(a) The articles of incorporation must set out

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Alaska Statutes 10.20.151

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • articles of incorporation: means the original or restated articles of incorporation or articles of consolidation and all amendments to them, including articles of merger. See Alaska Statutes 10.20.920
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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. See Alaska Statutes 10.20.920
  • 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. See Alaska Statutes 10.20.920
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Fiduciary: A trustee, executor, or administrator.
(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.