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Alaska Statutes.

Title 10. Corporations and Associations

Chapter 6. Alaska Corporations Code

Section 210. Articles of Incorporation; Optional Provisions.

AS 10.06.210. Articles of Incorporation; Optional Provisions.

The articles of incorporation may set out

(1) any of the following provisions, which are not effective unless expressly provided in the articles:

(A) a provision granting, with or without limitations, the power to levy assessments upon the shares or class of shares;

(B) a provision removing from shareholders preemptive rights to subscribe to any or all issues of shares or securities;

(C) special qualifications of persons who may be shareholders;

(D) a provision limiting the duration of the corporation's existence to a specified date;

(E) a provision restricting or eliminating the power of the board or of the outstanding shares to adopt, amend, or repeal provisions of the bylaws as provided in AS 10.06.228 ;

(F) a provision requiring, for any corporate action except as provided in AS 10.06.460 and AS 10.06.605 , the vote of a larger proportion or of all of the shares of a class or series, or the vote or quorum for taking action of a larger proportion or of all of the directors, than is otherwise required by this chapter;

(G) a provision limiting or restricting the business in which the corporation may engage or the powers that the corporation may exercise or both;

(H) a provision conferring upon the holder of an evidence of indebtedness, issued or to be issued by the corporation, the right to vote in the election of directors and on any other matters on which shareholders may vote;

(I) a provision conferring on shareholders the right to determine the consideration for which shares shall be issued;

(J) a provision requiring the approval of the shareholders or the approval of the outstanding shares for a corporate action, even though not otherwise required by this chapter;

(K) a provision that one or more classes or series of shares are redeemable as provided in AS 10.06.325 ;

(L) [Repealed, Sec. 59 ch 82 SLA 1989].

(M) a provision that confers or imposes the powers, duties, privileges, and liabilities of directors upon delegates under AS 10.06.450;

(N) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director; the articles of incorporation may not eliminate or limit the liability of a director for (i) a breach of a director's duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) wilful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than lawfully available funds; or (iv) a transaction from which the director derives an improper personal benefit; the provisions of this paragraph do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by this paragraph;

(2) reasonable restrictions upon the right to transfer or hypothecate shares of a class or series, but a restriction is not binding on shares issued before the adoption of the restriction unless the holders of those shares voted in favor of the restriction;

(3) the names and addresses of the persons appointed to act as initial directors;

(4) any other provision not in conflict with this chapter for the management of the business and for the conduct of the affairs of the corporation, including any provision that is required or permitted by this chapter to be stated in the bylaws.

Note to HTML Version:

This version of the Alaska Statutes is current through December, 2004. The Alaska Statutes were automatically converted to HTML from a plain text format. Every effort has been made to ensure their accuracy, but this can not be guaranteed. If it is critical that the precise terms of the Alaska Statutes be known, it is recommended that more formal sources be consulted. For statutes adopted after the effective date of these statutes, see, Alaska State Legislature If any errors are found, please e-mail Touch N' Go systems at E-mail. We hope you find this information useful.

Last modified 9/3/2005