Corporate Bylaws (Delaware-Style) - Alaska

BYLAWS

OF [________________________________]

(An Alaska Corporation)

Adopted as of [__/__/____]

TABLE OF CONTENTS

1. Article I – Offices
2. Article II – Shareholders
3. Article III – Board of Directors
4. Article IV – Committees of the Board
5. Article V – Officers
6. Article VI – Indemnification and Exculpation
7. Article VII – Capital Stock
8. Article VIII – Records and Reports
9. Article IX – Fiscal Year
10. Article X – Corporate Seal
11. Article XI – Exclusive Forum and Dispute Resolution
12. Article XII – Amendments
13. Certification and Adoption

PREAMBLE

WHEREAS, [________________________________] (the "Corporation") is a corporation duly organized and existing under the laws of the State of Alaska pursuant to the Alaska Corporations Code (AS 10.06) (the "Code"); and

WHEREAS, the [Board of Directors / Incorporator(s)] of the Corporation deem it advisable and in the best interests of the Corporation and its shareholders to adopt these Bylaws;

NOW, THEREFORE, the Corporation hereby adopts the following Bylaws (the "Bylaws"), effective as of the date first written above (the "Effective Date").

ARTICLE I -- OFFICES

Section 1.01. Registered Office and Agent. The Corporation shall maintain a registered office and registered agent in the State of Alaska as required by AS 10.06.150. The registered office shall be at [________________________________], Alaska, and the registered agent shall be [________________________________], or such other office and agent as the Board of Directors may designate from time to time.

Section 1.02. Principal Office. The principal office of the Corporation shall be located at [________________________________], or at such other place as the Board of Directors may from time to time determine.

Section 1.03. Other Offices. The Corporation may also maintain offices at such other places within or outside the State of Alaska as the Board of Directors may designate or as the business of the Corporation may require.

ARTICLE II -- SHAREHOLDERS

Section 2.01. Annual Meeting. The annual meeting of shareholders shall be held on the [________________________________] day of [________________________________] each year, at a time designated by the Board, or on such other date and time as the Board may determine. At the annual meeting, shareholders shall elect directors and transact such other business as may properly come before the meeting. (AS 10.06.410)

Section 2.02. Special Meetings. Special meetings of shareholders may be called by:

(a) The Board of Directors;
(b) The Chairman of the Board;
(c) The President; or
(d) Shareholders holding not less than [____] percent ([____]%) of the outstanding shares entitled to vote.

(AS 10.06.418)

Section 2.03. Place of Meetings. Meetings of shareholders shall be held at the principal office of the Corporation or at such other place within or outside the State of Alaska as designated in the notice of meeting. (AS 10.06.405)

Section 2.04. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not fewer than twenty (20) nor more than sixty (60) days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting. (AS 10.06.420)

Section 2.05. Waiver of Notice. A shareholder may waive notice of any meeting before, at, or after the meeting. Attendance at a meeting constitutes waiver of notice unless the shareholder objects at the beginning of the meeting to the holding of the meeting or the transaction of any business. (AS 10.06.420)

Section 2.06. Quorum. Unless the Articles of Incorporation provide otherwise, a majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. (AS 10.06.428)

Section 2.07. Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided in the Articles of Incorporation. Directors shall be elected by a plurality of the votes cast. All other matters shall be determined by a majority of votes cast. (AS 10.06.430)

Section 2.08. Proxies. A shareholder may vote by proxy executed in writing by the shareholder or by the shareholder's duly authorized attorney-in-fact. A proxy shall not be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. (AS 10.06.435)

Section 2.09. Record Date. The Board of Directors may fix a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting, or to receive any dividend. The record date shall not be more than sixty (60) days nor fewer than ten (10) days before the meeting date. (AS 10.06.440)

Section 2.10. Action by Written Consent. Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a written consent setting forth the action is signed by all shareholders entitled to vote on such action. (AS 10.06.423)

Section 2.11. List of Shareholders. An alphabetical list of shareholders entitled to vote at each meeting shall be prepared and made available for inspection at the meeting.

