Alaska corporate bylaws are internal documents that outline the rules and procedures for the operation and management of a corporation registered in the state. These include the structure and responsibilities of the board of directors, shareholder rights and responsibilities, officer roles and duties, meeting procedures, record-keeping requirements, and amendment policies.
Additionally, the State of Alaska Corporations Section does not require entities to file their bylaws. However, corporations must maintain them as part of their internal records and make them available for inspection upon request.
Legal Requirements
State law does not explicitly require corporations to have bylaws, but it is highly recommended as a standard practice for corporate governance. Here are some specific statutes to be aware of when drafting your bylaws:
- Annual Meetings – Failure to hold one within 13 months may prompt a court-ordered meeting upon application of a shareholder, and special meetings can be called by designated parties without affecting corporate status or dissolution. [1]
- Corporate Bylaws – Can be adopted, amended, or repealed by either shareholder approval or board action. Must set limits on the number of directors unless otherwise stated in the articles of incorporation, with changes requiring approval by shareholders after shares are issued. [2] [3] [4]
- Issuance of Stock – A corporation can issue different classes or series of shares with varying voting rights and other specified preferences and restrictions as outlined in its articles of incorporation, ensuring that limitations on voting or dividend rights are effective only if other classes or series have corresponding rights at that time. [5]
Naming Considerations
- Required Words: “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviation thereof (choose one).
- Prohibited Words: “City,” “borough,” “village,” or terms suggesting the entity is a municipality.
- Name Reservation Period: 120 days.
- Renewal Period: State law is silent on this.
- Transferability: Yes.
Emergency Bylaws
The board of directors of a domestic insurer has the authority to enact emergency bylaws, which can be implemented during a national emergency. These can override any conflicting provisions in the regular bylaws, applicable statutes, or the insurer’s charter, and may include any provisions deemed reasonably necessary for the insurer’s operation throughout the emergency. [6]
