A sale, lease, exchange, or other disposition of all, or substantially all the property and assets, with or without the good will, of a cooperative, if not made in the usual and regular course of its business, may be made upon the terms and for the consideration, which may consist in whole or in part of money or real or personal property, including shares of another cooperative, corporation, or association, as may be authorized in the following manner:
(1) the board shall adopt a resolution recommending the sale, lease, exchange, or other disposition and directing the submission of the resolution to a vote at a meeting of members, which may be either an annual or a special meeting, or if there are shareholders the submission shall be to a joint meeting of members and shareholders; the vote may be submitted at an annual or a special meeting;
(2) written notice shall be given to each member and to each shareholder within the time and in the manner provided for the giving of notice of meetings of members, and shall state that the purpose of the meeting is to consider the proposed sale, lease, exchange, or other disposition;
(3) at the meeting, the members, by affirmative vote of a majority of the member votes cast, and the shareholders, by affirmative vote of a majority of the shareholder votes entitled to be voted, may approve the sale, lease, exchange, or other disposition, and may fix or may authorize the board to fix the terms and conditions of the transaction and the consideration to be received by the cooperative.
Structure Alaska Statutes
Title 10. Corporations and Associations
Chapter 15. Alaska Cooperative Corporation Act
Article 1. Substantive Provisions.
Sec. 10.15.005. Purposes for which cooperatives may be organized.
Sec. 10.15.010. General powers.
Sec. 10.15.025. Registered office and registered agent.
Sec. 10.15.030. Change of registered office or agent.
Sec. 10.15.035. Service on agent is service on cooperative.
Sec. 10.15.040. Defense of ultra vires.
Sec. 10.15.045. Capital stock.
Sec. 10.15.050. Membership stock.
Sec. 10.15.055. Transfer of stock.
Sec. 10.15.060. Payment required for issuance.
Sec. 10.15.065. No preemptive right to new issues.
Sec. 10.15.070. Certificates representing shares.
Sec. 10.15.075. Manner of voting by shareholders.
Sec. 10.15.080. Determining who are shareholders for purposes of notice, voting, and dividends.
Sec. 10.15.085. Subscription for shares.
Sec. 10.15.090. Limitation of liability of members.
Sec. 10.15.095. Dividends on capital stock.
Sec. 10.15.105. Limitations on acquisition, recall, exchange, or redemption.
Sec. 10.15.110. Status of acquired, recalled, exchanged, or redeemed shares.
Sec. 10.15.115. Missing certificates or ownership records.
Sec. 10.15.120. Meetings of members.
Sec. 10.15.125. Districts and district meetings.
Sec. 10.15.130. Voting by members.
Sec. 10.15.135. Quorum of members.
Sec. 10.15.140. Qualifications and membership of board of directors.
Sec. 10.15.145. Initial board of directors.
Sec. 10.15.150. Election and terms of directors.
Sec. 10.15.155. Removal of directors.
Sec. 10.15.160. Filling unexpired term.
Sec. 10.15.165. Meetings of board of directors.
Sec. 10.15.170. Executive committee.
Sec. 10.15.180. Compensation and benefits to directors, officers, and employees.
Sec. 10.15.185. Taking action without meeting.
Sec. 10.15.190. Waiver of notice.
Sec. 10.15.195. Voting requirements of articles.
Sec. 10.15.205. Allowance of costs to plaintiff; accounting for proceeds.
Sec. 10.15.210. Security for costs.
Sec. 10.15.215. Permitted purposes of cooperative contracts with members.
Sec. 10.15.220. Liquidated damages clause in cooperative contracts.
Sec. 10.15.225. Contracts between two or more cooperatives.
Sec. 10.15.230. Recording of cooperative contracts.
Sec. 10.15.235. Recording of uniform cooperative contracts.
Sec. 10.15.240. Recording procedure.
Sec. 10.15.245. Fees for recording contracts.
Sec. 10.15.250. Effect of recording contract; subsequent interests and liens.
Sec. 10.15.255. Termination of recorded contract.
Sec. 10.15.260. Recording of list of terminated contracts.
Sec. 10.15.265. Relief against breach or threatened breach of contract and penalty for interference.
Sec. 10.15.275. Apportionment and distribution of net proceeds, savings, or net losses.
Sec. 10.15.280. Manner of payment.
Sec. 10.15.285. Manner of apportionment and distribution.
Sec. 10.15.290. Determination of net proceeds, savings, or losses.
Sec. 10.15.295. Unclaimed distribution, redemptions, or payments.
Sec. 10.15.300. Sale or other disposition of entire assets in regular course of business.
Sec. 10.15.305. Sale or other disposition of entire assets not in regular course of business.
Sec. 10.15.310. Abandonment of sale or other disposition.
Sec. 10.15.315. Books and records; inspection.
Sec. 10.15.320. Biennial report.
Sec. 10.15.325. Form of biennial report; delinquent reports.
Sec. 10.15.330. Acceptance of biennial reports by department.
Sec. 10.15.331. Filing notice of change of officer or director.