Advertising with us can place you in front of thousands of visitors a day. Learn more!
- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 468. Executive and Other Board Committees.
previous: Section 465
. Vacancies and Resignation; Special Meeting of Shareholders.
next: Section 470
. Meetings: Call, Place, Notice, and Waiver.
AS 10.06.468. Executive and Other Board Committees.
- (a) If authorized by the articles or the bylaws of the corporation, the board, by resolution adopted by a majority of the
entire board, may designate from among its members an executive committee and other committees of the board. Unless the
number of directors fixed in accordance with AS 10.06.453
is less than three, each committee shall have at least two members, who serve at the pleasure of the board of
directors. Each committee, to the extent provided in the resolution or the articles or bylaws of the corporation, has
the authority of the board, except that a committee may not
- (1) declare dividends or distributions;
- (2) approve or recommend to shareholders actions or proposals required by this chapter to be approved by shareholders;
- (3) designate candidates for the office of director, for purposes of proxy solicitation or otherwise, or fill vacancies on
the board or any committee of the board;
- (4) amend the bylaws;
- (5) approve a plan or merger not requiring shareholder approval;
- (6) capitalize retained earnings;
- (7) authorize or approve the reacquisition of shares unless under a general formula or method specified by the board;
- (8) authorize or approve the issuance or sale of, or a contract to issue or sell, shares or designate the terms of a
series of a class of shares, unless the board, having acted regarding general authorization for the issuance or sale of
shares, a contract to issue or sell, or the designation of a series, authorizes a committee, under a general formula or
method specified by the board by resolution or by adoption of a stock option or other plan, to fix the terms of a
contract for the sale of the shares and to fix the terms upon which the shares may be issued or sold, including,
without limitation, the price, the dividend rate, provisions for redemption, sinking funds, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with
full power in the committee to adopt a final resolution setting out all the terms of a series for filing with the
commissioner under this chapter; or
- (9) authorize, approve, or ratify contracts or other transactions between the corporation and one or more of its
directors, or between the corporation and a corporation, firm, or association in which one or more of its directors has
a material financial interest under AS 10.06.478.
- (b) The designation of a committee, the delegation to the committee of authority, or action by the committee under that
authority does not alone constitute compliance by a member of the board or the committee in question with the
responsibility to act in good faith, in a manner the member reasonably believes to be in the best interests of the
corporation, and with the care, including reasonable inquiry, as an ordinarily prudent person in a like position would
use under similar circumstances.
All content © 2008 by Touch
N' Go/Bright Solutions, Inc.
Note to HTML Version:
This version of the Alaska Statutes is current through December, 2007. 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.