revokes or concludes a plan of voluntary dissolution, the commissioner's authority to involuntarily dissolve the corporation ceases.

(a) The provisions of this chapter relating to domestic corporations apply to all corporations organized under this chapter.

(b) The provisions of this chapter relating to foreign corporations apply to all foreign nonprofit corporations conducting affairs in this state for a purpose or purposes for which a corporation might be organized under this chapter.

The superior court may liquidate the assets and business of a corporation in the cases provided in AS 10.20.360 - 10.20.370.

After a hearing held upon such notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver with authority to collect the assets of the corporation, including amounts owing to the corporation by members. The liquidating receiver may, subject to the order of the court, sell, convey, and dispose of all or a part of the assets of the corporation wherever situated, either at public or private sale.

The statement shall be executed by the corporation by its president or a vice-president and delivered to the commissioner. Upon finding that the statement conforms to the provisions of this chapter, the commissioner shall file the statement in the commissioner's office, and, upon filing the statement, the change of address of the registered office, or the change of registered agent, or both, becomes effective.

Unless otherwise provided in the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast, represented in person or by proxy, constitute a quorum at a meeting of members. However, in no event may a quorum consist of less than one-tenth of the votes entitled to vote at a meeting. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the subject matter is the act of the members, unless the vote of a greater number is required by this chapter or the articles of incorporation or the bylaws.

In an action by a creditor, the superior court may liquidate the assets and business of a corporation when

(1) the claim of the creditor has been reduced to judgment and an execution on the judgment has been returned unsatisfied and it is established that the corporation is insolvent; or

(2) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent.

In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of the proceeding and the debts, obligations and liabilities of the corporation have been paid and discharged or when the remaining property and assets are not sufficient to satisfy and discharge the costs, expenses, debts and obligations, and all the property and assets have been applied to their payment, the court shall enter a decree dissolving the corporation. Upon entry of the decree, the existence of the corporation ceases.

Upon the issuance of the certificate of incorporation, the corporate existence begins. 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 corporation has been incorporated. The issuance of the certificate does not affect the right of the state to bring a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or member who is unknown or cannot be found, or who is under disability and there is no legally competent person to receive the distributive portion, shall be reduced to cash and deposited with the commissioner and shall be paid over to the creditor or member or the legal representative of the creditor or member upon proof satisfactory to the commissioner of a right to it.

When a foreign corporation, applying for a certificate of authority, has a name that is not available for use by the foreign corporation under AS 10.20.021 (b), it shall

(1) select a name under which it elects to do business in the state;

(2) clearly identify on all advertising, contracts, and other legal documents its true corporate name as well as its assumed name.

A certificate of authority may not be issued to a foreign corporation unless the corporate name of the corporation

(1) does not contain a word or phrase that indicates or implies that it is organized for any purpose other than the purpose contained in its articles of incorporation;

(2) is available for use by the foreign corporation under AS 10.20.021(b).

The failure of a foreign corporation to obtain a certificate of authority to transact business in the state does not impair the validity of a contract or act of it, and does not prevent the corporation from defending an action, suit or proceeding in a court of the state.

(a) A corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in the state a record of the names and addresses of its members entitled to vote.

(b) All books and records of a corporation may be inspected by any member, or an agent or attorney for the member, for any proper purpose at any reasonable time.

The board of directors of each corporation shall, by resolution, approve a plan of merger setting out

(1) the names of the corporations proposing to merge and the name of the corporation into which they propose to merge, which is hereafter referred to as the surviving corporation;

(2) the terms and conditions of the proposed merger;

(3) a statement of changes in the articles of incorporation of the surviving corporation caused by the merger;

(4) other provisions with respect to the merger considered necessary or desirable.

The commissioner shall provide each clerk of the superior court with a current list of the names of all foreign corporations, the address of their registered office, and the name and address of their registered agent. The commissioner shall provide a supplement to the list indicating additions, deletions and changes at least every six months. The list shall be made available to the public by the commissioner for a fee prescribed by the commissioner.

(a) Upon the issuance of the certificate of amendment by the commissioner, the amendment becomes effective and the articles of incorporation are considered amended accordingly.

(b) An amendment does not affect an existing cause of action in favor of or against the corporation, or a pending suit to which the corporation is a party, or the existing rights of persons other than members. In the event the corporate name is changed by amendment, a suit brought by or against the corporation under its former name does not abate for that reason.

Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, one or more of the following: charitable; religious; benevolent; eleemosynary; educational; civic; cemetery; patriotic; political; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association purposes. Trade unions and other labor organizations may also be organized under this chapter, but cooperative corporations, electric and telephone cooperatives, and organizations subject to state insurance or banking laws may not be organized under this chapter.

(a) Action required by this chapter to be taken at a meeting of the members or directors of a corporation, or action that may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter or all of the directors.

(b) The consent has the same effect as a unanimous vote, and may be stated as such in articles or documents filed with the commissioner.

(a) The number of directors of a corporation shall be at least three. The number of directors shall be fixed by the bylaws, except that the number constituting the initial board of directors shall be fixed by the articles of incorporation.

(b) The number of directors may be increased or decreased from time to time by amendment to the bylaws, but a decrease may not have the effect of shortening the term of an incumbent director.

