(a) The board of directors shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the articles fix the number of directors, in which case a change in the number of directors shall be made only by amendment of the articles. If the number of directors is not otherwise set, the number of directors is three.
Terms Used In Alaska Statutes 10.06.453
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
board: means the board of directors of a domestic or foreign corporation. See Alaska Statutes 10.06.990
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
shares: means the units into which the proprietary interests in a corporation are divided. See Alaska Statutes 10.06.990
vacancy: when used with respect to the board means any authorized position of director that is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors, or otherwise. See Alaska Statutes 10.06.990
(b) Except as otherwise provided in Alaska Stat. § 10.06.230 and this section, the number of directors may be increased or decreased by amendment of the articles or the bylaws or by action of the board or the shareholders under the specific provisions of an article or a bylaw adopted by approval of the outstanding shares. A change in the number of directors, including by amendment of the articles, is subject to the following limitations:
(1) if the board is authorized by the articles or the bylaws to change the number of directors, whether by amending the bylaws or by taking action under the specific provision of an article or a bylaw adopted by approval of the outstanding shares, the amendment or action shall require the vote of a majority of the entire board;(2) a decrease in the number of directors may not shorten the term of an incumbent director.(c) The articles may provide for the election of one or more directors by the holders of the shares of a class or series voting as a class or series.(d) The names and addresses of the members of the first board may be stated in the articles. The members of the first board hold office until the first annual meeting of shareholders, and until their successors have been elected and qualified.(e) At the first annual meeting of shareholders and at each subsequent annual meeting the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in the case of the classification of directors as permitted by Alaska Stat. § 10.06.455. A director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
