Corporate Bylaws (Delaware-Style) - Alaska

BYLAWS

OF [________________________________]

(An Alaska Corporation)

Adopted as of [__/__/____]

ADOPTION NOTE

These Bylaws are designed for a corporation formed under the Alaska Corporations Code, AS 10.06. After corporate existence begins, the incorporators or the directors named in the Articles of Incorporation may adopt bylaws at the organizational meeting described in AS 10.06.223. Later adoption and amendment are governed by AS 10.06.228 and .230 and any restrictions in the Articles of Incorporation.

ARTICLE I -- OFFICES

Section 1.01. Registered Office and Agent. The Corporation shall continuously maintain a registered office and registered agent in Alaska meeting AS 10.06.150. The initial registered office is [________________________________], Alaska, and the initial registered agent is [________________________________]. A change shall be made through the filing required by applicable law.

Section 1.02. Principal Office. The principal office shall be at [________________________________], or another place fixed by the Board of Directors.

Section 1.03. Other Offices. The Corporation may maintain other offices inside or outside Alaska as the Board determines.

ARTICLE II -- SHAREHOLDERS

Section 2.01. Annual Meeting. An annual meeting of shareholders shall be held on [________________________________] at [________] [a.m./p.m.], or at another time fixed by the Board. Shareholders shall elect directors and transact other properly presented business. (AS 10.06.405(b))

Section 2.02. Special Meetings. A special meeting may be called by the Board, the Chair of the Board, the President, holders of at least one-tenth of all shares entitled to vote at the meeting, or another person authorized by the Articles of Incorporation or these Bylaws. (AS 10.06.405(c))

Section 2.03. Place and Remote Participation. A shareholder meeting may be held at a place inside or outside Alaska, by remote communication, or in a hybrid format, as stated in the meeting notice. The Board may permit remote participation and may adopt appropriate participation procedures under AS 10.06.420(k). (AS 10.06.405(a); AS 10.06.420(k))

Section 2.04. Notice. Written or printed notice shall be delivered to each shareholder of record entitled to vote not fewer than twenty (20) nor more than sixty (60) days before the meeting. The notice shall state the place, if any; the manner of remote participation, if any; the day; and the hour. Notice of a special meeting shall also state its purpose. Electronic notice may be used only with the authorization required by AS 10.06.410(b). (AS 10.06.410)

Section 2.05. Waiver of Notice. A shareholder may waive required notice in a signed writing before or after the time stated for notice. (AS 10.06.935)

Section 2.06. Record Date. The Board may close the stock-transfer books or fix a record date in accordance with AS 10.06.408. A record date may not be more than sixty (60) days before the action and, for a shareholder meeting, may not be fewer than twenty (20) days before the meeting. (AS 10.06.408)

Section 2.07. Voting List. At least twenty (20) days before each shareholder meeting, the officer or agent responsible for the stock-transfer books shall prepare and make available the shareholder list required by AS 10.06.413.

Section 2.08. Quorum and Voting. Unless the Articles of Incorporation provide otherwise, a majority of shares entitled to vote, represented in person, by permitted remote communication, or by proxy, constitutes a quorum; a quorum may not be fewer than one-third of shares entitled to vote. If a quorum is present, an action is approved by a majority of shares represented and entitled to vote on the matter unless the Code, the Articles, or these Bylaws require a greater vote or class vote. (AS 10.06.415)

Section 2.09. Voting Rights and Director Elections. Each outstanding share has one vote on each matter unless the Articles provide otherwise. Unless cumulative voting is eliminated in the Articles, a shareholder may cumulate votes in a director election as provided by AS 10.06.420(d). (AS 10.06.420)

Section 2.10. Proxies. A shareholder may vote through a proxy authorized in writing or by a qualifying electronic transmission. Unless it qualifies as an irrevocable proxy under AS 10.06.418(e), a proxy expires eleven (11) months after its date. (AS 10.06.418; AS 10.06.420(c))

Section 2.11. Action Without a Meeting. Unless prohibited by the Articles or these Bylaws, shareholder action may be taken without a meeting through identical written consents setting out the action and signed by holders of all outstanding shares entitled to vote on the action. (AS 10.06.423)