(c) In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

If the surviving or new corporation is to be governed by the law of this state, the effect of the merger or consolidation is the same as the merger or consolidation of domestic corporations. If the surviving or new corporation is to be governed by the laws of another state, the effect of the merger or consolidation is the same as the merger or consolidation of domestic corporations except insofar as the laws of the other state provide otherwise.

When the commissioner determines that a corporation has given any cause for involuntary dissolution, the commissioner shall mail to the corporation a notice, setting out the grounds for involuntary dissolution, 60 days before a certificate of dissolution is issued. The commissioner shall mail the notice and any subsequent certificate of dissolution in the same manner as required for notices and certificates of involuntary dissolution under AS 10.06.633 (i).

If the commissioner revokes the certificate of authority of a foreign corporation to transact business in the state under this chapter, the foreign corporation may appeal to the superior court by filing with the clerk of the court a petition setting out a copy of its certificate of authority and a copy of the notice of revocation given by the commissioner. The matter shall be tried de novo by the superior court, and the court shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.

Each officer and director of a domestic or foreign corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded by the commissioner in accordance with this chapter, or who signs any articles, statement, report, application, or other document filed with the commissioner that is known to the officer or director to be false in any material respect, is guilty of a misdemeanor, and upon conviction is punishable by a fine of not more than $500.

Article 10. MISCELLANEOUS PROVISIONS

The commissioner may not revoke a certificate of authority of a foreign corporation unless

(1) the commissioner has given the corporation at least 60 days' notice by mail addressed to its registered office in the state; and

(2) the corporation fails, before revocation, to file the biennial report, or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided in AS 10.20.271 and 10.20.275 if the merger or consolidation is permitted by the laws of the state under which each foreign corporation is organized.

Unless otherwise provided in the articles of incorporation or bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be considered to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the corporation, with postage prepaid.

Certificates issued by the commissioner in accordance with this chapter, and copies of documents filed in the commissioner's office in accordance with the provisions of this chapter when certified by the commissioner, are prima facie evidence of the facts stated. A certificate by the commissioner under the seal of the state as to the existence or nonexistence of facts relating to corporations which do not appear from a certified copy of these documents or certificates is prima facie evidence of the existence or nonexistence of the facts stated.

(a) A domestic or foreign corporation that fails or refuses to file its biennial report for any required reporting period within the time prescribed by this chapter is subject to a penalty of $5 to be assessed by the commissioner.

(b) A domestic or foreign corporation that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the commissioner in accordance with the provisions of this chapter is guilty of a misdemeanor and upon conviction is punishable by a fine of not more than $500.

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation, may designate two or more directors to constitute an executive committee, which, to the extent provided in the resolution or in the articles of incorporation or the bylaws of the corporation, may exercise the authority of the board of directors in the management of the corporation. The designation of the executive committee and the delegation of authority to it do not relieve the board of directors or any member of the board from responsibility imposed by law.

A foreign nonprofit corporation may not transact business in the state until it has procured a certificate of authority from the commissioner. A foreign corporation may not procure a certificate of authority to transact business in the state which a corporation organized under this chapter is not permitted to transact. A foreign corporation may not be denied a certificate of authority because the laws of the state or country under which it is organized governing its organization and internal affairs differ from the laws of the state. Nothing in this chapter authorizes the state to regulate the organization or the internal affairs of a foreign corporation.

(a) In the event of a change of an officer or director during the year following the filing of the biennial report, the corporation must file a notice of change amending the report before July 2 of that year.

(b) The notice must 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 must be signed by an officer of the corporation.

Article 08. FEES AND CHARGES

Each foreign corporation authorized to transact business in the state shall have and continuously maintain in the state a registered

(1) office which may be, but need not be, the same as its place of business in the state;

(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, or a foreign corporation authorized to transact business in the state, which has a business office identical with the registered office.

The board of directors of each corporation shall, by a resolution, approve a plan of consolidation setting out

(1) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereafter referred to as the new corporation;

(2) the terms and conditions of the proposed consolidation;

(3) all of the statements with respect to the new corporation required to be set out in articles of incorporation for corporations organized under this chapter;

(4) other provisions with respect to the consolidation considered necessary or desirable.

When the articles of incorporation of a foreign corporation authorized to transact business in the state are amended, the foreign corporation shall, within 30 days after the amendment becomes effective, file with the department a copy of the amendment authenticated by the proper officer of the state or country under whose laws it is incorporated. The filing of the amendment does not enlarge or alter the purpose which the corporation may pursue in the transaction of business in the state, nor authorize the corporation to transact business in the state under a name other than the name set out in its certificate of authority.

(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment, and the qualifications and rights of the members of each class shall be set out in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set out in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership.

(b) The directors, officers, employees, and members of the corporation are not, as such, liable on its obligations.

(a) The officers of a corporation consist of a president, one or more vice presidents as prescribed by the bylaws, a secretary, and a treasurer. Each of the officers shall be elected by the board of directors at the time and in the manner prescribed by the bylaws. Other necessary officers and assistant officers and agents may be elected or appointed by the board of directors or chosen in the manner prescribed by the bylaws. Two or more offices may be held by the same person, except the offices of president and secretary.

(b) The articles of incorporation or bylaws may provide that an officer is an ex officio member of the board of directors.

(c) An officer may be designated by additional titles as provided in the articles of incorporation or bylaws.