ARTICLE III -- BOARD OF DIRECTORS

Section 3.01. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided in the Code or the Articles of Incorporation. (AS 10.06.450)

Section 3.02. Number of Directors. The authorized number of directors shall be [____] director(s), or such number as may be fixed from time to time by resolution of the Board, provided that the number shall not be fewer than [____] nor more than [____]. (AS 10.06.453)

Section 3.03. Election and Term. Directors shall be elected at the annual meeting of shareholders. Each director shall hold office until the next annual meeting and until a successor has been elected and qualified, or until the director's earlier resignation, removal, or death. (AS 10.06.453)

Section 3.04. Classified Board (Optional). [If applicable:] The Board of Directors shall be divided into [____] classes, as nearly equal in number as possible, with the term of office of one class expiring each year. At each annual meeting of shareholders, successors to the class of directors whose term expires at that annual meeting shall be elected to hold office for a term of [____] years.

Section 3.05. Vacancies. Any vacancy occurring on the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by a majority of the remaining directors, even if fewer than a quorum. A director elected to fill a vacancy shall hold office until the next annual meeting. (AS 10.06.458)

Section 3.06. Resignation. A director may resign at any time by delivering written notice to the Corporation. The resignation is effective when the notice is delivered unless a later effective date is specified.

Section 3.07. Removal. A director may be removed, with or without cause, by a vote of shareholders holding a majority of the outstanding shares entitled to vote at an election of directors. (AS 10.06.456)

Section 3.08. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as determined by the Board. Notice of regular meetings is not required if the date, time, and place are fixed by the Board.

Section 3.09. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President, or any [____] directors. Notice of each special meeting shall be given at least [____] days before the meeting (or [____] hours if by telephone, electronic mail, or facsimile). (AS 10.06.460)

Section 3.10. Quorum. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board. (AS 10.06.463)

Section 3.11. Participation by Remote Communication. Directors may participate in meetings by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other. Participation by such means constitutes presence in person at the meeting. (AS 10.06.475)

Section 3.12. Action by Written Consent. Unless prohibited by the Articles or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if the action is taken by written consent signed by all members of the Board. The written consent shall have the same effect as a unanimous vote. (AS 10.06.475)

Section 3.13. Compensation. Directors shall receive such compensation for their services as may be fixed by resolution of the Board. Directors may also be reimbursed for reasonable expenses incurred in attending Board meetings.

Section 3.14. Duty of Care. Each director shall discharge the duties of a director in good faith, in a manner the director believes to be in the best interests of the Corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. (AS 10.06.450)

ARTICLE IV -- COMMITTEES OF THE BOARD

Section 4.01. Designation. The Board of Directors may, by resolution adopted by a majority of the entire Board, designate one or more committees, including an executive committee, each consisting of one or more directors. (AS 10.06.468)

Section 4.02. Executive Committee. The Executive Committee, if established, shall have and may exercise all the authority of the Board in the management of the Corporation between meetings of the Board, except that the Executive Committee shall not have authority to:

(a) Declare dividends or distributions;
(b) Approve or recommend to shareholders actions required to be approved by shareholders;
(c) Fill vacancies on the Board or any committee;
(d) Amend the Articles of Incorporation;
(e) Adopt, amend, or repeal these Bylaws; or
(f) Approve a plan of merger or sale of substantially all assets.

(AS 10.06.468)

Section 4.03. Audit Committee. The Board may designate an Audit Committee consisting of [____] or more independent directors to oversee the Corporation's financial reporting, internal controls, and audit functions.

Section 4.04. Compensation Committee. The Board may designate a Compensation Committee to review and recommend compensation for officers and directors.

Section 4.05. Nominating and Governance Committee. The Board may designate a Nominating and Governance Committee to identify qualified candidates for director positions and to develop corporate governance guidelines.

Section 4.06. Committee Rules. Each committee shall keep regular minutes of its proceedings and report to the Board as required. The provisions of these Bylaws governing meetings, action without meeting, notice, waiver, and quorum of the Board apply to committees and their members.

ARTICLE V -- OFFICERS

Section 5.01. Officers Designated. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may include a Chairman of the Board, one or more Vice Presidents, and such other officers as the Board may appoint. Any two or more offices may be held by the same person, except that the offices of President and Secretary shall not be held by the same person unless the Corporation has only one shareholder. (AS 10.06.483)

Section 5.02. Election and Term. Officers shall be elected by the Board of Directors at the organizational meeting following each annual meeting of shareholders, or at such other time as the Board determines. Each officer shall hold office until a successor is elected and qualified, or until earlier resignation, removal, or death.

