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Alaska Statutes.

Title 10. Corporations and Associations

Chapter 6. Alaska Corporations Code

Section 418. Proxies.

AS 10.06.418. Proxies.

(a) Each person entitled to vote shares may authorize another person or persons to act by proxy with respect to the shares. A proxy purporting to be executed in accordance with the provisions of this chapter is presumed valid.

(b) A proxy is not valid after the expiration of 11 months from the date of the proxy unless it qualifies as an irrevocable proxy under (e) of this section. A proxy continues in full force and effect until revoked by the person executing it, except as provided in this section. A person may revoke a proxy by a writing delivered to the corporation stating that the proxy is revoked, by a subsequent proxy executed by the person executing the prior proxy and delivered to the corporation, or by attendance at the meeting and voting in person, or by remote communication, by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which the proxies are mailed.

(c) A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of the death or incapacity is received by the corporation.

(d) Except as provided otherwise by written agreement of the parties, the record holder of shares held by a person as pledgee or otherwise as security or that belong to another shall, upon demand and payment of necessary expenses, issue a proxy to vote to the pledgor or to the owner of the shares.

(e) Notwithstanding (c) of this section, a proxy that states that it is irrevocable is irrevocable for the period specified in the proxy when it is held by the following or a nominee of the following:

(1) a person to whom the shares are pledged for the performance of an obligation or the payment of a debt;

(2) a person who has purchased, agreed to purchase, or holds an option to purchase the shares or a person who has sold a portion of the shares of the person in the corporation to the maker of the proxy;

(3) a person who has contracted to perform services as an employee of the corporation, if a proxy is required by the contract of employment and if the proxy states that it was given in consideration of the contract of employment, the name of the employee, and the period of employment contracted for;

(4) a person designated by or under an agreement under AS 10.06.425 ; or

(5) a beneficiary of a trust with respect to shares held by the trust.

(f) Notwithstanding the period of irrevocability specified in a proxy, the proxy becomes revocable when the pledge is redeemed, the option or agreement to purchase is terminated or the seller no longer owns any shares of the corporation or dies, the period of employment provided for in the contract of employment has terminated, the agreement under AS 10.06.425 has terminated, or the person ceases to be a beneficiary of the trust. In addition, a proxy may be made irrevocable if it is given to secure the performance of a duty or to protect a title, either legal or equitable, until the happening of events that, by its terms, discharge the obligations secured by it.

(g) Notwithstanding a provision in a proxy that makes the proxy irrevocable, a proxy is revoked when the shares are transferred unless the transferee knows about the provision or the proxy, or the irrevocability or notice of the proxy appears on a certificate representing the shares.