Section 10.06.990 - DefinitionsIn this chapter, unless the context otherwise requires,
(1) "acknowledged" means that a document is accompanied by a certificate of its acknowledgment as provided in AS 09.63.010 - 09.63.130;(2) "affiliate" means a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a corporation subject to this chapter;(3) "alien" means(A) an individual who is not a citizen or national of the United States, or who is not lawfully admitted to the United States for permanent residence, or paroled into the United States under 8 U.S.C. 1101- 1524 (Immigration and Nationality Act), as amended;(B) a person, other than an individual, that was not created or organized under the laws of the United States or of a state, or whose principal place of business is not located in any state; or(C) a person, other than an individual, that was created or organized under the laws of the United States or of a state, or whose principal place of business is located in a state, and that is controlled by a person described in (A) or (B) of this paragraph;(4) "approved by the board" or "approval of the board" means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not within the competence of the committee under AS 10.06.468;(5) "approved by the outstanding shares" or "approval of the outstanding shares" means approved by the affirmative vote of a majority of the outstanding shares entitled to vote; this approval includes the affirmative vote of a majority of the outstanding shares of each class or series entitled by the articles of incorporation or this chapter to vote as a class or series on the subject matter and also includes the affirmative vote of a greater proportion, including all, of the outstanding shares of a class or series if a greater proportion is required by the articles or this chapter;(6) "approved by the shareholders" or "approval of the shareholders" means approved or ratified by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of shareholders (AS 10.06.423) or by the affirmative vote or written consent of a greater proportion, including all, of the shares of a class or series if a greater proportion is required by the articles of incorporation or this chapter for all or any specified shareholder action;(7) "articles" or "articles of incorporation" means the original or restated articles of incorporation and all amendments and includes articles of merger;(8) "authorized shares" means the shares of all classes that the corporation may issue;(9) "board" means the board of directors of a domestic or foreign corporation;(10) "commissioner" means the commissioner of commerce, community, and economic development or a designee of the commissioner;(11) "common shares" means shares that have no preference over other shares with respect to distribution of assets on liquidation or with respect to payment of dividends;(12) "control" means(A) owning directly or indirectly, or having the power to vote, 25 percent or more of a class of voting securities of a corporation subject to this chapter; or(B) influencing or affecting in any substantive manner the election of a majority of the directors or trustees of a corporation subject to this chapter;(13) "corporation" or "domestic corporation" means a corporation for profit subject to the provisions of this chapter, but does not include a foreign corporation or a national bank;(14) "corporation tax" means the biennial corporation tax imposed under Alaska law on corporations;(15) "department" means the Department of Commerce, Community, and Economic Development;(16) "director" means a natural person designated in the articles of incorporation or elected by the incorporators as a director and includes a natural person and successor of that person designated, elected, or appointed by any other name or title to act as a director;(17) "distribution to its shareholders" means the transfer of cash or property by a corporation or its subsidiary to its shareholders without consideration, whether by way of dividend or otherwise, except a dividend in shares of the corporation, or the purchase or redemption of its shares for cash or property; the time of a distribution of a dividend is the date of the declaration of the dividend and the time of a distribution by purchase or redemption of shares is the date cash or property is transferred by the corporation, whether or not under a contract of an earlier date; however, if a negotiable debt security is issued in exchange for shares, the time of the distribution is the date when the corporation acquires the shares in the exchange; in the case of a sinking fund payment, cash or property is transferred within the meaning of this paragraph at the time that it is delivered to a trustee for the holders of preferred shares to be used for the redemption of those shares or physically segregated by the corporation in trust for that purpose;(18) "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient of the communication and that may be directly reproduced in paper form by a recipient through an automated process;(19) "entire board" means the total number of directors that the corporation has if there are no vacancies;(20) "filed," unless otherwise expressly provided, means filed in the office of the commissioner;(21) "five percent shareholder" means a person owning at least five percent of the shares or five percent of any class of shares of a corporation;(22) "foreign corporation" means a corporation for profit organized under laws other than the laws of Alaska for a purpose for which a corporation may be organized under this