ARTICLE III -- BOARD OF DIRECTORS

Section 3.01. General Authority. Corporate powers shall be exercised by or under the authority of, and the Corporation's business and affairs shall be managed under the direction of, the Board, subject to the Code and the Articles of Incorporation. (AS 10.06.450(a))

Section 3.02. Number. Select one structure and complete all blanks:

• ☐ Fixed board: The Board consists of [____] director(s).
• ☐ Variable board: The Board consists of not fewer than [____] and not more than [____] directors, with the exact number fixed by approval of the [☐ Board / ☐ shareholders].

The selected structure is subject to AS 10.06.230 and .453. After shares have been issued, a bylaw specifying or changing a fixed number, a minimum or maximum, or fixed-versus-variable status must be adopted by approval of the outstanding shares. If the Articles fix the number, a change requires an amendment to the Articles. (AS 10.06.230(a), (c); AS 10.06.453(a), (b))

Section 3.03. Election and Tenure. Directors shall be elected at each annual meeting and shall hold office until the next annual meeting and until successors are elected and qualified, unless the Articles establish a classified board under AS 10.06.455. (AS 10.06.453(e); AS 10.06.455)

Section 3.04. Vacancies and Resignation. Unless the Articles or these Bylaws provide otherwise, and except for a vacancy created by removal, a vacancy may be filled by a majority of directors then in office, even if fewer than a quorum, or by a sole remaining director. A removal-created vacancy may be filled by the Board only if the Articles or a bylaw approved by the outstanding shares so provides; otherwise it is filled by shareholder approval. A director may resign by written notice as provided in AS 10.06.465(d). (AS 10.06.465)

Section 3.05. Removal. A director may be removed without cause only through the shareholder-meeting and voting process in AS 10.06.460, including its protections for cumulative voting and class-elected directors. The Board may declare vacant the office of a director declared of unsound mind by court order under AS 10.06.458. Judicial removal for the grounds stated in AS 10.06.463 remains available.

Section 3.06. Regular Meetings. Regular meetings may be held without notice if the time and place are fixed by these Bylaws or the Board. (AS 10.06.470(b))

Section 3.07. Special Meetings. A special meeting may be called by the Chair of the Board, President, a Vice President, Secretary, or any director. Unless the Board adopts a compliant bylaw provision governing special-meeting notice, written notice shall be sent ten (10) days before the meeting, or notice by electronic means, personal messenger, or comparable person-to-person communication shall be given at least seventy-two (72) hours before the meeting. The notice shall disclose the business and purpose unless these Bylaws provide otherwise. (AS 10.06.470(a), (b))

Section 3.08. Waiver. Notice need not be given to a director who signs a waiver before or after the meeting or who attends without protesting the lack of notice before or at the start of the meeting. (AS 10.06.470(c); AS 10.06.935)

Section 3.09. Quorum and Vote. A majority of the number of directors fixed by the Articles or these Bylaws constitutes a quorum. The act of a majority of directors present when a quorum exists is the act of the Board unless the Articles or these Bylaws require a greater number. (AS 10.06.473)

Section 3.10. Remote Meetings. Unless prohibited by the Articles or these Bylaws, the Board may conduct a meeting by simultaneous conference telephone or similar communications equipment. A participating director is considered present in person. (AS 10.06.470(a); AS 10.06.475(a))

Section 3.11. Action Without a Meeting. Unless prohibited by the Articles or these Bylaws, Board action may be taken without a meeting through identical written consents setting out the action and signed by all directors. The consents shall be filed with the minutes and have the effect of a unanimous vote. (AS 10.06.475(b))

Section 3.12. Compensation. The Board may fix director compensation unless the Articles provide otherwise. (AS 10.06.450(a))

Section 3.13. Standard of Conduct. Each director shall perform the duties of a director in good faith, in a manner the director reasonably believes to be in the Corporation's best interests, and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Reliance on information and reports is governed by AS 10.06.450(b) and (c).

