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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 10. Business and Industrial Development Corporation Act
- Section 120. Directors and Officers; Annual and Special Meetings.
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AS 10.10.120. Directors and Officers; Annual and Special Meetings.
- (a) The business and affairs of the corporation shall be conducted by a board of directors, a president, a vice president,
a secretary, a treasurer, and other officers and agents the corporation by its bylaws may authorize. The board of
directors shall consist of a number not less than seven nor more than 21, determined in the first instance by the
incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors
may exercise all the powers of the corporation except those that are conferred by law or by the bylaws of the
corporation upon the stockholders or members and shall choose and appoint all the agents and officers of the
corporation and fill all vacancies except on the board of directors. The board of directors shall be elected in the
first instance by the incorporators and thereafter at the annual meeting, which shall be held during the month of
January or, if no annual meeting can be held in the year of incorporation, then within 90 days after the approval of
the articles of incorporation at a special meeting. At each annual meeting, or at each special meeting held as
provided in this section, the members of the corporation shall elect two-thirds of the board of directors, and the
stockholders shall elect the remaining directors. The directors hold office until the next annual meeting of the
corporation or special meeting held in lieu of the annual meeting after the election and until their successors are
elected and qualified unless sooner removed in accordance with the bylaws. A vacancy in the office of a director
elected by the members shall be filled by the directors elected by the members, and a vacancy in the office of a
director elected by the stockholders shall be filled by the directors elected by the stockholders.
- (b) Directors and officers are not responsible for losses unless they are occasioned by the willful misconduct of the
directors and officers.
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