Section 5.03. Removal. Any officer may be removed by the Board of Directors at any time, with or without cause, by a vote of a majority of the directors. Removal shall not prejudice the officer's contractual rights, if any.

Section 5.04. Resignation. An officer may resign at any time by delivering written notice to the Corporation.

Section 5.05. Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the Board and shareholders, and shall perform such other duties as assigned by the Board.

Section 5.06. President. The President shall be the chief executive officer of the Corporation (unless the Board designates another officer as CEO), shall have general supervision of the business and affairs of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect.

Section 5.07. Vice President. In the absence or disability of the President, the Vice President (or, if more than one, the Vice Presidents in order of rank designated by the Board) shall perform the duties of the President.

Section 5.08. Secretary. The Secretary shall:

(a) Keep the minutes of meetings of the Board and shareholders;
(b) Have custody of the corporate seal;
(c) Maintain the stock records of the Corporation;
(d) Give notices required by law or these Bylaws;
(e) Authenticate records of the Corporation; and
(f) Perform such other duties as assigned by the Board or the President.

Section 5.09. Treasurer. The Treasurer shall:

(a) Have custody of the Corporation's funds and securities;
(b) Keep full and accurate accounts of receipts and disbursements;
(c) Deposit all funds in designated bank accounts;
(d) Render financial reports as required by the Board; and
(e) Perform such other duties as assigned by the Board or the President.

Section 5.10. Compensation. The compensation of officers shall be fixed by the Board of Directors.

ARTICLE VI -- INDEMNIFICATION AND EXCULPATION

Section 6.01. Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by the Code (AS 10.06.490), any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another entity.

Section 6.02. Scope of Indemnification. Indemnification under this Article shall include expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding, provided that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation.

Section 6.03. Advancement of Expenses. Expenses incurred by a director or officer in defending any civil, criminal, administrative, or investigative proceeding shall be paid by the Corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that the person is not entitled to indemnification.

Section 6.04. Indemnification of Employees and Agents. The Corporation may, by resolution of the Board, indemnify and advance expenses to employees and agents of the Corporation to the extent authorized by the Board.

Section 6.05. Non-Exclusivity. The rights conferred by this Article are not exclusive of any other right to indemnification that any person may have or acquire under any statute, provision of the Articles, these Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise.

Section 6.06. Insurance. The Corporation may purchase and maintain insurance on behalf of any person entitled to indemnification under this Article, whether or not the Corporation would have the power to indemnify such person against such liability under the Code.

Section 6.07. Exculpation of Directors. To the fullest extent permitted by the Code, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for:

(a) Acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
(b) Liability for unlawful distributions; or
(c) Any transaction from which a director derives an improper personal benefit.

No amendment or repeal of this Section 6.07 shall adversely affect any right or protection of a director existing at the time of such amendment or repeal.

ARTICLE VII -- CAPITAL STOCK

Section 7.01. Share Certificates. Shares of the Corporation's stock may be certificated or uncertificated, as determined by the Board. Certificated shares shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary. (AS 10.06.500)

Section 7.02. Transfer of Shares. Transfers of shares shall be made on the books of the Corporation only by the holder of record or by a duly authorized attorney-in-fact, and in the case of certificated shares, upon surrender of the certificate properly endorsed. (AS 10.06.504)

Section 7.03. Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate or uncertificated shares in place of any certificate alleged to have been lost, stolen, or destroyed. The Board may require the owner to provide an affidavit of loss and an indemnity bond in such amount as the Board may direct.

Section 7.04. Record Holders. The Corporation shall be entitled to treat the holder of record of any share as the holder in fact for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.

Section 7.05. Dividends. Dividends upon the outstanding shares may be declared by the Board of Directors out of funds legally available therefor, subject to the restrictions of the Code and the Articles of Incorporation.

Section 7.06. Transfer Restrictions. The Board may impose restrictions on the transfer of shares as permitted by the Code and the Articles of Incorporation. Any such restrictions shall be conspicuously noted on the share certificate or, in the case of uncertificated shares, set forth in a notice to the shareholder.

ARTICLE VIII -- RECORDS AND REPORTS

Section 8.01. Corporate Records. The Corporation shall keep as permanent records:

(a) Minutes of all meetings of the Board of Directors, committees, and shareholders;
(b) A record of all actions taken by the Board, committees, or shareholders without a meeting;
(c) A record of all actions taken by a committee exercising Board authority;
(d) Appropriate accounting records; and
(e) A record of its shareholders.

