(a) If authorized by the articles or the bylaws of the corporation, the board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees of the board. Unless the number of directors fixed in accordance with Alaska Stat. § 10.06.453 is less than three, each committee shall have at least two members, who serve at the pleasure of the board of directors. Each committee, to the extent provided in the resolution or the articles or bylaws of the corporation, has the authority of the board, except that a committee may not

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Terms Used In Alaska Statutes 10.06.468

  • action: includes any matter or proceeding in a court, civil or criminal. See Alaska Statutes 01.10.060
  • board: means the board of directors of a domestic or foreign corporation. See Alaska Statutes 10.06.990
  • commissioner: means the commissioner of commerce, community, and economic development or a designee of the commissioner. See Alaska Statutes 10.06.990
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • director: means a natural person designated in the articles of incorporation or elected by the incorporators as a director and includes a natural person and successor of that person designated, elected, or appointed by any other name or title to act as a director. See Alaska Statutes 10.06.990
  • entire board: means the total number of directors that the corporation has if there are no vacancies. See Alaska Statutes 10.06.990
  • person: means an individual, a corporation, a partnership, an association, a joint-stock company, an estate, a trust if the interests of the beneficiaries are evidenced by a security, an unincorporated association, a government, a political subdivision of a government, or a combination of these entities. See Alaska Statutes 10.06.990
  • proxy: means a written authorization or an electronic transmission signed by a shareholder or the shareholder's attorney-in-fact giving another person power to vote with respect to the shares of the shareholder. See Alaska Statutes 10.06.990
  • retained earnings: means the account of the corporation representing undistributed and uncapitalized net profits, income, gains, and losses from the date of incorporation. See Alaska Statutes 10.06.990
  • shareholder: means a holder of record of a share in a corporation. See Alaska Statutes 10.06.990
  • shares: means the units into which the proprietary interests in a corporation are divided. See Alaska Statutes 10.06.990
(1) declare dividends or distributions;
(2) approve or recommend to shareholders actions or proposals required by this chapter to be approved by shareholders;
(3) designate candidates for the office of director, for purposes of proxy solicitation or otherwise, or fill vacancies on the board or any committee of the board;
(4) amend the bylaws;
(5) approve a plan or merger not requiring shareholder approval;
(6) capitalize retained earnings;
(7) authorize or approve the reacquisition of shares unless under a general formula or method specified by the board;
(8) authorize or approve the issuance or sale of, or a contract to issue or sell, shares or designate the terms of a series of a class of shares, unless the board, having acted regarding general authorization for the issuance or sale of shares, a contract to issue or sell, or the designation of a series, authorizes a committee, under a general formula or method specified by the board by resolution or by adoption of a stock option or other plan, to fix the terms of a contract for the sale of the shares and to fix the terms upon which the shares may be issued or sold, including, without limitation, the price, the dividend rate, provisions for redemption, sinking funds, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in the committee to adopt a final resolution setting out all the terms of a series for filing with the commissioner under this chapter; or
(9) authorize, approve, or ratify contracts or other transactions between the corporation and one or more of its directors, or between the corporation and a corporation, firm, or association in which one or more of its directors has a material financial interest under Alaska Stat. § 10.06.478.
(b) The designation of a committee, the delegation to the committee of authority, or action by the committee under that authority does not alone constitute compliance by a member of the board or the committee in question with the responsibility to act in good faith, in a manner the member reasonably believes to be in the best interests of the corporation, and with the care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
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