I asked chatgpt to summarize Alaska’s Cooperative Corporation Act; here’s what I got!
Alaska’s Cooperative Corporation Statute, outlined in Section 10.15, provides the legal framework for the formation and operation of cooperatives in the state. Here are key points:
1. **Purposes**: Cooperatives can be organized for any lawful purpose except for banking, insurance, electric, telephone, or related telecommunications services.
2. **General Powers**: Cooperatives have various powers, including perpetual succession, property transactions, contracts, conducting business nationally or internationally, and more.
3. **Bylaws**: The board of directors adopts initial bylaws, which can be altered or amended by cooperative members. Bylaws regulate cooperative affairs within the boundaries of the law.
4. **Membership**: Conditions for membership include ownership of membership stock or payment of a membership fee. Bylaws specify qualifications, acceptance methods, and termination conditions.
5. **Registered Office and Agent**: Cooperatives must maintain a registered office and agent in the state.
6. **Change of Office or Agent**: Procedures for changing the registered office or agent are outlined.
7. **Service on Agent**: Service on the registered agent is considered service on the cooperative.
8. **Defense of Ultra Vires**: Actions exceeding the cooperative’s powers are not automatically invalid but can be challenged under specific conditions.
9. **Capital Stock and Membership Stock**: Cooperatives may issue capital stock with specified characteristics. Membership stock ownership may be required.
10. **Transfer of Stock**: Unless restricted by articles, stock can be issued or transferred without limitation.
11. **Payment for Issuance**: Stock certificates are issued upon payment, either in cash or other property, with the value determined by the board.
12. **Voting by Shareholders**: Rules for shareholder voting align with those for business corporations.
13. **Record Date for Determinations**: Bylaws can set a record date for shareholder determinations.
14. **Liability of Members**: Members are generally not liable for cooperative debts beyond their unpaid subscriptions or membership fees.
15. **Dividends on Capital Stock**: Cooperatives with capital stock can pay dividends if capital is not impaired.
16. **Recall, Acquisition, Exchange, Redemption, and Reissuance of Stock**: Procedures for these actions, including consideration for recalled membership stock, are specified.
Sec. 10.15.105: Limits on acquisition, recall, exchange, or redemption of stock to prevent a decrease in the cooperative’s assets below its indebtedness. Articles may specify limitations.
Sec. 10.15.110: Shares acquired, recalled, exchanged, or redeemed are restored to authorized but unissued status.
Sec. 10.15.115: Procedure for missing certificates or ownership records, including issuance of duplicate certificates and redemption process.
Sec. 10.15.120: Meetings of members, including annual and special meetings, notice requirements, and locations.
Sec. 10.15.125: Provision for districts and district meetings in bylaws, with notice requirements.
Sec. 10.15.130: Voting by members, specifying voting rights, no proxy voting except for corporations, and possible mail ballots.
Sec. 10.15.135: Quorum of members set at 10% unless bylaws state otherwise.
Sec. 10.15.140: Qualifications and membership of the board of directors, specifying the management role of the board.
Sec. 10.15.145: Initial board of directors serves until the first annual meeting of members.
Sec. 10.15.150: Election and terms of directors, with details on the election process and terms of office.
Sec. 10.15.155: Removal of directors requires a majority vote of members, with reasons presented and recorded.
Sec. 10.15.160: Filling unexpired director terms by majority vote of remaining directors.
Sec. 10.15.165: Meetings of the board of directors, including regular and special meetings, notice requirements, and quorum.
Sec. 10.15.170: Executive committee may be elected by the board, with specified limitations on its authority.
Sec. 10.15.175: Officers, including president, vice presidents, secretary, and treasurer, elected annually by the board.
Sec. 10.15.180: Compensation and benefits to directors, officers, and employees, subject to bylaws.
Sec. 10.15.185: Action without meeting allowed if consent in writing is signed by all entitled to vote.
Sec. 10.15.190: Waiver of notice in writing is equivalent to giving notice.
Sec. 10.15.195: Voting requirements of articles override chapter requirements.
Sec. 10.15.200: Procedural requisites for actions brought in the right of the cooperative by a member or shareholder.
Sec. 10.15.205: Allowance of costs to plaintiff and accounting for proceeds if recovery occurs in an action under 10.15.200.
Sec. 10.15.210: In actions brought by fewer than three percent of cooperative members, defendants can request the plaintiff to provide security for defense expenses.
Sec. 10.15.215: Cooperative contracts with members are valid for specified purposes, including selling products, authorizing cooperative actions, buying goods or services, and authorizing procurement actions.
Sec. 10.15.220: Cooperative contracts may include liquidated damages clauses, specifying payments in case of member contract breaches.
Sec. 10.15.225: Two or more cooperatives can enter into contracts and act collectively.
Sec. 10.15.230: Cooperative contracts can be recorded in the recorder’s office for the district where the member resides or where the products covered by the contract are produced.
Sec. 10.15.235: Instead of recording individual contracts, cooperatives with uniform contracts can record a copy and a list of members who executed the contract.
Sec. 10.15.240: Recorded contracts are a constructive notice, affecting subsequent interests and liens.
Sec. 10.15.245: Fees are applicable for recording contracts and names of parties.
Sec. 10.15.250: Recording affects subsequent interests, and if a member creates a mortgage, payments may be directed to the mortgagee.
Sec. 10.15.255: Procedures for termination of recorded contracts, including recording statements of termination.
Sec. 10.15.260: Recording a list of terminated contracts.
Sec. 10.15.265: Provides remedies for breach of cooperative contracts, including injunctions and specific performance. It also outlines penalties for interference.
Sec. 10.15.270: Allows for civil penalties for inducing breach of contract or spreading false reports about a cooperative.
Sec. 10.15.275: Describes the apportionment and distribution of net proceeds, savings, or net losses among cooperative members.
Sec. 10.15.280: Specifies the manner of payment for net proceeds or savings.
Sec. 10.15.285: Outlines the manner of apportionment and distribution based on various criteria.
Sec. 10.15.290: Details the determination of net proceeds, savings, or losses using generally accepted accounting principles.
Sec. 10.15.295: Addresses unclaimed distributions, redemptions, or payments.
Sec. 10.15.300: Allows for the sale or disposition of cooperative assets in the regular course of business without requiring member or shareholder consent.
Sec. 10.15.305: Describes the process for selling assets not in the regular course of business, requiring member and shareholder approval.
Sec. 10.15.310: Authorizes the board to abandon the sale or disposition of assets after member and shareholder authorization.
Sec. 10.15.315: Specifies the requirements for books and records inspection by members or shareholders.
Sec. 10.15.320: Mandates the filing of a biennial report by cooperatives with the department, containing various details about the cooperative’s operations and structure.
Sec. 10.15.325: The biennial report, due by August 1 of odd or even years, must be submitted on forms provided by the department. Delinquent reports may lead to involuntary dissolution.
Sec. 10.15.330: The department accepts biennial reports conforming to requirements. If corrections are needed, the report is returned, and penalties are waived if corrected within 60 days.
Sec. 10.15.331: Notices of changes in officers or directors must be filed within a year of the biennial report, providing details of the change.
Sec. 10.15.335 – 10.15.360: Describes the formation of cooperatives, including incorporation procedures, filing of articles, the effect of the certificate of incorporation, contents of articles, and organizational meetings of directors.
Sec. 10.15.365 – 10.15.395: Covers the amendment and restatement of articles, including the process for adopting amendments, shareholder and member voting, execution and content of articles of amendment, filing of articles, the effect of amendments, and governing law.