Section 8.02. Inspection Rights. A shareholder is entitled to inspect and copy the Corporation's books and records during regular business hours upon written demand stating a proper purpose for the inspection, as provided by the Code.

Section 8.03. Financial Reports. The Corporation shall furnish annual financial statements to shareholders upon request, or as otherwise required by the Code.

ARTICLE IX -- FISCAL YEAR

The fiscal year of the Corporation shall end on [________________________________] of each year, or on such other date as determined by the Board of Directors.

ARTICLE X -- CORPORATE SEAL

The Corporation [☐ shall / ☐ shall not] have a corporate seal. If the Corporation has a seal, it shall be circular in form and bear the name of the Corporation, the year of its incorporation, and the words "Corporate Seal, Alaska."

ARTICLE XI -- EXCLUSIVE FORUM AND DISPUTE RESOLUTION

Section 11.01. Governing Law. All internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to conflict-of-laws principles.

Section 11.02. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for:

(a) Any derivative action or proceeding brought on behalf of the Corporation;
(b) Any action asserting a claim of breach of fiduciary duty by any director, officer, or shareholder;
(c) Any action asserting a claim arising pursuant to the Code, the Articles, or these Bylaws; or
(d) Any action asserting a claim governed by the internal-affairs doctrine;

shall be the Superior Court of the State of Alaska, Third Judicial District, Anchorage (or, if such court lacks subject-matter jurisdiction, the United States District Court for the District of Alaska).

Section 11.03. Jury Trial Waiver. Each shareholder and the Corporation irrevocably waive any and all right to trial by jury in any judicial proceeding involving the Corporation's internal affairs, to the fullest extent permitted by law.

Section 11.04. Equitable Relief. The Corporation shall be entitled to seek specific performance, injunctive relief, or other equitable remedies to enforce or prevent violation of these Bylaws, without posting bond unless required by the court.

ARTICLE XII -- AMENDMENTS

Section 12.01. By Board of Directors. The Board of Directors may adopt, amend, or repeal these Bylaws at any regular or special meeting, provided that notice of the proposed action is included in the notice of the meeting.

Section 12.02. By Shareholders. The shareholders may adopt, amend, or repeal these Bylaws at any annual or special meeting by the affirmative vote of a majority of the outstanding shares entitled to vote.

Section 12.03. Limitation. No Bylaw adopted, amended, or repealed by the shareholders may be readopted, amended, or repealed by the Board if the shareholders have expressly provided that such Bylaw may not be adopted, amended, or repealed by the Board.

CERTIFICATION AND ADOPTION

I, the undersigned, being the duly [☐ elected and acting Secretary / ☐ Incorporator / ☐ authorized officer] of the Corporation, hereby certify that these Bylaws were duly adopted by the [☐ Board of Directors / ☐ Incorporator(s)] of the Corporation on [__/__/____].

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

SOURCES AND REFERENCES

• AS 10.06 – Alaska Corporations Code: https://law.justia.com/codes/alaska/title-10/chapter-06/
• AS 10.06.230 – Bylaws: Number of Directors and Other Content: https://law.justia.com/codes/alaska/title-10/chapter-06/article-3/section-10-06-230/
• AS 10.06.450 – Board of Directors; Duty of Care: https://law.justia.com/codes/alaska/title-10/chapter-06/article-6/section-10-06-450/
• AS 10.06.453 – Number, Election, and Tenure of Directors: https://law.justia.com/codes/alaska/title-10/chapter-06/article-6/section-10-06-453/
• AS 10.06.468 – Executive and Other Board Committees
• AS 10.06.475 – Action Without Meeting; Written Consent of Directors
• AS 10.06.483 – Officers
• AS 10.06.490 – Indemnification of Directors and Officers
• Alaska Division of Corporations – Forms and Information: https://www.commerce.alaska.gov/web/cbpl/Corporations

This template is provided for informational and educational purposes only. It does not constitute legal advice. Corporate bylaws must be tailored to each corporation's specific capital structure, governance needs, and any shareholder or investor agreements. All statutory citations should be verified against current Alaska Statutes. Consult a licensed Alaska attorney for legal advice specific to your situation.