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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 455. Classification of Directors.
previous: Section 453
. Number, Election, and Tenure of Directors; Initial Directors.
next: Section 458
. Declaration of Board Vacancy Where Director of Unsound Mind.
AS 10.06.455. Classification of Directors.
- (a) If the board consists of three or more members, the articles of incorporation may provide that instead of electing all
the directors annually the directors be divided into either two or three classes, each class to be as nearly equal in
number as possible, with the term of office of directors of the first class to expire at the first annual meeting of
shareholders after their election, that of the second class to expire at the second annual meeting after their
election, and that of the third class, if any, to expire at the third annual meeting after their election. At each
annual meeting after the classification the number of directors equal to the number of the class whose term expires at
the time of the meeting shall be elected to hold office until the second succeeding annual meeting if there are two
classes, or until the third succeeding annual meeting if there are three classes. A classification of directors is not
effective before the first annual meeting of shareholders.
- (b) Unless cumulative voting rights under AS 10.06.420
(d) have been eliminated by the articles of incorporation, an amendment of the articles that would establish or require
classification of the board under (a) of this section may not be adopted if the votes cast against the amendment would
be sufficient to elect a director if voted cumulatively at an election of the entire board.
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