Sec. 10.06.504. Procedure to amend articles of incorporation; application to certain elections.

518 words·~2 min read·/ak/title-10/chapter-6/10-06-504

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(a)A corporation shall amend its articles of incorporation in the following manner:

(1)if shares have not been issued, the board shall adopt a resolution setting out the proposed amendment or amendments;

(2)subject to AS 10.06.506 , if shares have been issued, an amendment shall be approved by the board and the outstanding shares; approval may be initiated by the shareholders either before or after consideration by the board; if the board adopts a resolution setting out a proposed amendment, the board shall direct that the amendment be submitted to a vote at a meeting of shareholders that may be either the annual or a special meeting; if approval of the outstanding shares is obtained before action by the board, the board shall consider and either approve or reject the amendment at the next regular or special meeting;

(3)unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the articles of incorporation without shareholder action:

(A)to delete the names and addresses of the initial directors;

(B)to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the commissioner; or

(C)to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding.

(b)A proposed amendment may be contained in restated articles of incorporation that contain

(1)a statement that except for the designated amendment the restated articles correctly set out without change the provisions of the articles being amended; and

(2)a statement that the restated articles together with the designated amendment supersede the original articles and all amendments to the original articles.

(c)Written notice setting out the proposed amendment or amendments or a summary of the changes to be made shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the amendment is to be considered at an annual meeting, the proposed amendment or summary may be included in the notice of the annual meeting.

(d)The requirement of an affirmative vote of at least two-thirds of the shares entitled to vote for the adoption of an amendment to the articles of incorporation as provided in former AS 10.05.276 shall remain in force for corporations existing before July 1, 1989. This subsection does not apply to a corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act).

(e)Notwithstanding

(d)of this section, an election to be governed by the voting provisions of AS 10.06.504 — 10.06.506, may be made in the same manner as an amendment to the articles of incorporation is made under those sections. An election under this subsection requires the affirmative vote of at least two-thirds of the shares entitled to vote under former AS 10.05.276 (3).