Sec. 10.06.502. Permitted and prohibited amendments.

521 words·~2 min read·/ak/title-10/chapter-6/10-06-502

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)By complying with the provisions of this chapter a corporation may amend its articles of incorporation from time to time and in as many respects as desired if its articles as amended contain only provisions that would be lawful to insert in original articles filed at the time of the filing of the amendment.

(b)In particular, and without limitation upon the general power of amendment, a corporation may amend its articles of incorporation to

(1)change its corporate name;

(2)extend a limitation upon its period of duration;

(3)change, enlarge, or diminish a limitation upon its corporate purpose;

(4)increase or decrease the aggregate number of shares, or shares of a class, that the corporation has authority to issue;

(5)exchange, classify, reclassify, or cancel all or part of its shares, whether issued or unissued;

(6)change the designation of all or a part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights of all or part of its shares, whether issued or unissued;

(7)change shares of a class, whether issued or unissued, into a different number of shares of the same class or into the same or a different number of shares of other classes;

(8)create new classes or shares having rights and preferences either prior and superior or subordinate and inferior to the shares of a class then authorized, whether issued or unissued;

(9)cancel or otherwise affect the right of the holders of the shares of a class to receive dividends that have accrued but have not been declared;

(10)divide a preferred or special class of shares, whether issued or unissued, into series and fix and determine the designation of the series and the variations in the relative rights and preferences as between the shares of the series;

(11)authorize the board to establish, out of authorized but unissued shares, series of a preferred or special class of shares and fix and determine the relative rights and preferences of the shares of the series;

(12)authorize the board to fix and determine the relative rights and preferences of the authorized but unissued shares of series in which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences are to be changed;

(13)revoke, diminish, or enlarge the authority of the board to establish series out of authorized but unissued shares of a preferred or special class and fix and determine the relative rights and preferences of the shares of that series; and

(14)limit, deny, or grant to shareholders of a class the preemptive right to acquire additional shares of the corporation, whether then or thereafter authorized.

(c)A corporation may not amend its articles of incorporation to alter a statement that may appear in the original articles of the names and addresses of the first directors, or the name and address of the initial agent, except to correct an error in the statement or to delete either after the corporation has filed a notice under AS 10.06.165 or 10.06.813.