A corporation may not have or issue shares of stock. No dividend may be paid and no part of the income or profit of a corporation may be distributed to its members, directors, or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distribution to its members as permitted by this chapter, and a payment, benefit, or distribution under this section may not be considered to be a dividend or a distribution of income or profit.

A vacancy occurring in the board of directors and a directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the director's predecessor in office. A directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors for a term of office which continues only until the next election of directors. In no case may a vacancy continue for longer than six months or until the next annual meeting of the members, whichever occurs first.

(a) Duplicate originals of the articles of amendment shall be delivered to the commissioner. Upon finding that the articles of amendment conform to law, the commissioner shall, when all fees 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 duplicate original in the commissioner's office;

(3) issue a certificate of amendment and affix the other duplicate original to it.

(b) The certificate of amendment, together with the duplicate original of the articles of amendment affixed by the commissioner, shall be returned to the corporation or its representative.

(a) Regular or special meetings of the board of directors may be held either inside or outside the state.

(b) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors shall be held after the notice which shall be prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted or the purpose of a regular or special meeting of the board of directors need not be specified in the notice of the meeting unless required by the bylaws.

(a) After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles of incorporation 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 the transaction of other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice of the meeting by mail to each director named, which shall state the time and place of the meeting.

(b) A first meeting of the members may be held at the call of a majority of the directors for purposes stated in the notice of the meeting.

Article 03. AMENDMENT

(a) Upon finding that the application conforms to law, the commissioner shall, when all fees prescribed in this chapter have been paid

(1) endorse on each document the word 'filed,' and the date of the filing;

(2) file one duplicate original of the application in the commissioner's office;

(3) issue a certificate of authority to transact business in the state and affix the other duplicate original application to it.

(b) The certificate of authority, together with the duplicate original of the application affixed to it by the commissioner, shall be returned to the corporation or its representative.

(a) Duplicate originals of the articles of dissolution shall be delivered to the commissioner. Upon finding that the articles of dissolution conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid:

(1) endorse on each of the duplicate originals the word 'filed,' and the date of the filing;

(2) file one of the duplicate originals in the commissioner's office;

(3) issue a certificate of dissolution and affix the other duplicate original to it.

(b) The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed shall be returned to the representative of the dissolved corporation.

The biennial report must set out

(1) the name of the corporation and the state or country where it is incorporated;

(2) the address of the registered office of the corporation in the state, and the name of its registered agent in the state at that address, and, in the case of a foreign corporation, the address of its principal office in the state or country where it is incorporated;

(3) a brief statement of the character of the business in which the corporation is engaged in the state;

(4) the names and addresses of the directors and officers of the corporation;

(5) the real and personal property assets of the corporation.

A foreign corporation transacting business in the state without a certificate of authority may not maintain an action, suit or proceeding in a court of the state until it obtains a certificate of authority. A successor or assignee of a foreign corporation transacting business without a certificate of authority may not maintain an action, suit or proceeding in a court of the state on a right, claim or demand arising out of the transaction of business by the corporation in the state until a certificate of authority is obtained by the corporation or by a corporation which has acquired all or substantially all of its assets.

(a) Duplicate originals of the application for withdrawal shall be delivered to the commissioner. Upon finding that the application conforms to the provisions of this chapter, the commissioner shall, when all fees 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 duplicate original in the commissioner's office;

(3) issue a certificate of withdrawal and affix the other duplicate original to it.

(b) The certificate of withdrawal, together with the duplicate original of the application for withdrawal affixed by the commissioner shall be returned to the corporation or its representative.

(a) The name of a corporation may not contain a word or phrase that indicates or implies that it is organized for a purpose other than one or more of the purposes contained in the articles of incorporation of the corporation.

(b) The name of the corporation 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 subsection. In this subsection, 'organized entity' and 'reserved or registered name' have the meanings given in AS 10.35.040 .

(a) In a proceeding to liquidate the assets and business of a corporation the court may require creditors of the corporation to file with the clerk of the court or with the receiver, in the form the court prescribes, proof under oath of their respective claims.

(b) If the court requires the filing of claims it shall fix a date, not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice to be given to creditors and claimants of the date fixed. Before the date fixed, the court may extend the time of the filing of claims.

(c) A creditor who fails to file proof of a claim on or before the date fixed may be barred by order of the court from participating in the distribution of the assets of the corporation.

If the commissioner fails to approve articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved, the commissioner, within 10 days after delivery of the document to the commissioner, shall give written notice of disapproval to the person or corporation, domestic or foreign, delivering the document, specifying the reasons for disapproval. The person or corporation may appeal from the disapproval to the superior court by filing with the clerk of the court a petition setting out a copy of the document sought to be filed and a copy of the written disapproval. The matter shall be tried de novo by the superior court, which shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.

(a) Duplicate originals of the articles of incorporation shall be delivered to the commissioner. Upon finding that the articles of incorporation conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid,

(1) endorse 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 it.

(b) The certificate of incorporation, together with the duplicate original of the articles of incorporation affixed by the commissioner, shall be returned to the incorporators or their representative.

