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ALASKA

Chapter 10.20. ALASKA NONPROFIT CORPORATION ACT
Article 01. SUBSTANTIVE PROVISIONS
Sec. 10.20.005. Purposes.
Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, one or more of the following: charitable; religious; benevolent; eleemosynary; educational; civic; cemetery; patriotic; political; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association purposes. Trade unions and other labor organizations may also be organized under this chapter, but cooperative corporations, electric and telephone cooperatives, and organizations subject to state insurance or banking laws may not be organized under this chapter.

Sec. 10.20.011. General powers.
A corporation may
(1) have perpetual succession by its corporate name unless its duration is limited by its articles of incorporation;
(2) sue and be sued, complain and defend, in its corporate name;
(3) adopt and use a corporate seal or a facsimile thereof, which may be altered at pleasure, and which may be impressed or affixed or in any manner reproduced;
(4) purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest in the property, wherever situated;
(5) sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets;
(6) lend money to its employees other than its officers and directors and otherwise assist its employees, officers and directors;
(7) purchase, take, receive, subscribe to, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, 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 of any instrumentality thereof;
(8) make contracts, incur liabilities, borrow money at rates of interests the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income;
(9) lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;
(10) transact its business, carry on its operations, have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States, or in any foreign country;
(11) elect or appoint officers and agents of the corporation, who may be directors or members, define their duties and fix their compensation;
(12) make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of the state, for the administration and regulation of the affairs of the corporation;
(13) make donations for public welfare or for charitable, scientific or educational purposes; and in time of war make donations in aid of war activities;
(14) indemnify a director, officer or former director or officer of the corporation, or a person who has served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by that person in connection with the defense of any action, suit or proceeding, civil or criminal, in which that person is made a party by reason of being or having been a director or officer, except in relation to matters in which that person was adjudged, in the action, suit or proceeding, to be liable for negligence or misconduct in the performance of corporate duties; and to make any other indemnification authorized by the articles of incorporation or bylaws, or resolution adopted after notice by the members entitled to vote;
(15) pay pensions and establish pension plans or pension trusts for its directors, officers and employees;
(16) cease its corporate activities and surrender its corporate franchise;
(17) have and exercise all powers necessary or convenient to effect the purposes for which the corporation is organized.

Sec. 10.20.280. Sale, lease, exchange, mortgage, or other disposition of assets.
(a) A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the manner set out in this section.
(b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge, or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix the terms and conditions thereof and the consideration to be received by the corporation therefor. This authorization shall require at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. After authorization by a vote of members, the board of directors may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under related contracts, without further action or approval by members.
(c) If there are no members, or no members entitled to vote, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.

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