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Title 10. Corporations And Associations


Published: 2015

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Sec. 09.80.090. Retention of electronic records; originals.

 (a) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information in the record that

 (1) accurately reflects the information set out in the record after it was first generated in its final form as an electronic record or otherwise; and

 (2) remains accessible for later reference.

 (b) A requirement to retain a record under (a) of this section does not apply to any information the sole purpose of which is to enable the record to be sent, communicated, or received.

 (c) A person may satisfy (a) of this section by using the services of another person if the requirements of that subsection are satisfied.

 (d) If a law requires a record to be presented or retained in its original form, or provides consequences if the record is not presented or retained in its original form, that law is satisfied by an electronic record retained in accordance with (a) of this section.

 (e) If a law requires retention of a check, that requirement is satisfied by retention of an electronic record of the information on the front and back of the check in accordance with (a) of this section.

 (f) A record retained as an electronic record in accordance with (a) of this section satisfies a law requiring a person to retain a record for evidentiary, audit, or like purposes, unless a law enacted after July 1, 2004 specifically prohibits the use of an electronic record for the specified purpose.

 (g) This section does not preclude a governmental agency of this state from specifying additional requirements for the retention of a record subject to the agency's jurisdiction.

Sec. 09.80.100. Admissibility in evidence.

In a proceeding, evidence of a record or signature may not be excluded solely because it is in electronic form.

Sec. 09.80.110. Automated transaction.

In an automated transaction, the following rules apply:

 (1) a contract may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents' actions or the resulting terms and agreements;

 (2) a contract may be formed by the interaction of an electronic agent and an individual, acting on the individual's own behalf or for another person, including by an interaction in which the individual performs actions that the individual is free to refuse to perform and that the individual knows or has reason to know will cause the electronic agent to complete the transaction or performance;

 (3) the terms of the contract are determined by the substantive law applicable to it.

Sec. 09.80.120. Time and place of sending and receipt.

 (a) Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it

 (1) is addressed properly or otherwise directed properly to an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record;

 (2) is in a form capable of being processed by that system; and

 (3) enters an information processing system outside the control of the sender or of a person who sent the electronic record on behalf of the sender or enters a region of the information processing system designated or used by the recipient that is under the control of the recipient.

 (b) Unless otherwise agreed between a sender and the recipient, an electronic record is received when it

 (1) enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and

 (2) is in a form capable of being processed by that system.

 (c) Subsection (b) of this section applies even if the place the information processing system is located is different from the place the electronic record is considered to be received under (d) of this section.

 (d) Unless otherwise expressly provided in the electronic record or agreed between the sender and the recipient, an electronic record is considered to be sent from the sender's place of business and to be received at the recipient's place of business. For purposes of this subsection, the following rules apply:

 (1) if the sender or recipient has more than one place of business, the place of business of that person is the place having the closest relationship to the underlying transaction;

 (2) if the sender or the recipient does not have a place of business, the place of business is the sender's or recipient's residence, as the case may be.

 (e) An electronic record is received under (b) of this section even if no individual is aware of its receipt.

 (f) Receipt of an electronic acknowledgment from an information processing system described in (b) of this section establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received.

 (g) If a person is aware that an electronic record purportedly sent under (a) of this section, or purportedly received under (b) of this section, was not actually sent or received, the legal effect of the sending or receipt is determined by other applicable law. Except to the extent permitted by the other law, the requirements of this subsection may not be varied by agreement.

Sec. 09.80.130. Transferable records.

 (a) A person has control of a transferable record if a system employed for evidencing the transfer of interests in the transferable record reliably establishes that person as the person to whom the transferable record was issued or transferred.

 (b) A system satisfies (a) of this section, and a person is considered to have control of a transferable record, if the transferable record is created, stored, and assigned in such a manner that

 (1) a single authoritative copy of the transferable record exists that is unique, identifiable, and, except as otherwise provided in (4) - (6) of this subsection, unalterable;

 (2) the authoritative copy identifies the person asserting control as the person to whom the transferable record was

 (A) issued; or

 (B) most recently transferred if the authoritative copy indicates that the transferable record has been transferred;

 (3) the authoritative copy is communicated to and maintained by the person asserting control or the person's designated custodian;

 (4) copies or revisions that add or change an identified assignee of the authoritative copy can be made only with the consent of the person asserting control;

 (5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

 (6) any revision of the authoritative copy is readily identifiable as authorized or unauthorized.

 (c) Except as otherwise agreed, a person having control of a transferable record is the holder, as defined in AS 45.01.211 (b), of the transferable record and has the same rights and defenses as a holder of an equivalent record or writing under the Uniform Commercial Code, including, if the applicable statutory requirements under AS 45.03.302(a), AS 45.07.501 , or AS 45.29.308 are satisfied, the rights and defenses of a holder in due course, a holder to which a negotiable document of title has been duly negotiated, or a purchaser, respectively. Delivery, possession, and endorsement are not required to obtain or exercise a right under this subsection.

