(a) Unless a provision is contained in the articles, the bylaws must state the number of directors of the corporation or state that the number of directors may not be less than a stated number or more than a stated number, with the exact number of the directors to be fixed, within the limits specified, by approval of the board or the shareholders in the manner provided in the bylaws. If the articles provide for the number of directors, the number of directors may only be changed by an amendment to the articles.

Terms Used In Alaska Statutes 10.06.230

  • 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 board: means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not within the competence of the committee under Alaska Stat. See Alaska Statutes 10.06.990
  • 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
  • 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.
  • Quorum: The number of legislators that must be present to do business.
  • remote communication: means communication by means of electronic communication, conference telephone, videoconference, the Internet, electronic transmission, or other means by which persons not physically present in the same location may communicate with and hear each other on a substantially simultaneous basis. 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
  • state: means any of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, or any other territory or possession of the United States. 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
(b)[Repealed, Sec. 59 ch 82 SLA 1989].
(c) After the issuance of shares, a bylaw specifying or changing a fixed number of directors, or the maximum or minimum number of directors or changing from a fixed to a variable board or vice versa, shall be adopted by approval of the outstanding shares.
(d) Notwithstanding (c) of this section, a bylaw or amendment of the articles of incorporation reducing the fixed or minimum number of directors to a number less than five may not be adopted if the number of votes cast against its adoption at a meeting is more than 16-2/3 percent of the outstanding shares entitled to vote.
(e) The bylaws may contain any provision, not in conflict with law or the articles of incorporation, for the management of the business of the corporation and for the conduct of the affairs of the corporation, including

(1) a provision referred to in Alaska Stat. § 10.06.210 (2), (3), or (4);
(2) the time, for meetings held at a designated place, the place, and the manner, including by remote communication, of calling, conducting, and giving notice of meetings of shareholders, directors, and committees;
(3) the manner of execution, revocation, and use of proxies;
(4) the qualifications, duties, and compensation of directors; the time of their annual election; and the requirements of a quorum for directors’ and committee meetings;
(5) the appointment and authority of committees of the board;
(6) the appointment, duties, compensation, and tenure of officers;
(7) the mode of determination of holders of record of the shares of the corporation;
(8) the making of annual reports and financial statements to the shareholders.
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