Alaska Statutes: AS 10.06.468. Executive and Other Board Committees.

Alaska Statutes. Title 10. Corporations and Associations Chapter 6. Alaska Corporations Code Section 468. Executive and Other Board Committees.

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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.

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