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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 460. Removal of Director Without Cause.
previous: Section 458
. Declaration of Board Vacancy Where Director of Unsound Mind.
next: Section 463
. Removal of Director By Superior Court.
AS 10.06.460. Removal of Director Without Cause.
- (a) At a regular or special meeting for which notice is given under AS 10.06.410 and this section, any or all of the directors
may be removed without reason if the removal is approved by the outstanding shares, subject to the following:
- (1) in the case of a corporation with 500 or more holders of record entitled to vote on the removal and election of
directors, as determined under AS 10.06.408
, written or printed notice of intention to seek removal under this section shall be delivered either personally or by
mail to each shareholder of record entitled to vote at the meeting and if notice of intention to seek removal under
this section is
- (A) delivered to the president or secretary of the corporation at least 75 days before the date of the annual meeting it
shall be included on the notice stating the place, day, and hour of the annual meeting without cost to the shareholder
seeking removal; or
- (B) not timely under (A) of this paragraph the shareholder seeking removal may, at the expense of that shareholder,
deliver either personally or by mail the notice required by (1) of this subsection at any time up to 20 days before the
date set for the annual meeting; if mailed, notice is considered delivered when deposited with postage prepaid in the
United States mail addressed to the shareholder at the address appearing on the stock transfer books of the
- (2) unless cumulative voting rights under AS 10.06.420
(d) have been eliminated by the articles of incorporation, a director may not be removed, unless the entire board is
removed, if the votes cast against removal would be sufficient to elect a director if voted cumulatively at an election
at which the same total number of votes were cast; and
- (3) if by provision in the articles of incorporation the holders of the shares of a class or series, voting as a class or
series, are entitled to elect one or more directors, a director elected in that manner may be removed only by the
applicable vote of the holders of the shares of that class or series.
- (b) Except as provided in this section and AS 10.06.458
, 10.06.463, and 10.06.465(c), a director may not be removed before the
expiration of the term of office of the director.
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