Alaska Legislature Passes Bill Allowing Virtual Shareholder Meetings

Dorsey Assists Alaska Corporations to Hold Annual Virtual and Hybrid Meetings

The Alaska Legislature unanimously passed Senate Bill 24, on March 22, 2021, allowing corporate shareholder meetings and nonprofit member meetings to be held via remote communications. The bill was signed into law by Governor Dunleavy on March 31, 2021.

“This is a common-sense bill that makes Alaska an easier place to do business, and I expect it to have an immediate and positive impact,” said Alaska Representative Matt Claman.

Earlier we reported on March 19, 2020 (Effective Collaboration with Governor Nets Pragmatic Solution) that Dorsey & Whitney helped obtain an emergency order from the Governor of the State of Alaska to temporarily suspended certain state laws during the coronavirus public health crisis and allow all Alaska corporations to hold virtual and hybrid annual shareholder meetings on short notice. We then reported on April 14, 2020 (Disaster Suspension Continues – COVID-19 Issues in Alaska) that Section 12 of Senate Bill 241 of the 31st Legislature and subsequent emergency orders have allowed for these virtual meetings, but that authorization expired with the most recent declaration.

Every Alaska corporation must have an annual shareholder meeting, and the previous Alaska Statutes required that corporations hold these meetings in-person, at a “place,” as provided in the corporation’s bylaws. Alaska was only one of nine states that does not allow either virtual (via communications equipment) or hybrid (in-person and by communications equipment) meetings.  Dorsey attorneys Jill McLeod, Bonnie Paskvan and Siena Caruso worked closely with bill sponsors Senator David Wilson and Representative Calvin Schrage to comprehensively amend existing state statutes governing how corporations of all types may “meet.”

“The ability to meet virtually, as would be permanently allowed by the passage of this bill, has proved invaluable to Alaska Native Corporations. Senate Bill 24 enables all corporations and nonprofit organizations to operate more efficiently and with greater flexibility than in the past,” said Dorsey Partner Jill McLeod.

Dorsey Partner Bonnie Paskvan added, “Our Alaska clients are universally thrilled and relieved.  This is a permanent game changer as more Alaska Natives move out of their traditional home communities; they can now legally hold “hybrid” annual shareholder meetings, supporting e-participation from literally around the globe.  All Alaskan non-profit and for profit corporations will benefit from having more options available for how they meet with their members and shareholders.”

“We are grateful that Dorsey supports community service and leadership through pro bono efforts like this. It was a privilege to work as a team on behalf of our clients to research, draft, and testify before both the House and Senate on this important legislation to bring the Alaska Corporations Code into the 21st century,” said Dorsey Associate Siena Caruso.

Jill McLeod

Jill McLeod

Jill is a partner in Dorsey’s corporate group. She has more than two decades of U.S. and international legal experience, including extensive work in acquisitions and general corporate law. In her practice, Jill represents buyers and sellers of businesses and separate assets within businesses. She serves as outside general counsel consulting on strategic issues for many of her clients, and advises clients on corporate governance, financings, project development, risk management, and more.

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