(a) A corporation organized under 43 U.S.C. § 1601 et seq. as amended (Alaska Native Claims Settlement Act) shall be incorporated under and is subject to this chapter except
Terms Used In Alaska Statutes 10.06.960
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.
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
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
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.
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
distribution to its shareholders: means the transfer of cash or property by a corporation or its subsidiary to its shareholders without consideration, whether by way of dividend or otherwise, except a dividend in shares of the corporation, or the purchase or redemption of its shares for cash or property. See Alaska Statutes 10.06.990
Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
person: means an individual, a corporation, a partnership, an association, a joint-stock company, an estate, a trust if the interests of the beneficiaries are evidenced by a security, an unincorporated association, a government, a political subdivision of a government, or a combination of these entities. See Alaska Statutes 10.06.990
proxy: means a written authorization or an electronic transmission signed by a shareholder or the shareholder's attorney-in-fact giving another person power to vote with respect to the shares of the shareholder. See Alaska Statutes 10.06.990
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
retained earnings: means the account of the corporation representing undistributed and uncapitalized net profits, income, gains, and losses from the date of incorporation. See Alaska Statutes 10.06.990
Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
(1) each corporation shall issue without further consideration the number of shares of common stock that may be necessary to comply with the requirements of the Act and all stock so issued is considered fully paid and nonassessable when issued;(2) unless otherwise provided in the articles of incorporation, the capital
(A) is considered the consideration for the initial issuance of shares; and(B) of a corporation organized under the Act includes the
(i) land or interests in it conveyed to the corporation by the United States under the Act, except that which is required to be conveyed under 43 U.S.C. § 1613 (c)(1), (3), and (4), entered at its fair value to the corporation upon receiving the conveyance of it; and(ii) money, when received under 43 U.S.C. § 1605 and 43 U.S.C. § 1608, that is retained by the corporation and that is not immediately distributed or required to be distributed under 43 U.S.C. § 1606 (j).(b) Notwithstanding the provision of Alaska Stat. § 10.06.305 – 10.06.390, payment from the money of a corporation organized under the Act that is required by the language of the Act to be distributed to shareholders or to other corporations so organized is not a distribution to its shareholders as defined in Alaska Stat. § 10.06.990.(c) Notwithstanding the provisions of Alaska Stat. § 10.06.546, a plan of merger, consolidation, or exchange in which each participating corporation either (1) was organized under the Act, within the same one of the 12 regions of Alaska established under the Act, or (2) resulted from the prior merger, consolidation, or exchange of other similarly organized corporations within the same region, is approved if it receives the affirmative vote of the holders of at least a majority of the outstanding shares of each corporation. If a class of shares of a corporation specified in this subsection is entitled to vote as a class, the plan of merger, consolidation, or exchange is approved if it receives the affirmative vote of the holders of at least a majority of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares. Notwithstanding Alaska Stat. § 10.06.574 – 10.06.582, a plan of merger, consolidation, or exchange approved under this section before December 19, 1991, may not include a right of shareholders to dissent.(d)[Repealed, Sec. 21 ch 6 SLA 1993].(e) Notwithstanding the provision of Alaska Stat. § 10.06.502 – 10.06.510, a corporation organized under the Act may amend its articles by a vote of the board of directors in order for the corporation to comply with the mandatory requirements of the Act.(f) Notwithstanding the other provisions of this chapter, a corporation organized under the Act is governed by the Act to the extent the Act is inconsistent with this chapter, and the corporation may take any action, including amendment of its articles, authorized by the Act, and the action is considered to be approved and adopted if approved under the Act. An amendment approved under the Act and delivered to the commissioner under Alaska Stat. § 10.06.512 shall be filed by the commissioner under Alaska Stat. § 10.06.910, and a certificate of amendment shall be issued.(g) Notwithstanding Alaska Stat. § 10.06.358, if there are no retained earnings, the directors of a corporation organized under the Act may declare and pay distributions in cash or property out of its net profits for the fiscal year in which the distribution is declared and for the preceding fiscal year, except when the corporation is insolvent under Alaska Stat. § 10.06.360. For the purposes of this subsection, a corporation’s debts include the amounts it is required to distribute under 43 U.S.C. § 1606 (i) and 43 U.S.C. § 1606 (j). The directors may determine the net profits derived from the exploitation or liquidation of wasting assets without consideration of the depletion of those assets resulting from lapse of time, consumption, liquidation, or exploitation, of the assets, and a distribution declared from those net profits shall be described, concurrently with distribution of the net profits to shareholders, as a distribution from wasting assets without consideration of the depletion of the assets. In this subsection, “wasting assets” means timber resources and subsurface estates.(h) Notwithstanding Alaska Stat. § 10.06.358, the directors of a corporation organized under the Act may, from time to time, distribute to its shareholders in partial liquidation a portion of the corporation’s assets out of capital, in cash or property, except that a distribution