ARTICLE IV -- BOARD COMMITTEES

Section 4.01. Authorization and Membership. If authorized by the Articles or these Bylaws, a majority of the entire Board may designate an executive committee or other Board committees from among the directors. Unless the fixed number of directors is fewer than three, each committee shall have at least two members. Committee members serve at the Board's pleasure. (AS 10.06.468(a))

Section 4.02. Authority Limits. A committee may exercise authority delegated by the Board, but may not:

(a) Declare dividends or distributions;

(b) Approve or recommend to shareholders an action or proposal that the Code requires shareholders to approve;

(c) Designate director candidates for proxy-solicitation or other purposes, or fill a vacancy on the Board or a Board committee;

(d) Amend these Bylaws;

(e) Approve a plan of merger not requiring shareholder approval;

(f) Capitalize retained earnings;

(g) Authorize or approve a share reacquisition except under a general formula or method specified by the Board;

(h) Authorize or approve the issuance or sale of shares, a contract to issue or sell shares, or series terms, except within the specific formula-or-method authority permitted by AS 10.06.468(a)(8); or

(i) Authorize, approve, or ratify a director-interest transaction governed by AS 10.06.478.

(AS 10.06.468(a))

Section 4.03. Committee Procedure. Board-meeting rules on place, remote participation, notice, waiver, quorum, and unanimous written consent apply to committees as provided in AS 10.06.470, .473, and .475. Each committee shall keep minutes and report its actions to the Board.

ARTICLE V -- OFFICERS

Section 5.01. Required Officers. The Corporation shall have a President, Secretary, and Treasurer and any other officers needed to sign instruments and share certificates. Two or more offices may be held by the same person except President and Secretary. If one person owns all issued and outstanding stock, that person may hold any combination of offices. (AS 10.06.483(a))

Section 5.02. Selection and Tenure. Unless the Articles or these Bylaws provide otherwise, the Board shall choose the officers, who serve at the Board's pleasure subject to any employment-contract rights. (AS 10.06.483(b))

Section 5.03. Resignation. An officer may resign at any time by written notice to the Corporation, without prejudice to the Corporation's contractual rights. (AS 10.06.483(b))

Section 5.04. Duties. Officers have the authority and duties stated in these Bylaws and, to the extent not stated here, as determined by the Board. (AS 10.06.483(c))

Section 5.05. President. The President shall supervise the Corporation's business, subject to Board direction, and perform duties assigned by the Board.

Section 5.06. Secretary. The Secretary shall maintain minutes, notices, current bylaws, and shareholder records; authenticate corporate records; and perform duties assigned by the Board.

Section 5.07. Treasurer. The Treasurer shall oversee corporate funds and accounting records, provide reports requested by the Board, and perform duties assigned by the Board.

Section 5.08. Standard of Conduct. Each officer shall perform the duties of office in good faith and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Reliance on professional information and reports is governed by AS 10.06.483(e) and (f).

ARTICLE VI -- INDEMNIFICATION AND INSURANCE

Section 6.01. Permissive Indemnification. The Corporation may indemnify a director, officer, employee, or agent in a proceeding other than one by or in the right of the Corporation only if, and to the extent, the standards and limits in AS 10.06.490(a) and (d) are satisfied. For a proceeding by or in the right of the Corporation, indemnification is limited by AS 10.06.490(b) and (d).

Section 6.02. Mandatory Successful-Defense Indemnification. To the extent a director, officer, employee, or agent is successful on the merits or otherwise in a defense described in AS 10.06.490(c), the Corporation shall indemnify that person against expenses and attorney fees actually and reasonably incurred in the defense.

Section 6.03. Determination. Unless a court orders otherwise, indemnification under AS 10.06.490(a) or (b) shall be made only after the determination required by AS 10.06.490(d).

Section 6.04. Advancement. The Corporation may advance reasonable defense expenses only through the procedure in AS 10.06.490(d) and after receiving the affirmation, unlimited general repayment undertaking, and facts-based determination required by AS 10.06.490(e).

Section 6.05. Non-Exclusivity and Continuation. Indemnification rights under AS 10.06.490 are not exclusive of other rights described in subsection (f), continue after the person leaves office or service, and benefit the person's heirs, executors, and administrators.