chapter;(23) "independent accountant" means a certified public accountant or a public accountant who is independent of the corporation as determined in accordance with generally accepted auditing standards and who is engaged to audit financial statements of the corporation or perform other accounting services;(24) "liquidation preference" means amounts payable for shares of a class upon voluntary or involuntary dissolution, winding up or distribution of the entire assets of the corporation, including any cumulative dividends accrued and unpaid, in priority to shares of another class or classes;(25) "net assets" means the amount by which the total assets of a corporation exceed the total debts of the corporation;(26) "oath" includes affirmation;(27) "officers' certificate" means a certificate signed by the chair of the board, the president or a vice-president and by the secretary, the treasurer, or an assistant secretary or assistant treasurer;(28) "on the certificate" means that a statement appears on the face of a share certificate or on the reverse of the certificate with a reference to the statement on the face;(29) "organic change" means a merger, consolidation, share exchange, or sale of assets other than in the regular course of business;(30) "paid-in capital" means the consideration actually received by a corporation for issuance of its shares, plus any additional amount capitalized by its board under AS 10.06.390;(31) "parent" means an affiliate controlling a specified corporation directly or indirectly through one or more intermediaries;(32) "person" means an individual, a corporation, a partnership, an association, a joint-stock company, an estate, a trust if the interests of the beneficiaries are evidenced by a security, an unincorporated association, a government, a political subdivision of a government, or a combination of these entities;(33) "preferred shares" means shares other than common shares;(34) "proxy" means a written authorization or an electronic transmission signed by a shareholder or the shareholder's attorney-in-fact giving another person power to vote with respect to the shares of the shareholder;(35) "proxy holder" means the person to whom a proxy is given;(36) "redemption price" means the amount in cash, property or securities, or any combination of these, payable on shares of any class or series upon the redemption of the shares; unless otherwise expressly provided, the redemption price is payable in cash;(37) "remote communication" means communication by means of electronic communication, conference telephone, videoconference, the Internet, electronic transmission, or other means by which persons not physically present in the same location may communicate with and hear each other on a substantially simultaneous basis;(38) "retained earnings" means the account of the corporation representing undistributed and uncapitalized net profits, income, gains, and losses from the date of incorporation;(39) "series of shares" means those shares within a class that have the same rights, preferences, privileges, and restrictions but that differ in one or more rights, preferences, privileges, or restrictions from other shares within the same class;(40) "shareholder" means a holder of record of a share in a corporation;(41) "shares" means the units into which the proprietary interests in a corporation are divided;(42) "signed," as it relates to proxies, means the placing of the shareholder's name on the proxy by manual signature by the shareholder or the shareholder's attorney-in-fact or by electronic means if the electronic means clearly demonstrates that the shareholder has authorized the placing of the shareholder's name or the name of the shareholder's attorney-in-fact on the proxy;(43) "state" means any of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, or any other territory or possession of the United States;(44) "subscriber" means one who subscribes for a share in a corporation before or after incorporation;(45) "subsidiary" of a specified corporation means a corporation in which the specified corporation owns more than 50 percent of the voting power directly or indirectly through one or more other subsidiaries of the specified corporation;(45) "surviving corporation" means a corporation into which one or more other corporations are merged;(46) "vacancy" when used with respect to the board means any authorized position of director that is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors, or otherwise;(48) "verified" means that a document has been certified to be true as provided in AS 09.63.040;(49) "vote" includes authorization by written consent subject to the provisions of AS 10.06.423 and 10.06.475;(50) "voting power" means the power to vote for the election of directors at the time a determination of voting power is made and does not include the right to vote upon the happening of a condition or event that has not yet occurred; when different classes of shares are entitled to vote as separate classes for different members of the board, the determination of percentage of voting power shall be made on the basis of the percentage of the total number of authorized directors that the shares in question have the power to elect in an election at which all shares then entitled to vote for the election of any directors are voted;(51) "writing" includes any form of recorded message capable of comprehension by ordinary visual means.Amended by SLA 2021, ch. 1,sec. 18, eff. 3/31/2021 and retroactive to 3/11/2020.Amended by SLA 2015, ch. 22,§§sec.16, sec.17, sec.18 eff. 5/14/2015.