(1) may not be made at a time when the corporation is insolvent under Alaska Stat. § 10.06.360;(2) may not be made unless the articles of incorporation authorize the board to make the distribution or the distribution is authorized by the affirmative vote of the holders of at least two-thirds of the outstanding shares;(3) when made, shall be identified as a distribution in partial liquidation and the amount per share shall be disclosed to the shareholders concurrently with the distribution.(i) Notwithstanding Alaska Stat. § 10.06.633 (e), a corporation that is organized as a Native corporation under the Act, that has been involuntarily dissolved by the commissioner under Alaska Stat. § 10.06.633, and that has failed to apply for reinstatement during the period established under Alaska Stat. § 10.06.633 (e), may be reinstated under Alaska Stat. § 10.06.633 (e) within one year of June 29, 1994. The reinstated corporation and its shareholders have all of the rights, privileges, liabilities, and obligations that would have applied to them if the corporation had not been dissolved, and all corporate and shareholder actions taken during the period of dissolution are considered to be as valid as if dissolution had not occurred.(j) If a corporation is formed before June 29, 1994 to replace a Native corporation that has been involuntarily dissolved under Alaska Stat. § 10.06.633, and if the replacing corporation has the same name as the dissolved corporation, the replacing corporation and its shareholders succeed, upon payment of any amounts that would have been required for the reinstatement of the dissolved corporation under Alaska Stat. § 10.06.633 (e), to all of the rights, privileges, liabilities, and obligations that would have applied to the dissolved corporation and its shareholders if the dissolved corporation had been reinstated under Alaska Stat. § 10.06.633 (e).(k) Notwithstanding (i) of this section and Alaska Stat. § 10.06.633 (e), a corporation that is organized as a Native village corporation under the Act, that has been involuntarily dissolved by the commissioner under Alaska Stat. § 10.06.633, and that has failed to apply for reinstatement during the period established under Alaska Stat. § 10.06.633 (e) may be reinstated under Alaska Stat. § 10.06.633 (e) on or before December 31, 2020. The reinstated corporation and its shareholders have all of the rights, privileges, liabilities, and obligations that would have applied to them if the corporation had not been dissolved, and all corporate and shareholder actions taken during the period of dissolution are considered to be as valid as if dissolution had not occurred. If a corporation elects to reinstate under this subsection and if the corporation’s previously used corporate name is no longer available for use by the corporation, then, notwithstanding Alaska Stat. § 10.06.502 – 10.06.510, an amendment to the articles of incorporation changing the previously used corporate name may be adopted by action of the corporation’s board of directors alone.(l)[Renumbered as Alaska Stat. § 10.06.504 (d)].(m)[Renumbered as Alaska Stat. § 10.06.504 (e)].(n) Notwithstanding Alaska Stat. § 10.06.504 (d), an amendment to the articles of incorporation of a corporation organized under 43 U.S.C. § 1601 et seq. (Alaska Native Claims Settlement Act) and incorporated under former Alaska Stat. § 10.05.005 to add a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages under Alaska Stat. § 10.06.210 (1)(M) may be adopted by the affirmative vote of a majority of the shares represented at the regular or special meeting at which a quorum is present in person, by proxy, or by remote communication.(o) Notwithstanding Alaska Stat. § 10.06.455 (b) and 10.06.504 (d), an amendment to the articles of incorporation of a village corporation organized under 43 U.S.C. § 1601 et seq. (Alaska Native Claims Settlement Act) and incorporated under former Alaska Stat. § 10.05.005 to add a provision authorizing the classification of directors under Alaska Stat. § 10.06.455 may be adopted by the affirmative vote of a majority of the shares represented at a regular or special meeting at which a quorum is present in person, by proxy, or by remote communication.(p) Notwithstanding Alaska Stat. § 10.06.504 (d), a Native corporation incorporated under former Alaska Stat. Chapter 10.05 before July 1, 1989, may amend its articles under this subsection to reduce the quorum necessary to hold a meeting of shareholders to one-third of the outstanding shares entitled to vote at a meeting, represented in person, by remote communication, or by proxy. An amendment under this subsection is approved if it receives an affirmative vote of two-thirds of the shares represented in person, by remote communication, or by proxy at an annual meeting. The Native corporation may not use the reduced quorum established under this subsection to adopt other amendments of the articles or to adopt resolutions to which 43 U.S.C. § 1629b applies. Alaska Stat. § 10.06.504 (d) continues to apply to the adoption of other amendments of the articles.(q) In this section,
(1) “Act ” means 43 U.S.C. § 1601 et seq. (Alaska Native Claims Settlement Act);(2) “Native corporation” has the meaning given in 43 U.S.C. § 1602 (m).
