(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended in the manner set out in this section.

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Terms Used In Alaska Statutes 10.20.196

  • articles of incorporation: means the original or restated articles of incorporation or articles of consolidation and all amendments to them, including articles of merger. See Alaska Statutes 10.20.920
  • board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated. See Alaska Statutes 10.20.920
  • 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.
  • member: means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Alaska Statutes 10.20.920
(b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting.
(c) Written notice setting out the proposed restated articles or a summary of the provisions shall be given to each member entitled to vote within the time and in the manner provided in this chapter for giving notice of meetings to members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions may be included in the notice of the annual meeting.
(d) At the meeting a vote of the members entitled to vote shall be taken on the proposed restated articles. The restated articles shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote who are present at the meeting or represented by proxy.
(e) If there are no members, or no members entitled to vote, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.