The articles of incorporation may set out

(1) any of the following provisions, which are not effective unless expressly provided in the articles:

Terms Used In Alaska Statutes 10.06.210

  • 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
  • approval of the shareholders: means approved or ratified by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of shareholders (Alaska Stat. 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
  • 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.
  • 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
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Quorum: The number of legislators that must be present to do business.
  • series of shares: means those shares within a class that have the same rights, preferences, privileges, and restrictions but that differ in one or more rights, preferences, privileges, or restrictions from other shares within the same class. 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
(A) a provision granting, with or without limitations, the power to levy assessments on the shares or class of shares;
(B) a provision removing from shareholders preemptive rights to subscribe to any or all issues of shares or securities;
(C) special qualifications of persons who may be shareholders;
(D) a provision limiting the duration of the corporation‘s existence to a specified date;
(E) a provision restricting or eliminating the power of the board or of the outstanding shares to adopt, amend, or repeal provisions of the bylaws as provided in Alaska Stat. § 10.06.228;
(F) a provision requiring, for any corporate action except as provided in Alaska Stat. § 10.06.460 and 10.06.605, the vote of a larger proportion or of all of the shares of a class or series, or the vote or quorum for taking action of a larger proportion or of all of the directors, than is otherwise required by this chapter;
(G) a provision limiting or restricting the business in which the corporation may engage or the powers that the corporation may exercise or both;
(H) a provision conferring on the holder of an evidence of indebtedness, issued or to be issued by the corporation, the right to vote in the election of directors and on any other matters on which shareholders may vote;
(I) a provision conferring on shareholders the right to determine the consideration for which shares shall be issued;
(J) a provision requiring the approval of the shareholders or the approval of the outstanding shares for a corporate action, even though not otherwise required by this chapter;
(K) a provision that one or more classes or series of shares are redeemable as provided in Alaska Stat. § 10.06.325;
(L) a provision that confers or imposes the powers, duties, privileges, and liabilities of directors on delegates under Alaska Stat. § 10.06.450;
(M) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders 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 (i) a breach of a director’s duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) wilful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than lawfully available funds; or (iv) a transaction from which the director derives an improper personal benefit; the provisions of this subparagraph 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 this subparagraph;
(N) if the number of shares of a series is authorized to be fixed by the board, a provision authorizing the board, within the limits and restrictions stated in the articles or stated in a resolution of the board originally fixing the number of shares constituting a series, to increase or decrease, but not below the number of shares of the series then outstanding, the number of shares of a series after the issue of shares of that series; if the number of shares of a series are decreased, the shares constituting the decrease shall resume the status they had before the adoption of the resolution originally fixing the number of shares of the series;
(2) reasonable restrictions on the right to transfer or hypothecate shares of a class or series, but a restriction is not binding on shares issued before the adoption of the restriction unless the holders of those shares voted in favor of the restriction;
(3) the names and addresses of the persons appointed to act as initial directors;
(4) any other provision not in conflict with this chapter for the management of the business and for the conduct of the affairs of the corporation, including any provision that is required or permitted by this chapter to be stated in the bylaws.
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