When a foreign corporation authorized to transact business in the state is a party to a statutory merger permitted by the laws of the state or country where it is incorporated, and the corporation is the surviving corporation, it shall, within 30 days after the merger becomes effective, file with the commissioner a copy of the articles of merger authenticated by the proper office of the state or country under whose laws the statutory merger was carried out. It is not necessary for the corporation to procure either a new or amended certificate of authority to transact business in the state unless the name of the corporation is changed or unless the corporation desires to pursue in the state other or additional purposes than those which it is authorized to conduct in the state.

(a) Duplicate originals of the restated articles of incorporation shall be delivered to the commissioner. Upon finding that the restated articles of incorporation conform to law, the commissioner shall, when all fees 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 duplicate original in the commissioner's office;

(3) issue a restated certificate of incorporation and affix the other duplicate original to it.

(b) The restated certificate of incorporation, together with the duplicate original of the restated articles of incorporation affixed by the commissioner, shall be returned to the corporation or its representative.

In an action by a member, the superior court may liquidate the assets and business of a corporation when it is established that

(1) the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is being suffered or is threatened by reason of the deadlock;

(2) the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent;

(3) 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

(4) the corporate assets are being misapplied or wasted.

(a) Meetings of members may be held at a place, either inside or outside the state, which may be provided in the bylaws. In the absence of such a provision, all meetings shall be held at the registered office of the corporation in the state.

(b) An annual meeting of the members shall be held at a time provided in the bylaws. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the corporation.

(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers, persons or number or proportion of members as may be provided in the articles of incorporation or bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at the meeting.

When a foreign corporation authorized to transact business in the state, or not authorized to transact business in the state but doing so, fails to appoint or maintain a registered agent in the state, or when a registered agent cannot with reasonable diligence be found at the registered office, or when the certificate of authority of a foreign corporation is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served. Service on the commissioner shall be made by delivering to and leaving with the commissioner, or a designee in the corporation division of the department, duplicate copies of the process, notice or demand, accompanied by a fee established by the department by regulation. The commissioner shall immediately have one copy forwarded by registered or certified mail, addressed to the corporation at its principal office in the state or country under whose laws it is incorporated. Service on the commissioner is returnable in not less than 30 days.

(a) A corporation, domestic or foreign, may change its registered office, agent, or both, by filing with the department a statement signed by the president or the vice-president setting out

(1) the name of the corporation;

(2) the address of its registered office;

(3) the address of its new registered office if the registered office is to be changed;

(4) the name of its registered agent;

(5) the name of its new registered agent if its registered agent is to be changed;

(6) that the change is authorized by resolution of its board of directors.

(b) Upon finding that the statement complies with this chapter, the commissioner shall file it in the commissioner's office. The change becomes effective when the statement is filed.

The restated articles of incorporation must set out

(1) the name of the corporation;

(2) the period of its duration;

(3) the purpose or purposes which the corporation is authorized to pursue;

(4) other provisions, not inconsistent with law, which are set out in the articles of incorporation as amended, except that it is not necessary to set out in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators;

(5) a statement that the restated articles of incorporation correctly set out the provisions of the articles of incorporation as amended, and that they have been adopted as required by law and that they supersede the original articles of incorporation and all amendments.

(a) Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner. Upon finding that the articles conform to law, the commissioner shall, when all fees 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 duplicate original in the commissioner's office;

(3) issue a certificate of merger or a certificate of consolidation and affix the other duplicate original to it.

(b) The certificate of merger or certificate of consolidation, together with the duplicate original of the articles of merger or articles of consolidation affixed shall be returned to the surviving or new corporation or its representative.

The dissolution of a corporation either by (1) the issuance of a certificate of dissolution by the commissioner, or (2) a decree of the court when the court has not liquidated the assets and business of the corporation as provided in this chapter, or (3) by expiration of its period of duration, does not take away or impair a remedy available to or against the corporation, its directors, officers, or members, for a right or claim existing, or a liability incurred, before dissolution if an action or other proceeding is commenced within two years after the date of dissolution. The action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers may take appropriate action to protect the remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, it may amend its articles of incorporation at any time during the two year period in order to extend its period of duration.

A foreign corporation which transacts business in the state without a certificate of authority is liable to the state, for the years or portions of years during which it transacted business in the state without a certificate of authority, in an amount equal to all fees which would have been imposed by this chapter on the corporation if it had applied for and received a certificate of authority to transact business in the state as required by this chapter and filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and a penalty of up to $5,000 per year or fraction of a year of operating without a certificate of authority. The attorney general shall bring proceedings to recover amounts due the state under this section.

Article 07. BIENNIAL REPORTS AND NOTICES

A foreign corporation authorized to transact business in the state may change its registered office or change its registered agent, or both, upon filing with the department a statement setting out

(1) the name of the corporation;

(2) the address of its registered office;

(3) if the address of its registered office is to be changed, the address of the proposed office;

(4) the name of its registered agent;

(5) if its registered agent is to be changed, the name of its successor registered agent;

(6) that the address of its registered office and the address of the business office or its registered agent, as changed, will be identical;

(7) that the change is authorized by resolution adopted by the board of directors.

A corporation may be dissolved involuntarily by the commissioner when it is established that

(1) the corporation has failed to file its biennial report within the time required by this chapter;

(2) the corporation procured its articles of incorporation through fraud;

(3) the corporation has continued to exceed or abuse the authority conferred upon it by law;

(4) the corporation has failed for 30 days to appoint and maintain a registered agent in the state;

(5) the corporation has failed for 30 days after change of its registered office or registered agent to file in the office of the commissioner a statement of the change;

(6) the corporation has failed, within the time required by this chapter, to revoke or complete a plan of voluntary dissolution; or

(7) the corporation is 90 days delinquent in filing a notice of change of an officer or director as required by this chapter.

