Corporate Director Election and Cumulative-Voting Requirements in Alaska

At a glance

Requirements one by one

Alaska Stat. § 10.06.990(13) defines the ordinary domestic for-profit corporation covered by this survey.

Annual, special, consent, and delayed-meeting routes

Alaska Stat. § 10.06.453(e) requires director elections at the first annual shareholder meeting and each later annual meeting. The ordinary term runs to the next annual meeting, subject to a classified board, and continues until a successor is elected and qualified.

Alaska Stat. § 10.06.405(b)-(d) lets the bylaws set the annual-meeting time or the board set it when the bylaws do not. The board, board chair, president, holders of at least 10% of all shares entitled to vote at the meeting, and persons authorized by the articles or bylaws may call a special meeting. If no annual meeting occurs during any 13-month period, a shareholder may apply for a summary Superior Court order requiring one. Missing the scheduled meeting does not forfeit corporate status, dissolve the corporation, or invalidate corporate action.

Under Alaska Stat. § 10.06.423, identical written consents signed by every outstanding share entitled to vote may substitute for a vote unless the articles or bylaws prohibit the route. A consent can be revoked only by a writing the corporation receives before the required consents are filed with its secretary.

Governing documents shape candidates and electorates

Alaska Stat. § 10.06.230(e)(4) permits the bylaws to set director qualifications and the time of the annual election. A board committee cannot exercise the board's delegated authority to designate director candidates for proxy solicitation or another purpose under Alaska Stat. § 10.06.468(a)(3).

Alaska Stat. § 10.06.420(a) defaults each outstanding share to one vote on each matter, unless the articles provide otherwise. Section 10.06.453(c) lets the articles assign one or more director seats to holders of a class or series voting separately.

The general voting rule and cumulative-voting default work together

Alaska Stat. § 10.06.415(a) makes the act of shareholders the affirmative vote of a majority of represented shares entitled to vote on the subject at a quorate meeting, unless the chapter, articles, bylaws, or a class vote requires more. The surveyed director-election provisions do not state a separate plurality formula.

Alaska Stat. § 10.06.420(d) gives cumulative voting unless the articles opt out. A shareholder's total equals owned shares multiplied by the number of eligible director seats and may be concentrated on one candidate or distributed among any number of candidates. The section states no separate advance-notice trigger. An articles amendment cannot eliminate the right when the votes cast against it would have been enough to elect one director cumulatively in a whole-board election.

Classification requires the articles and at least three directors

Alaska Stat. § 10.06.455 permits two or three near-equal classes only when the board has at least three members and the articles authorize classification. The first class expires at the first annual meeting after election, the second at the second, and the third, if any, at the third. Later successor terms run to the second succeeding annual meeting for two classes or the third succeeding annual meeting for three classes. Classification cannot take effect before the first annual meeting, and subsection (b) adds cumulative-vote protection to an articles amendment that would establish or require it.

What trips people up

The 13-month provision is a court-order trigger, not the ordinary election schedule. The annual election remains tied to the annual meeting under Alaska Stat. § 10.06.453(e), while § 10.06.405(b) supplies the shareholder's remedy after the corporation goes a full 13-month period without one.

Common questions

Does Alaska require advance notice before cumulative voting?

Alaska Stat. § 10.06.420(d) contains no separate notice condition. The articles still may eliminate cumulative voting, so they must be checked before ballots are prepared.

What happens when a director's stated term expires without a successor?

Under Alaska Stat. § 10.06.453(e), the director continues in office until a successor is elected and qualified.

Statutes and sources

• Alaska Stat. §§ 10.06.230, .405, .415, .420, .423, .453, .455, .468, and .990 — bylaws, meeting and court routes, general vote, share voting, cumulative voting, consent, election, class seats, terms, holdover, classification, committee limits, and scope. Official current Chapter 10.06 print view