Free Alaska Corporate Bylaws Template

Corporate bylaws are the internal rules an Alaska corporation adopts to govern its own affairs. Alaska asks more of them than most states do: under Alaska Statutes section 10.06.230, the bylaws must state the number of directors unless the articles of incorporation handle it.

Past that requirement, the statute is open. Alaska corporate bylaws may carry any provision that does not conflict with state law or your articles.

Four rules shape what Alaska bylaws must say and who controls them.

The Bylaws Must State the Number of Directors

This is the requirement new corporations miss. Section 10.06.230(a) says the bylaws must state the number of directors, or a stated minimum and maximum with the exact figure fixed by the board or the shareholders. However, if the articles of incorporation set the number instead, only an amendment to the articles can change it.

Who Adopts and Amends Them

Section 10.06.228 lets either the board or the outstanding shares adopt, amend, or repeal the bylaws. In addition, the articles may restrict or eliminate that power for either group. Where the articles name no initial directors, section 10.06.225 lets the incorporators adopt and amend bylaws until directors are elected.

Changing the Director Count After Shares Are Issued

Once shares are outstanding, the rules tighten. Section 10.06.230(c) requires approval of the outstanding shares for any bylaw that fixes or changes the number of directors. Furthermore, section 10.06.230(d) blocks a bylaw reducing the fixed or minimum number below five when more than 16-2/3 percent of the outstanding shares entitled to vote are cast against it.

Where the Bylaws Must Be Kept

Section 10.06.233 requires each corporation to keep the original or a copy of its bylaws, with amendments to date, at its principal executive office in Alaska. Shareholders may inspect them at reasonable times during office hours. If that office sits outside Alaska and the corporation has no principal business office in the state, it must send a shareholder a copy on written request.

Yes, unless your articles of incorporation already do. Section 10.06.230(a) gives you two ways to satisfy it. You can state a fixed number, or you can state a minimum and a maximum and let the board or shareholders set the exact count inside that range.

The range approach suits corporations that expect to grow, since adding a director does not force a bylaw amendment. A fixed number suits smaller corporations that want the count locked down.

A corporation adopts its Alaska corporate bylaws at the organizational meeting, so the notice rule matters here.

1. Form the corporation. Corporate existence begins when the commissioner issues the certificate of incorporation.
2. Call the organizational meeting. Section 10.06.223 calls for a meeting of the incorporators or the directors named in the articles, and whoever calls it must give at least 20 days’ notice by mail.
3. Draft the bylaws. Include the director count or the minimum and maximum range, then cover meetings, quorum, officers, and shares.
4. Adopt them at the meeting. Section 10.06.223 lists adopting bylaws as a purpose of this meeting, alongside electing directors and officers.
5. Sign, date, and file them internally. Keep the signed copy at your principal executive office in Alaska.
6. Log every amendment. The copy you keep must reflect amendments to date, not just the original.