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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 210. Articles of Incorporation; Optional Provisions.
previous: Section 208
. Articles of Incorporation.
next: Section 213
. Delivery of Articles of Incorporation.
AS 10.06.210. Articles of Incorporation; Optional Provisions.
The articles of incorporation may set out
- (1) any of the following provisions, which are not effective unless expressly provided in the articles:
- (A) a provision granting, with or without limitations, the power to levy assessments upon the shares or class of shares;
- (B) a provision removing from shareholders preemptive rights to subscribe to any or all issues of shares or securities;
- (C) special qualifications of persons who may be shareholders;
- (D) a provision limiting the duration of the corporation's existence to a specified date;
- (E) a provision restricting or eliminating the power of the board or of the outstanding shares to adopt, amend, or repeal
provisions of the bylaws as provided in AS 10.06.228
- (F) a provision requiring, for any corporate action except as provided in AS 10.06.460
and AS 10.06.605
, the vote of a larger proportion or of all of the shares of a class or series, or the vote or quorum for taking action
of a larger proportion or of all of the directors, than is otherwise required by this chapter;
- (G) a provision limiting or restricting the business in which the corporation may engage or the powers that the
corporation may exercise or both;
- (H) a provision conferring upon the holder of an evidence of indebtedness, issued or to be issued by the corporation, the
right to vote in the election of directors and on any other matters on which shareholders may vote;
- (I) a provision conferring on shareholders the right to determine the consideration for which shares shall be issued;
- (J) a provision requiring the approval of the shareholders or the approval of the outstanding shares for a corporate
action, even though not otherwise required by this chapter;
- (K) a provision that one or more classes or series of shares are redeemable as provided in AS 10.06.325
- (L) [Repealed, Sec. 59 ch 82 SLA 1989].
- (M) a provision that confers or imposes the powers, duties, privileges, and liabilities of directors upon delegates under
- (N) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for
monetary damages for the breach of fiduciary duty as a director; the articles of incorporation may not eliminate or
limit the liability of a director for (i) a breach of a director's duty of loyalty to the corporation or its
stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of
law; (iii) wilful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than
lawfully available funds; or (iv) a transaction from which the director derives an improper personal benefit; the
provisions of this paragraph do not eliminate or limit the liability of a director for an act or omission that occurs
before the effective date of the articles of incorporation or of an amendment to the articles of incorporation
authorized by this paragraph;
- (2) reasonable restrictions upon the right to transfer or hypothecate shares of a class or series, but a restriction is
not binding on shares issued before the adoption of the restriction unless the holders of those shares voted in favor
of the restriction;
- (3) the names and addresses of the persons appointed to act as initial directors;
- (4) any other provision not in conflict with this chapter for the management of the business and for the conduct of the
affairs of the corporation, including any provision that is required or permitted by this chapter to be stated in the
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