 (d) Except as otherwise agreed, an obligor under a transferable record has the same rights and defenses as an equivalent obligor under equivalent records or writings under the Uniform Commercial Code.

 (e) If requested by a person against whom enforcement is sought, the person seeking to enforce the transferable record shall provide reasonable proof that the person is in control of the transferable record. Proof may include access to the authoritative copy of the transferable record and related business records sufficient to review the terms of the transferable record and to establish the identity of the person having control of the transferable record.

 (f) In this section, "transferable record" means an electronic record that

 (1) would be a note under AS 45.03 or a document under AS 45.07 if the electronic record were in writing; and

 (2) the issuer of the electronic record expressly has agreed is a transferable record.

Sec. 09.80.140. Creation and retention of electronic records and conversion of written records by governmental agencies.

Each governmental agency of this state shall determine whether, and the extent to which, the governmental agency will create and retain electronic records and convert written records to electronic records.

Sec. 09.80.150. Acceptance and distribution of electronic records by governmental agencies.

 (a) Except as otherwise provided in AS 09.80.090 (f), each governmental agency of this state shall determine whether, and the extent to which, the governmental agency will send and accept electronic records and electronic signatures to and from other persons and otherwise create, generate, communicate, store, process, use, and rely upon electronic records and electronic signatures.

 (b) To the extent that a governmental agency uses electronic records and electronic signatures under (a) of this section, the governmental agency, giving due consideration to security, may specify

 (1) the manner and format in which the electronic records must be created, generated, sent, communicated, received, and stored and the systems established for those purposes;

 (2) if electronic records must be signed by electronic means, the type of electronic signature required, the manner and format in which the electronic signature must be affixed to the electronic record, and the identity of, or criteria that must be met by, a third party used by a person filing a document to facilitate the process;

 (3) control processes and procedures as appropriate to ensure adequate preservation, disposition, integrity, security, confidentiality, and auditability of electronic records; and

 (4) any other required attributes for electronic records that are specified for corresponding nonelectronic records or that are reasonably necessary under the circumstances.

 (c) Except as otherwise provided in AS 09.80.090 (f), this chapter does not require a governmental agency of this state to use or permit the use of electronic records or electronic signatures.

Sec. 09.80.160. Interoperability.

A governmental agency of this state that adopts standards under AS 09.80.150 may encourage and promote consistency and interoperability with similar requirements adopted by other governmental agencies of this and other states and the federal government and nongovernmental persons interacting with governmental agencies of this state. If appropriate, those standards may specify differing levels of standards from which governmental agencies of this state may choose in implementing the most appropriate standard for a particular application.

Sec. 09.80.190. Definitions.

In this chapter,

 (1) "agreement" means the bargain of the parties in fact, as found in their language or inferred from other circumstances and from rules, regulations, and procedures given the effect of agreements under laws otherwise applicable to a particular transaction;

 (2) "automated transaction" means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of one or both parties are not reviewed by an individual in the ordinary course of affairs in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction;

 (3) "computer program" means a set of statements or instructions to be used directly or indirectly in an information processing system in order to bring about a certain result;

 (4) "contract" means the total legal obligation resulting from the parties' agreement as affected by this chapter and other applicable law;

 (5) "electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities;

 (6) "electronic agent" means a computer program or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, without review or action by an individual;

 (7) "electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means;

 (8) "electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record;

 (9) "governmental agency" means an executive, legislative, or judicial agency, department, board, commission, authority, institution, or instrumentality, of the federal government or of a state or of a county, municipality, or other political subdivision of a state;

 (10) "information" means data, text, images, sounds, codes, computer programs, software, databases, or similar items;

 (11) "information processing system" means an electronic system for creating, generating, sending, receiving, storing, displaying, or processing information;

 (12) "person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, governmental agency, public corporation, or any other legal or commercial entity;

 (13) "record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

 (14) "security procedure" means a procedure employed for the purpose of verifying that an electronic signature, record, or performance is that of a specific person or for detecting changes or errors in the information in an electronic record; "security procedure" includes a procedure that requires the use of algorithms or other codes, identifying words or numbers, encryption, or call-backs or other acknowledgment procedures;

 (15) "state" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States, and includes an Indian tribe or band or Alaska Native village that is recognized by federal law or formally acknowledged by a state;

 (16) "transaction" means an action or set of actions occurring between two or more persons relating to the conduct of business, commercial, or governmental affairs;

 (17) "Uniform Commercial Code" means AS 45.01 - AS 45.08, AS 45.12, AS 45.14, and AS 45.29.

