(a) The management of a professional corporation shall be vested in the board of directors which shall have the continuing exclusive authority to make the management decisions necessary to the conduct of the profession for which the professional corporation is formed. The officers of the corporation, who shall be elected by the board of directors, have such power and authority to represent the board as the board from time to time expressly or impliedly grants. A shareholder does not have power to bind the corporation within the scope of the corporation's activities merely by virtue of being a shareholder.
(b) A professional corporation that has only one or two shareholders may manage its affairs by directors only, who shall be the shareholders. The one or two shareholders may fill all the general offices of the corporation.
Structure Alaska Statutes
Title 10. Corporations and Associations
Chapter 45. Professional Corporation Act
Sec. 10.45.010. Incorporation.
Sec. 10.45.020. Rendering professional service and charging fees.
Sec. 10.45.030. Who may render professional service.
Sec. 10.45.040. Prohibition against engaging in business; property and investments.
Sec. 10.45.050. Issuance of shares.
Sec. 10.45.060. Qualifications of director, officer, or shareholder.
Sec. 10.45.070. Management by directors; authority of officers and shareholders.
Sec. 10.45.080. Transfer of shares.
Sec. 10.45.090. Voting by proxy.
Sec. 10.45.100. Voting trust prohibited.
Sec. 10.45.110. Holding stock, merging or consolidating with another professional corporation.
Sec. 10.45.120. Corporate name.
Sec. 10.45.130. Change or alteration of corporate name.
Sec. 10.45.133. Continuity of life.
Sec. 10.45.136. No shareholder power to dissolve.
Sec. 10.45.140. Professional relationship and liabilities.
Sec. 10.45.180. Authority and duty of regulatory boards not limited.
Sec. 10.45.190. Professional acts limited.
Sec. 10.45.200. Legal disqualification of corporate personnel.
Sec. 10.45.210. Disposal of shares of legally disqualified shareholder.
Sec. 10.45.220. Shares of deceased shareholder.
Sec. 10.45.230. Determination of value of shares.
Sec. 10.45.240. Applicability of Alaska Corporations Code and Alaska Entity Transactions Act.