(a) The articles of incorporation must set forth

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Terms Used In Alaska Statutes 10.15.350

  • 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: means articles of incorporation. See Alaska Statutes 10.15.595
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • board: means board of directors. See Alaska Statutes 10.15.595
  • cooperative: means a cooperative corporation subject to the provisions of this chapter. See Alaska Statutes 10.15.595
  • 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.
  • corporation: means a corporation that is not a cooperative. See Alaska Statutes 10.15.595
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Fiduciary: A trustee, executor, or administrator.
  • membership stock: means a class of stock, continuous ownership of which is required for membership in a cooperative. See Alaska Statutes 10.15.595
(1) the name of the cooperative and that it is a cooperative;
(2) the period of duration, which may be perpetual;
(3) the purposes for which the cooperative is organized;
(4) whether the cooperative is organized with or without membership stock, the amount of the membership fee, and the limitations, if any, on transfer of a membership;
(5) the number and par value, if any, of shares of each authorized class of stock, and if more than one class is authorized, the designation, preferences, limitations and relative rights of each class;
(6) which classes of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to the classes of membership stock;
(7) any limitation of the right to acquire or recall stock;
(8) the basis of distribution of assets in the event of dissolution or liquidation;
(9) the address of its initial registered office and the name of its initial registered agent at that address;
(10) the number of directors, not less than three, constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of the members or until their successors are elected and take office;
(11) the name and address of each incorporator.
(b) In addition to the matters required to be set out in the articles of incorporation by (a) of this section, the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for the breach of fiduciary duty as a director. The articles of incorporation may not eliminate or limit the liability of a director for

(1) a breach of a director’s duty of loyalty to the corporation;
(2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3) wilful or negligent conduct involved in the payment of dividends or the redemption of stock from other than lawfully available funds; or
(4) a transaction from which the director derives an improper personal benefit.
(c) The provisions of (b) of this section do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by (b) of this section.
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