(a) A corporation shall amend its articles of incorporation in the following manner:

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Terms Used In Alaska Statutes 10.06.504

  • action: includes any matter or proceeding in a court, civil or criminal. See Alaska Statutes 01.10.060
  • 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.
  • approval of the outstanding shares: means approved by the affirmative vote of a majority of the outstanding shares entitled to vote. See Alaska Statutes 10.06.990
  • articles of incorporation: means the original or restated articles of incorporation and all amendments and includes articles of merger. See Alaska Statutes 10.06.990
  • 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
  • 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.
  • 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
  • vote: includes authorization by written consent subject to the provisions of Alaska Stat. See Alaska Statutes 10.06.990
(1) if shares have not been issued, the board shall adopt a resolution setting out the proposed amendment or amendments;
(2) subject to Alaska Stat. § 10.06.506, if shares have been issued, an amendment shall be approved by the board and the outstanding shares; approval may be initiated by the shareholders either before or after consideration by the board; if the board adopts a resolution setting out a proposed amendment, the board shall direct that the amendment be submitted to a vote at a meeting of shareholders that may be either the annual or a special meeting; if approval of the outstanding shares is obtained before action by the board, the board shall consider and either approve or reject the amendment at the next regular or special meeting;
(3) unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more of the following amendments to the articles of incorporation without shareholder action:

(A) to delete the names and addresses of the initial directors;
(B) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the commissioner; or
(C) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding.
(b) A proposed amendment may be contained in restated articles of incorporation that contain

(1) a statement that except for the designated amendment the restated articles correctly set out without change the provisions of the articles being amended; and
(2) a statement that the restated articles together with the designated amendment supersede the original articles and all amendments to the original articles.
(c) Written notice setting out the proposed amendment or amendments or a summary of the changes to be made shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the amendment is to be considered at an annual meeting, the proposed amendment or summary may be included in the notice of the annual meeting.
(d) The requirement of an affirmative vote of at least two-thirds of the shares entitled to vote for the adoption of an amendment to the articles of incorporation as provided in former Alaska Stat. § 10.05.276 shall remain in force for corporations existing before July 1, 1989.
(e) Notwithstanding (d) of this section, an election to be governed by the voting provisions of Alaska Stat. § 10.06.504 – 10.06.506, may be made in the same manner as an amendment to the articles of incorporation is made under those sections. An election under this subsection requires the affirmative vote of at least two-thirds of the shares entitled to vote under former Alaska Stat. § 10.05.276(3).
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