The application for withdrawal must set out

(1) the name of the corporation and the state or country where it is incorporated;

(2) that the corporation is not transacting business in the state;

(3) that the corporation surrenders its authority to transact business in the state;

(4) that the corporation revokes the authority of its registered agent in the state to accept service of process and consents that service of process in an action, suit or proceeding based upon a cause of action arising in the state during the time the corporation was authorized to transact business in the state may be made on the corporation by service on the commissioner;

(5) a post office address to which the commissioner may mail a copy of a process against the corporation that may be served on the commissioner;

(6) additional information necessary or appropriate to enable the commissioner to determine and assess unpaid fees payable as prescribed in this chapter.

(a) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

(b) If the surviving or new corporation is to be governed by the laws of a state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to transact business in this state and in every case it shall file with the commissioner

(1) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a domestic corporation which is a party to the merger or consolidation;

(2) an irrevocable appointment of the commissioner as its agent to accept service of process in these proceedings.

(a) Amendments to the articles of incorporation shall be made in the manner set out in this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting out the proposed amendment or a summary of the changes shall be given to each member entitled to vote within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

(c) If there are no members, or no members entitled to vote, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(d) Any number of amendments may be submitted and voted upon at any one meeting.

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president, and its secretary or an assistant secretary, and must set out

(1) the name of the corporation;

(2) the amendment adopted;

(3) if there are members entitled to vote on the amendment,

(A) a statement setting out the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast, or

(B) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect to the amendment;

(4) if there are no members, or no members entitled to vote, a statement of that fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.

The articles of merger or consolidation must set out

(1) the plan of merger or the plan of consolidation;

(2) if the members of any merging or consolidating corporation are entitled to vote, as to each such corporation

(A) a statement setting out the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast, or

(B) a statement that the plan was adopted by a consent in writing signed by all members entitled to vote;

(3) if a merging or consolidating corporation has no members, or no members entitled to vote, as to each corporation a statement of this fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office.

Without excluding other activities which may not constitute transacting business in the state, a foreign corporation does not transact business in the state by carrying on any of the following activities:

(1) maintaining or defending any action or suit or an administrative or arbitration proceeding, or effecting its settlement or the settlement of claims or disputes;

(2) holding meetings of its directors, shareholders, or members or carrying on other activities concerning its internal affairs;

(3) maintaining bank accounts;

(4) securing or collecting debts, or enforcing rights in property securing debts;

(5) transacting business in interstate commerce;

(6) granting funds;

(7) distributing information to members;

(8) conducting an isolated transaction completed within a period of 30 days not in the course of a number of repeated transactions of like nature.

(a) A plan of merger or consolidation shall be adopted in the manner set out in this section.

(b) If the members of a merging or consolidating corporation are entitled to vote, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

(c) If a merging or consolidating corporation has no members, or no members entitled to vote, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.

If a dissolved corporation is the owner of real or personal property, or claims an interest in or lien upon real or personal property, the corporation through its board of directors continues to exist for five years after the date of dissolution for the purpose of conveying, transferring, or releasing the real or personal property or interest in or lien upon the property. In addition, a dissolved corporation through its board of directors continues to exist for the purpose of being made a party in an action or proceeding arising before dissolution and involving the title to real or personal property or an interest in it. The action or proceeding may be instituted and maintained in the same manner as before the dissolution of the corporation. This section does not affect or suspend a statute of limitations applicable to a claim. For the purpose of service of process, notice, or demand within the prescribed time following dissolution, the commissioner is an agent of the dissolved corporation upon whom service may be made in the manner prescribed in AS 10.06.175 (b).

Article 06. FOREIGN CORPORATIONS

The certificate of authority of a foreign corporation to transact business in the state may be revoked by the commissioner when

(1) the corporation fails to file its biennial report within the time required by this chapter, or fails to pay fees or penalties prescribed in this chapter when they are due and payable;

(2) the corporation fails to appoint and maintain a registered agent in this state;

(3) the corporation fails, after change of its registered office or registered agent, to file with the commissioner a statement of the change as required by this chapter;

(4) the corporation fails to file with the department an amendment to its articles of incorporation or articles of merger within the time prescribed by this chapter;

(5) a misrepresentation has been made of a material matter in an application, report, affidavit, or other document submitted under this chapter; or

(6) the corporation is 90 days delinquent in filing a notice of change of an officer or director as required by this chapter.

The application must set out

(1) the name of the corporation and the state or country under the laws of which it is incorporated;

(2) the date of incorporation and the period of duration of the corporation;

(3) the address of the principal office of the corporation in the state or country under the laws of which it is incorporated;

(4) the address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at that address;

(5) the purpose or purposes of the corporation which it proposes to pursue in conducting its affairs in the state;

(6) the names and addresses of the directors and officers of the corporation;

(7) additional information which may be necessary or appropriate in order to enable the commissioner to determine whether the corporation is entitled to a certificate of authority to conduct affairs in the state;

(8) the name and address of a person owning at least five percent of the shares, or five percent of any class of shares, and the percentage of the shares or class of shares owned by that person.

