Alaska Statutes Title 10, Chapter 10.15, Article 01 - Substantive Provisions

• Sec. 10.15.005 Purposes for Which Cooperatives May Be Organized.
  A cooperative may be organized under this chapter for any lawful purpose, except for the purpose of banking or insurance or the furnishing of...
• Sec. 10.15.010 General Powers.
  Each cooperative may(1) have perpetual succession unless a limited period of duration is stated in its articles;(2) sue and be sued, complain and defend,...
• Sec. 10.15.015 Bylaws.
  The board of directors shall adopt the initial bylaws of a cooperative. The members of the cooperative may alter, amend or repeal the bylaws...
• Sec. 10.15.020 Membership.
  (a) Membership in a cooperative is conditioned on ownership of a share of membership stock or payment of a membership fee as set forth...
• Sec. 10.15.025 Registered Office and Registered Agent.
  Each cooperative shall continuously maintain in this state a registered(1) office which may, but need not, be the same as its place of business;(2)...
• Sec. 10.15.030 Change of Registered Office or Agent.
  A cooperative may change its registered office or registered agent under the procedure set out in AS 10.06.165 , and a person who has...
• Sec. 10.15.035 Service on Agent is Service on Cooperative.
  A registered agent appointed by a cooperative is an agent of the cooperative upon whom process, notice or demand required or permitted by law...
• Sec. 10.15.040 Defense of Ultra Vires.
  An act or a transfer of property to or by a cooperative is not invalid because it is in excess of the cooperative's power...
• Sec. 10.15.045 Capital Stock.
  A cooperative, including a cooperative that requires a membership fee rather than the holding of membership stock as a prerequisite of membership, may issue...
• Sec. 10.15.050 Membership Stock.
  The articles may require that members own one or more shares of membership stock, and may provide limitations on the issuance and transferability of...
• Sec. 10.15.055 Transfer of Stock.
  Unless restricted by the articles, stock other than membership stock may be issued or transferred without limitation.
• Sec. 10.15.060 Payment Required for Issuance.
  A stock certificate may not be issued except upon payment of the par value of the shares it represents if the shares have par...
• Sec. 10.15.065 No Preemptive Right to New Issues.
  Shareholders have no preemptive right to purchase additional shares.
• Sec. 10.15.070 Certificates Representing Shares.
  Each certificate of stock of a cooperative must bear the manual or facsimile signature of a principal officer and must include the following information:(1)...
• Sec. 10.15.075 Manner of Voting by Shareholders.
  AS 10.06.420 relating to voting of shares in business corporations applies to shareholders of cooperatives and shares of the capital stock of cooperatives other...
• Sec. 10.15.080 Determining Who are Shareholders for Purposes of Notice, Voting, and Dividends.
  For the purpose of determining shareholders entitled to notice of or to vote at meetings, or entitled to receive payment of a dividend, the...
• Sec. 10.15.085 Subscription for Shares.
  A subscription for shares of a cooperative is irrevocable for six months unless otherwise provided by the subscription agreement, or unless all subscribers consent...
• Sec. 10.15.090 Limitation of Liability of Members.
  Except for a debt lawfully contracted between a member and the cooperative, a member is not liable for the debts of the cooperative in...
• Sec. 10.15.095 Dividends on Capital Stock.
  A cooperative organized with capital stock may pay the dividend upon capital stock authorized by its articles if its capital is not impaired and...
• Sec. 10.15.100 Recall, Acquisition, Exchange, Redemption, and Reissuance of Stock or Other Evidence of Equity.
  Unless the articles provide otherwise, a cooperative may recall membership stock upon termination of membership, and acquire, exchange, redeem, and reissue its own shares...
• Sec. 10.15.105 Limitations on Acquisition, Recall, Exchange, or Redemption.
  No acquisition, recall, or redemption of stock or other evidence of equity may be made if the result would be to bring the value...
• Sec. 10.15.110 Status of Acquired, Recalled, Exchanged, or Redeemed Shares.
  When shares are acquired, recalled, exchanged or redeemed by the cooperative, they are restored to the status of authorized but unissued shares.