Section 6.06. Insurance. The Corporation may purchase and maintain insurance within AS 10.06.490(g).

ARTICLE VII -- SHARES AND DISTRIBUTIONS

Section 7.01. Share Certificates. Except for shares validly issued without certificates under Section 7.02, shares shall be represented by certificates signed by the President or a Vice President and the Secretary or an Assistant Secretary. Each certificate shall contain the information required by AS 10.06.350. (AS 10.06.348-.350)

Section 7.02. Uncertificated Shares. Unless the Articles or these Bylaws provide otherwise, the Board may authorize some or all classes or series to be issued without certificates. Within a reasonable time after issuance or transfer, the Corporation shall send the shareholder the written statement required by AS 10.06.349(b).

Section 7.03. Share Records. The Corporation shall maintain a record stating each shareholder's name and address and the number and class of shares held. (AS 10.06.430(a))

Section 7.04. Distributions. The Board may authorize dividends and other distributions only when permitted by AS 10.06.358-.365 and the Articles of Incorporation.

ARTICLE VIII -- RECORDS AND REPORTS

Section 8.01. Required Records. The Corporation shall keep correct and complete books and records of account, minutes of shareholder, Board, and Board-committee proceedings, and a record of shareholders containing the information required by AS 10.06.430(a).

Section 8.02. Bylaws. The Corporation shall keep the original or a current copy of these Bylaws at the Alaska office specified in AS 10.06.233 and make them available to shareholders as that section requires.

Section 8.03. Shareholder Inspection. Books and records shall be made reasonably available for inspection and copying on a shareholder's written demand stating the purpose with reasonable particularity, at a reasonable time, for a proper purpose, and only to the extent directly connected to that purpose. (AS 10.06.430(b))

Section 8.04. Annual and Requested Financial Reports. The Board and officers shall provide annual reports and requested financial statements when, in the time, and with the content required by AS 10.06.433. A corporation with fewer than one hundred (100) holders of record is exempt from the annual-report requirement unless its Articles or Bylaws impose it, but the shareholder-request provisions of AS 10.06.433 remain applicable.

ARTICLE IX -- FISCAL YEAR

The fiscal year ends on [________________________________], unless changed by the Board.

ARTICLE X -- CORPORATE SEAL

The Corporation [☐ shall / ☐ shall not] use a corporate seal.

ARTICLE XI -- AMENDMENTS

Section 11.01. General Rule. Subject to the Articles of Incorporation and Section 11.02, these Bylaws may be adopted, amended, or repealed by approval of the outstanding shares or approval of the Board. The Articles may restrict or eliminate either body's power. (AS 10.06.228)

Section 11.02. Director-Number Provisions. After shares have been issued, a bylaw specifying or changing a fixed number of directors, a minimum or maximum number, or fixed-versus-variable board status shall be adopted by approval of the outstanding shares and remains subject to AS 10.06.230(d). (AS 10.06.230(c), (d))

CERTIFICATION

I certify that these Bylaws were adopted by the authorized [☐ incorporator(s) / ☐ Board of Directors / ☐ outstanding shares] of the Corporation on [__/__/____].

___________________________________

Name: [________________________________]

Title: [________________________________]
Date: [__/__/____]

OFFICIAL SOURCES

• Alaska Legislature, AS 10.06.150-.250: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.150&secEnd=10.06.250
• Alaska Legislature, AS 10.06.300-.390: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.300&secEnd=10.06.390
• Alaska Legislature, AS 10.06.405-.423: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.405&secEnd=10.06.423
• Alaska Legislature, AS 10.06.425-.448: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.425&secEnd=10.06.448
• Alaska Legislature, AS 10.06.450-.504: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.450&secEnd=10.06.504
• Alaska Legislature, AS 10.06.930-.940: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.930&secEnd=10.06.940

This template is informational and educational only and is not legal advice. Alaska corporate governance provisions should be reviewed with the Corporation's Articles of Incorporation, shareholder agreements, securities obligations, and facts. Consult a licensed Alaska attorney before use.