(a) The registered agent of a corporation is an agent upon whom process, notice or demand required or permitted by law to be served upon the corporation may be served.

(b) Whenever a corporation fails to appoint or maintain a registered agent in the state, the commissioner is an agent of the corporation upon whom the process, notice, or demand may be served. Service is made upon the commissioner as agent by leaving with the commissioner, or with a clerk having charge of the corporation department of the commissioner's office, duplicate copies of the process, notice or demand. When process, notice or demand is served on the commissioner, the commissioner shall immediately forward a copy of it by registered mail to the corporation at its registered office. Service on the commissioner is returnable in not less than 30 days.

(c) The commissioner shall keep a record of processes, notices, and demands served on the commissioner. The record must show the time of service and the commissioner's action with reference to the service.

(d) This chapter does not limit or affect the right to serve process, notice or demand required or permitted by law to be served upon a corporation in any other manner permitted by law.

(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended in the manner set out in this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting.

(c) Written notice setting out the proposed restated articles or a summary of the provisions shall be given to each member entitled to vote within the time and in the manner provided in this chapter for giving notice of meetings to members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions may be included in the notice of the annual meeting.

(d) At the meeting a vote of the members entitled to vote shall be taken on the proposed restated articles. The restated articles shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote who are present at the meeting or represented by proxy.

(e) If there are no members, or no members entitled to vote, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(a) A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing a transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner set out in this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting out the proposed plan of distribution or a summary shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for giving notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

(c) If there are no members, or no members entitled to vote, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

(d) A plan of distribution shall be immediately filed with the commissioner. The plan of distribution must state the number of members and the number of directors voting for and against it.

(a) If the registered agent of a corporation, domestic or foreign, changes the location of an office from one address to another within a city or town, or from one city or town in the state to another, the agent may change the registered office for each corporation for whom the agent is acting as registered agent by filing in the office of the commissioner a statement setting out

(1) the name of the agent;

(2) the address of the office before change;

(3) the address to which the office is changed; and

(4) a list of corporations for whom the agent is furnishing a registered office.

(b) The statement in (a) of this section shall be executed by the registered agent in the agent's individual name and, if the agent is a corporation, domestic or foreign, it shall be executed by its president or a vice-president. The statement shall be delivered to the commissioner who, upon finding that it complies with this chapter, shall file it in the commissioner's office. The change becomes effective when the statement is filed.

(c) A registered agent may resign by filing a written notice, executed in duplicate, with the commissioner. The commissioner shall immediately mail a copy of the notice to the corporation at its registered office. The appointment of the agent terminates 30 days after receipt of the notice by the commissioner.

The assets of a corporation in the process of dissolution shall be applied and distributed as follows:

(1) all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor;

(2) assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements;

(3) assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, under a plan of distribution adopted as provided in this chapter;

(4) other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) any remaining assets may be distributed to persons, societies, organizations or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.

(a) The commissioner may propound to a domestic or foreign corporation and to an officer or director of a domestic or foreign corporation those interrogatories reasonably necessary and proper for ascertaining whether the corporation has complied with the provisions of this chapter.

(b) The interrogatories shall be answered within 30 days after mailing, or within the additional time fixed by the commissioner, and the answers shall be full and complete, in writing and under penalty of unsworn falsification under AS 11.56.210 . If the interrogatories are directed to an individual, they shall be answered by that individual and, if directed to a corporation, they shall be answered by the president, vice-president, secretary, or assistant secretary of the corporation.

(c) The commissioner need not file the document to which the interrogatories relate until the interrogatories are properly answered and need not then file the document if the answers disclose that the document does not conform to the provisions of this chapter.

(d) The commissioner shall certify to the attorney general, for appropriate action, all interrogatories and answers that disclose a violation of this chapter.

In this chapter, unless the context otherwise requires,

(1) 'articles of incorporation' means the original or restated articles of incorporation or articles of consolidation and all amendments to them, including articles of merger;

(2) 'board of directors' means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated;

(3) 'bylaws' means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated;

(4) 'commissioner' means commissioner of commerce, community, and economic development;

(5) 'corporation' or 'domestic corporation' means a nonprofit corporation subject to the provisions of this chapter, except a foreign corporation;

(6) 'department' means the Department of Commerce, Community, and Economic Development;

(7) 'foreign corporation' means a nonprofit corporation organized under laws other than the laws of this state;

(8) 'insolvent' means inability of a corporation to pay its debts as they become due in the usual course of its business;

(9) 'member' means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws;

(10) 'nonprofit corporation' means a corporation no part of the income or profit of which is distributed to its members, directors or officers.

(a) An act of a corporation and a conveyance or transfer of real or personal property to or by a corporation is not invalid because the corporation did not have capacity or power to perform the act or to convey or receive the property. However, lack of capacity or power may be asserted as provided in this section.

(b) The assertion may be made in a proceeding by a member or director against the corporation to enjoin the performance of an act or the transfer of real or personal property by or to the corporation. 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 corporation is a party, the court may, if the parties to the contract are parties to the proceeding and if the court considers it equitable, set aside and enjoin the performance of the contract. In so doing the court may allow compensation to the corporation or to the other parties to the contract 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. The court may not award anticipated profits to be derived from the performance of the contract as a loss or damage sustained.