• Sec. 10.15.115 Missing Certificates or Ownership Records.
  (a) When a certificate for a security issued by a cooperative is missing, the cooperative shall issue a duplicate certificate upon the request of...
• Sec. 10.15.120 Meetings of Members.
  (a) Meetings of members may be held either inside or outside the state as provided in the bylaws. In the absence of a bylaw...
• Sec. 10.15.125 Districts and District Meetings.
  A cooperative may provide in its bylaws (1) for the formation of districts, and the holding of member meetings by districts and the holding...
• Sec. 10.15.130 Voting by Members.
  (a) Each member has one vote except that bylaws may authorize voting according to actual, estimated or potential patronage, or a combination of these...
• Sec. 10.15.135 Quorum of Members.
  Ten percent of voting members, in person or by proxy, if district delegates, constitute a quorum for an annual or special meeting unless the...
• Sec. 10.15.140 Qualifications and Membership of Board of Directors.
  (a) The board of directors shall manage the business and affairs of a cooperative. Each director shall be a member or a representative of...
• Sec. 10.15.145 Initial Board of Directors.
  Directors constituting the initial board hold office until the first annual meeting of the members and until their successors are elected and take office.
• Sec. 10.15.150 Election and Terms of Directors.
  At the first annual meeting and at subsequent meetings, directors shall be elected by the members in the manner and for the term of...
• Sec. 10.15.155 Removal of Directors.
  A director may be removed upon a majority vote of all members voting in person at a member meeting. Before a vote for removal...
• Sec. 10.15.160 Filling Unexpired Term.
  Unless the bylaws provide otherwise, a vacancy in the board may be filled by the affirmative vote of a majority of the remaining directors...
• Sec. 10.15.165 Meetings of Board of Directors.
  (a) Regular or special meetings of the board may be held inside or outside the state.(b) Regular meetings of the board may be held...
• Sec. 10.15.170 Executive Committee.
  (a) If the bylaws provide, the board may elect an executive committee consisting of three or more directors which, to the extent provided in...
• Sec. 10.15.175 Officers.
  (a) The principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a...
• Sec. 10.15.180 Compensation and Benefits to Directors, Officers, and Employees.
  Unless the bylaws provide otherwise,(1) only the members of the cooperative may establish compensation or other benefits for a director, not available generally to...
• Sec. 10.15.185 Taking Action Without Meeting.
  Action required by this chapter to be taken at a meeting of the members or directors of a cooperative, or any other action that...
• Sec. 10.15.190 Waiver of Notice.
  Whenever a notice is required to be given to a member or director of a cooperative under this chapter or under the articles or...
• Sec. 10.15.195 Voting Requirements of Articles.
  If the articles require the vote of a greater proportion of the members or shareholders than required by this chapter, the articles control.
• Sec. 10.15.200 Procedural Requisites in Action Brought in Right of Cooperative by Member or Shareholder.
  (a) An action may not be instituted or maintained in the right of a cooperative by a member or shareholder unless that person(1) alleges...
• Sec. 10.15.205 Allowance of Costs to Plaintiff; Accounting for Proceeds.
  If anything is recovered or obtained as the result of an action under AS 10.15.200 , whether by compromise and settlement or by judgment,...
• Sec. 10.15.210 Security for Costs.
  In an action brought in the right of a cooperative by fewer than three percent of the members or by holders of less than...
• Sec. 10.15.215 Permitted Purposes of Cooperative Contracts With Members.
  Contracts for any of the following purposes, whether contained in the bylaws or separately written, are valid when made between a cooperative and a...
• Sec. 10.15.220 Liquidated Damages Clause in Cooperative Contracts.
  The contract referred to in AS 10.15.215 may fix and require liquidated damages to be paid by the member to the cooperative in the...
• Sec. 10.15.225 Contracts Between Two or More Cooperatives.
  Two or more cooperatives may contract and act in association, corporate or otherwise, to perform collectively any of their powers or purposes authorized by...
• Sec. 10.15.230 Recording of Cooperative Contracts.
