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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 230. Bylaws: Number of Directors and Other Content.
previous: Section 228
. Bylaws: Adoption, Amendment or Repeal.
next: Section 233
. Location and Inspection of Bylaws.
AS 10.06.230. Bylaws: Number of Directors and Other Content.
- (a) Unless a provision is contained in the articles, the bylaws must state the number of directors of the corporation or
state that the number of directors may not be less than a stated number or more than a stated number, with the exact
number of the directors to be fixed, within the limits specified, by approval of the board or the shareholders in the
manner provided in the bylaws. If the articles provide for the number of directors, the number of directors may only be
changed by an amendment to the articles.
- (b) [Repealed, Sec. 59 ch 82 SLA 1989].
- (c) After the issuance of shares, a bylaw specifying or changing a fixed number of directors, or the maximum or minimum
number of directors or changing from a fixed to a variable board or vice versa, shall be adopted by approval of the
- (d) Notwithstanding (c) of this section, a bylaw or amendment of the articles of incorporation reducing the fixed or
minimum number of directors to a number less than five may not be adopted if the number of votes cast against its
adoption at a meeting is more than 16-2/3 percent of the outstanding shares entitled to vote.
- (e) The bylaws may contain any provision, not in conflict with law or the articles of incorporation, for the management of
the business of the corporation and for the conduct of the affairs of the corporation, including but not limited to,
- (1) a provision referred to in AS 10.06.210
(2), (3), or (4);
- (2) the time, place, and manner of calling, conducting and giving notice of meetings of shareholders, directors, and
- (3) the manner of execution, revocation, and use of proxies;
- (4) the qualifications, duties, and compensation of directors; the time of their annual election; and the requirements of
a quorum for directors' and committee meetings;
- (5) the appointment and authority of committees of the board;
- (6) the appointment, duties, compensation, and tenure of officers;
- (7) the mode of determination of holders of record of the shares of the corporation;
- (8) the making of annual reports and financial statements to the shareholders.
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