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Alaska Statutes Title 10. Corporations and Associations § 10.25.400. Limitations on disposition of property

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(a) A cooperative may not otherwise sell, lease, or dispose of more than 15 percent of the cooperative's total assets, less depreciation, as reflected on the books of the cooperative at the time of the transaction unless the transaction is authorized under this section.  The transaction is approved by the affirmative vote of not less than two-thirds of the members voting on the transaction if the number of members voting to approve it constitutes a majority of all the members of the cooperative.  However, notwithstanding a provision of this chapter or any other provision of law, the board of directors may, upon the authorization of a majority of those members of the cooperative voting on the issue in an election in which at least 10 percent of the eligible members return ballots, sell, lease, or otherwise dispose of all or a substantial portion of its property to another cooperative or to the state if the sale complies with (d) of this section.

(b) Before a vote to authorize the disposition or sale of more than 15 percent of the total assets of the cooperative, other than a vote to authorize disposition or sale to the state or another cooperative, the board of directors shall

(1) have the tangible and intangible property that is proposed for sale appraised by two appraisers;  one appraiser shall be chosen by the proposed buyer;  the appraisers may not be associated with the cooperative or a proposed buyer of cooperative property;  each appraiser shall deliver a copy of the appraisal to the cooperative and to the proposed buyer;  the first proposed buyer shall advance to the cooperative money sufficient to pay for the appraisals;  if a buyer other than the first proposed buyer purchases the assets based on the appraisals, the actual buyer shall reimburse the first proposed buyer for the cost of the appraisals;

(2) notify all cooperative members, at least 90 days in advance, of a vote on disposition of cooperative property;  the notice must contain detailed proposals for disposition of the property;

(3) at least 90 days before the vote, notify all other cooperatives situated and operating in the state that the property is available for disposition and include with the notice one copy of each appraisal of the property;

(4) at least 30 days before the vote, mail to all members any alternate proposals made by another cooperative, or by cooperative members if an alternate proposal signed by at least 50 members has been submitted to the board, together with any recommendation that the board has made;  and

(5) place each proposal for which notice has been given on the ballot.

(c) This section does not apply to the transfer of cooperative property under AS 10.25.240 - 10.25.300.

(d) The sale of a cooperative may not take effect unless the purchaser expressly agrees to comply with the terms of each collective bargaining agreement entered into between the cooperative being sold and a labor organization representing employees of the cooperative that is in effect on the date of sale.

(e) The requirements of (b) of this section do not apply to the lease, sale, or disposition of the property of a telephone cooperative that has annual gross revenue over $25,000,000 unless a resolution passed by the board of directors of the cooperative provides that the requirements of (b) of this section will apply to the lease, sale, or disposition.

Cite this article: - Alaska Statutes Title 10. Corporations and Associations § 10.25.400. Limitations on disposition of property - last updated April 21, 2021 |

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