  A cooperative may record a contract authorized by this chapter in the office of the recorder of the recording district in which the member...
• Sec. 10.15.235 Recording of Uniform Cooperative Contracts.
  If the cooperative has substantially uniform contracts with more than one member residing or producing the products in a recording district, it may, instead...
• Sec. 10.15.240 Recording Procedure.
  The recorder shall number consecutively and record each contract, and shall record alphabetically in a book to be kept for that purpose the name...
• Sec. 10.15.245 Fees for Recording Contracts.
  The fee for recording the contract is the same as for recording a chattel mortgage. The fee for recording the names of parties to...
• Sec. 10.15.250 Effect of Recording Contract; Subsequent Interests and Liens.
  Recording under AS 10.15.230 - 10.15.260 operates as a constructive notice to all persons of the existence and contents of the contract. Any right,...
• Sec. 10.15.255 Termination of Recorded Contract.
  When a contract recorded under AS 10.15.230 - 10.15.260 has been terminated in any manner, the cooperative shall, upon demand, give a statement of...
• Sec. 10.15.260 Recording of List of Terminated Contracts.
  A cooperative may record in the office of the recorder where the contract was originally recorded a sworn list of the names of all...
• Sec. 10.15.265 Relief Against Breach or Threatened Breach of Contract and Penalty for Interference.
  (a) In the event of a breach or threatened breach of a cooperative contract authorized by this chapter, the cooperative is entitled to an...
• Sec. 10.15.270 Action for Civil Penalty for Inducing Breach of Contract With Cooperative or Spreading False Reports About Cooperative.
  In addition to the remedies provided in AS 10.15.265 (b), a person who knowingly and maliciously induces or attempts to induce a member of...
• Sec. 10.15.275 Apportionment and Distribution of Net Proceeds, Savings, or Net Losses.
  The net proceeds or savings of a cooperative shall be apportioned, distributed and paid periodically to the persons entitled to receive them at the...
• Sec. 10.15.280 Manner of Payment.
  The apportionment, distribution, and payment of net proceeds or savings required by AS 10.15.275 may be in cash, credits, capital stock, certificates of interest,...
• Sec. 10.15.285 Manner of Apportionment and Distribution.
  (a) Apportionment and distribution of net proceeds or savings or net losses may be separately determined for and be based upon patronage of single...
• Sec. 10.15.290 Determination of Net Proceeds, Savings, or Losses.
  For the purposes of AS 10.15.275 - 10.15.290 net proceeds or savings or net losses shall be computed in accordance with generally accepted accounting...
• Sec. 10.15.295 Unclaimed Distribution, Redemptions, or Payments.
  A distribution of net margins by a cooperative or a redemption of or payment based upon a security, which remains unclaimed six years after...
• Sec. 10.15.300 Sale or Other Disposition of Entire Assets in Regular Course of Business.
  The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a cooperative, when made in the usual...
• Sec. 10.15.305 Sale or Other Disposition of Entire Assets Not in Regular Course of Business.
  A sale, lease, exchange, or other disposition of all, or substantially all the property and assets, with or without the good will, of a...
• Sec. 10.15.310 Abandonment of Sale or Other Disposition.
  After authorization by votes of members and shareholders, the board may abandon the sale, lease, exchange or other disposition of all or substantially all...
• Sec. 10.15.315 Books and Records; Inspection.
  (a) A cooperative shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its members, board...
• Sec. 10.15.320 Biennial Report.
  (a) Each cooperative shall file with the department before July 2 of the reporting year a biennial report signed by a principal officer or...
• Sec. 10.15.325 Biennial Reports.
  The biennial report shall be made on forms furnished by the department. The information contained in the biennial report shall be given as of...
• Sec. 10.15.330 Acceptance of Biennial Reports by Department.
  If the department finds that the biennial report conforms to the requirements of this chapter, it shall accept it. If the biennial report does...
• Sec. 10.15.331 Filing Notice of Change of Officer or Director.
  (a) In the event of a change of an officer or director of a corporation during the year following the filing of the biennial...

Last modified: November 15, 2016