Sec. 09.80.195. Short title.

This chapter may be cited as the Uniform Electronic Transactions Act.

Title 10. CORPORATIONS AND ASSOCIATIONS
Chapter 10.05. ALASKA BUSINESS CORPORATION ACT

[Repealed, Sec. 6 ch 166 SLA 1988].

Chapter 10.06. ALASKA CORPORATIONS CODE

Article 01. CORPORATE PURPOSES AND POWERS

Sec. 10.06.005. Purposes.

A corporation may be organized under this chapter for any lawful purpose.

Sec. 10.06.010. General powers.

Subject to the limitations in its articles of incorporation, the provisions of this chapter and other applicable law, a corporation has all the powers of a natural person in carrying out its business activities, including, without limitation, the power to

 (1) have perpetual succession by its corporate name;

 (2) sue and be sued in its corporate name;

 (3) adopt a corporate seal and alter it, and use it by having it or a facsimile of it impressed, affixed, or reproduced;

 (4) buy, take, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in, real or personal property or an interest in the property, wherever situated;

 (5) sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or a part of its property and assets;

 (6) lend money, if properly approved, to its employees, officers, and directors, and otherwise assist its employees, officers, and directors;

 (7) buy, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or an instrumentality of these;

 (8) make contracts and guarantees, incur liabilities, borrow money at the rates of interest the corporation determines, issue notes, bonds, and other obligations, and secure its obligations by mortgage or pledge of all or any of its property, franchise and income;

 (9) lend money for its corporate purposes, invest and reinvest its money, and take and hold real and personal property as security for the payment of money loaned or invested;

 (10) conduct business, carry on operations, and have offices and exercise the powers granted by this chapter in a state, territory, district, or possession of the United States, or in a foreign country;

 (11) elect or appoint officers and agents of the corporation and define their duties and fix their compensation;

 (12) make and alter bylaws not inconsistent with its articles of incorporation or with state law, for the administration and regulation of the affairs of the corporation;

 (13) donate for the public welfare or for charitable, scientific or educational purposes, and in time of war donate in aid of war activities;

 (14) transact lawful business in time of war in aid of the United States in the prosecution of the war;

 (15) pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans and other incentive plans for its directors, officers, and employees;

 (16) cease its corporate activities and surrender its corporate franchise;

 (17) have and exercise the powers of a limited or general partner or a joint venturer in association with one or more persons, corporations, partnerships, or associations;

 (18) have and exercise all powers necessary or convenient to carry out the purposes for which the corporation is organized.

Sec. 10.06.015. Defense of ultra vires.

 (a) An act of a corporation or a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or to make or receive the transfer, but the lack of capacity or power may be asserted

 (1) in an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or personal property by or to the corporation; if the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under a contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action, set aside and enjoin the performance of the contract, and in so doing may allow to the corporation or to the other parties to the contract, compensation as may be equitable for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of the contract; however, anticipated profits to be derived from the contract may not be awarded by the court as a loss or damage sustained;

 (2) in an action by or in the right of the corporation to obtain a judgment in its favor against an incumbent or former officer, director, or incorporator of the corporation for loss or damage due to that individual's unauthorized act;

 (3) in an action or special proceeding by the commissioner to annul or dissolve the corporation or to enjoin it from the doing of unauthorized business.

 (b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by foreign corporations of real property situated in this state.

Sec. 10.06.020. Limitations on powers of shareholders, officers, and directors.

A limitation upon the powers of the shareholders, officers, or directors, or the manner or exercise of their powers, contained in or implied by the articles of incorporation, bylaws, or action of the board, or by AS 10.06.605 - 10.06.678 or 10.06.705 - 10.06.788 or by a shareholders' agreement may not be asserted as between the corporation or a shareholder and a third person, except in a proceeding

 (1) by a shareholder or the state to enjoin the doing or continuance of unauthorized business by the corporation or its officers, or both, in a case where a third party has not acquired rights under AS 10.06.025(a);

 (2) to dissolve the corporation; or

 (3) by the corporation or by a shareholder suing in a representative suit against the officers or directors of the corporation for violation of their duty.

Sec. 10.06.025. Contracts or conveyances binding domestic and foreign corporations.

 (a) A contract or conveyance made in the name of the corporation that is authorized or ratified by the board, or is done within the scope of the authority, actual or apparent, conferred by the board or within the agency power of the officers executing it, except as the board's authority is limited by law, binds the corporation, and the corporation acquires rights under the contract, whether the contract is executed or is wholly or in part executory.

 (b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by foreign corporations of real property situated in this state.

Article 02. NAME, REGISTERED AGENT, REGISTERED OFFICE, AND SERVICE ON CORPORATION