(c) The assertion may be made in a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the incumbent or former officers or directors of the corporation.

(d) The assertion may be made in a proceeding by the attorney general to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.

(a) A corporation may, at any time before the issuance of a certificate of dissolution by the commissioner, revoke the action taken to dissolve the corporation, in the manner set out in this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of revocation be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

(c) If there are no members, or no members entitled to vote, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(d) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote on it, the corporation may again conduct its affairs.

(e) Upon the adoption of the resolution, a copy shall immediately be filed with the commissioner. The resolution must state the number of members and the number of directors voting for and against it.

The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition of the assets shall be applied and distributed as follows:

(1) all costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made for payment;

(2) assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred or conveyed in accordance with these requirements;

(3) assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court may direct;

(4) other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others;

(5) any remaining assets may be distributed to persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct.

(a) The biennial report of a domestic or foreign corporation must be delivered to the commissioner before July 2 of the reporting year. A domestic corporation filing its articles of incorporation and a foreign corporation receiving a certificate of authority during an even-numbered year must file the biennial report before July 2 of each even-numbered year. A corporation 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. The biennial report is delinquent if not filed before August 1 of each odd or even year as provided in this section. Delinquent returns are subject to the penalty prescribed in AS 10.20.325 .

(b) [Repealed, Sec. 48 ch 170 SLA 1976].

(c) Proof to the satisfaction of the commissioner that before August 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is compliance with (a) of this section.

(d) Upon finding that the report conforms to the requirements of this chapter, the commissioner shall file it. Upon finding that it does not conform to the requirements of this chapter, the commissioner shall return it promptly to the corporation for necessary corrections. If the report is corrected to conform to the requirements of this chapter and returned to the commissioner in sufficient time to be filed before October 1 of the year in which it is due, the penalties for failure to file the report provided in AS 10.20.645 do not apply.

(a) The commissioner shall establish by regulation and charge and collect fees for filing

(1) articles of incorporation and issuing a certificate of incorporation;

(2) articles of amendment and issuing a certificate of amendment;

(3) restated articles of incorporation and issuing a restated certificate of incorporation;

(4) articles of merger or consolidation and issuing a certificate of merger or consolidation;

(5) a statement of change of address of registered office or change of registered agent, or both;

(6) articles of dissolution;

(7) an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority;

(8) an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority;

(9) a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to conduct affairs in this state;

(10) a copy of articles of merger of a foreign corporation holding a certificate of authority to conduct affairs in this state;

(11) an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal;

(12) any other statement or report, including a biennial report, of a domestic or foreign corporation.

(b) The department may by regulation charge each corporation subject to this chapter a fixed fee in place of the various fees specified in this chapter and for routine administrative services rendered to the corporation by the department.

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members.

(b) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by the attorney-in-fact for the member. A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy. If directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.

(c) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate the member's vote and to give one candidate a number of votes equal to the member's vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates.

(d) If a corporation has no members or its members have no right to vote, the directors shall have sole voting power.

(e) The articles of incorporation or the bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which the quorum is present is necessary for adoption unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.

If voluntary dissolution proceedings have not been revoked, then, after all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made for payment, and all of the remaining property and assets of the corporation transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation 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 corporation;

(2) if there are members entitled to vote,

(A) a statement setting out the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(B) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote;

(3) if there are no members, or no members entitled to vote, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office;

(4) that all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for the payment;

(5) a copy of the plan of distribution, if any, as adopted by the corporation, or a statement that no plan was adopted;

(6) that all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter;

(7) that there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against it in a pending suit.

(a) A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the manner set out in this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge, or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix the terms and conditions thereof and the consideration to be received by the corporation therefor. This authorization shall require at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. After authorization by a vote of members, the board of directors may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under related contracts, without further action or approval by members.

(c) If there are no members, or no members entitled to vote, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.

Article 05. DISSOLUTION

(a) A corporation may dissolve and wind up its affairs in the manner set out in (b) and (c) of this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

(c) If there are no members, or no members entitled to vote, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

(d) Upon the adoption of a resolution by the members, or by the board of directors if there are no members or no members entitled to vote, the corporation shall cease to conduct its affairs except as may be necessary to wind them up, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.

(e) Following the adoption of a resolution to dissolve, a copy of it executed by the corporation's president or vice-president and a secretary or assistant secretary shall be immediately filed with the commissioner. The resolution must state the number of members and the number of directors voting for and against it.

(f) A corporation, which has filed a resolution of voluntary dissolution, which has not concluded its affairs and received a certificate of dissolution, within two years after the date of filing the resolution, shall be involuntarily dissolved by the commissioner.

(a) The articles of incorporation of every nonprofit corporation which is a private foundation, as defined in 26 U.S.C. 509 (Internal Revenue Code of 1954), are considered to contain provisions prohibiting the corporation from

(1) engaging in an act of self-dealing, as defined in 26 U.S.C. 4941(d) (Internal Revenue Code of 1954), which would give rise to liability for the tax imposed by 26 U.S.C. 4941(a) (Internal Revenue Code of 1954);

(2) retaining excess business holdings, as defined in 26 U.S.C. 4943(c) (Internal Revenue Code of 1954), which would give rise to liability for the tax imposed by 26 U.S.C. 4943(a) (Internal Revenue Code of 1954);

(3) making an investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of 26 U.S.C. 4944 (Internal Revenue Code of 1954), so as to give rise to liability for the tax imposed by 26 U.S.C. 4944(a) (Internal Revenue Code of 1954); and

(4) making taxable expenditures, as defined in 26 U.S.C. 4945(d) (Internal Revenue Code of 1954), which would give rise to liability for the tax imposed by 26 U.S.C. 4945(a) (Internal Revenue Code of 1954).

(b) The articles of incorporation of every nonprofit corporation that is a private foundation, as defined in 26 U.S.C. 509 (Internal Revenue Code of 1954), are considered to contain a provision requiring the corporation to distribute, for the purposes specified in its articles of incorporation, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by 26 U.S.C. 4942(a) (Internal Revenue Code of 1954).

(c) A nonprofit corporation may at any time amend its articles of incorporation or other instrument governing the corporation, by any amendment process open to it under the laws of this state, to provide that some or all provisions of (a) and (b) of this section do not apply to the corporation. A nonprofit corporation formed after August 23, 1971 may provide in its articles of incorporation that some or all provisions of (a) and (b) of this section do not apply to the corporation.

(d) In this section, references to provisions of the Internal Revenue Code of 1954 include future amendments to those provisions.

(a) Upon the issuance of the certificate of merger or the certificate of consolidation, the merger or consolidation becomes effective.

(b) Merger or consolidation has the following effect:

(1) the merging or consolidating corporations are a single corporation, which, in the case of a merger, is the corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, is the new corporation provided for in the plan of consolidation;

(2) the separate existence of the corporations, except the surviving or new corporation, ceases;

(3) the surviving or new corporation has the rights, privileges, immunities and powers and is subject to the duties and liabilities of a corporation organized under this chapter;

(4) the surviving or new corporation possesses the rights, privileges, immunities and franchises, public and private, of the merging or consolidating corporations; all real, personal and mixed property, and all debts due, including subscriptions to shares, and all other choses in action, and every other interest of or belonging to or due to each of the corporations are transferred to and vested in the surviving or new corporation; the title to real estate, or interest in real estate, vested in the corporations does not revert nor is it in any way impaired because of the merger or consolidation;

(5) the surviving or new corporation is liable for the liabilities and obligations of each of the corporations merged or consolidated; a claim existing or action or proceeding pending by or against the corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place; neither the rights of creditors nor liens upon the property of a merging or consolidating corporation are impaired by the merger or consolidation;

(6) in the case of a merger, the articles of incorporation of the surviving corporation are amended to the extent that changes in its articles of incorporation are stated in the plan of merger; in the case of a consolidation, the statements set out in the articles of consolidation which are required or permitted to be set out in the articles of incorporation of corporations organized under this chapter are the original articles of incorporation of the new corporation.

(a) The articles of incorporation must set out

(1) the name of the corporation;

(2) the period of its duration, which may be perpetual;

(3) the purpose or purposes for which the corporation is organized;

(4) provisions, not inconsistent with law, which the incorporators elect to set out in the articles of incorporation for the regulation of the internal affairs of the corporation, including provision for distribution of assets on dissolution or final liquidation;

(5) the address of its initial registered office, and the name of its initial registered agent at the address;

(6) the number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors;

(7) the name and address of each incorporator.

(b) It is not necessary to set out in the articles of incorporation any of the corporate powers enumerated in this chapter.

(c) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws is controlling. In all other cases, if a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

(d) 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 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; or

(3) a transaction from which the director derives an improper personal benefit.

(e) The provisions of (d) 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 (d) of this section.

A corporation may

(1) have perpetual succession by its corporate name unless its duration is limited by its articles of incorporation;

(2) sue and be sued, complain and defend, in its corporate name;

(3) adopt and use a corporate seal or a facsimile thereof, which may be altered at pleasure, and which may be impressed or affixed or in any manner reproduced;

(4) purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest in the property, wherever situated;

(5) sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets;

(6) lend money to its employees other than its officers and directors and otherwise assist its employees, officers and directors;

(7) purchase, take, receive, subscribe to, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(8) make contracts, incur liabilities, borrow money at rates of interests the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income;

(9) lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

(10) transact its business, carry on its operations, have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States, or in any foreign country;

(11) elect or appoint officers and agents of the corporation, who may be directors or members, define their duties and fix their compensation;

(12) make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of the state, for the administration and regulation of the affairs of the corporation;

(13) make donations for public welfare or for charitable, scientific or educational purposes; and in time of war make donations in aid of war activities;

(14) indemnify a director, officer or former director or officer of the corporation, or a person who has served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by that person in connection with the defense of any action, suit or proceeding, civil or criminal, in which that person is made a party by reason of being or having been a director or officer, except in relation to matters in which that person was adjudged, in the action, suit or proceeding, to be liable for negligence or misconduct in the performance of corporate duties; and to make any other indemnification authorized by the articles of incorporation or bylaws, or resolution adopted after notice by the members entitled to vote;

(15) pay pensions and establish pension plans or pension trusts for its directors, officers and employees;

(16) cease its corporate activities and surrender its corporate franchise;

(17) have and exercise all powers necessary or convenient to effect the purposes for which the corporation is organized.