AS Title 10, Chapter 40: Religious Corporations

Chapter 40. Religious Corporations. Sec. 10.40.010. Authorized purposes. A corporation may be formed for acquiring, holding, or disposing of church or religious society property, for the benefit of religion, for works of charity and education, and for public worship. Sec. 10.40.015. Distinguishable name. A corporate name must be distinguishable on the records of the Department of Commerce, Community, and Economic Development from the name of another organized entity and from a reserved or registered name. The department may adopt regulations to enforce this section. In this section, “organized entity” and “reserved or registered name” have the meanings given in AS 10.35.040 . Sec. 10.40.020. Execution of articles of incorporation. An archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, of a church or religious society, who has been chosen, elected, or appointed in conformity with the constitution, canons, rites, regulations, or discipline of the church or religious society, and in whom is vested the legal title to the property of the church or religious society, may execute written articles of incorporation in triplicate, acknowledged before an officer authorized to take acknowledgments. Sec. 10.40.030. Filing and recording of articles of incorporation. One copy of the articles shall be filed with the Department of Commerce, Community, and Economic Development; one copy shall be filed in the office of the clerk of the superior court in the judicial district in which the principal place of business of the corporation is to be located; and one copy shall be retained by the corporation. Each copy filed shall be recorded in a book kept for that purpose. Sec. 10.40.040. Contents of articles of incorporation. The articles of incorporation must specify (1) the name of the corporation; (2) the purpose of the corporation; (3) the estimated value of its property at the time of executing the articles of incorporation; (4) the title of the person executing the articles; and (5) the name and address of the person upon whom process may be served. Sec. 10.40.050. Amendment of articles and change of seal. A corporation formed under this chapter may alter or amend its articles of incorporation and change its seal. The amendment and change of seal shall be made by the corporation and executed by the person who executed the original articles of incorporation, or by a successor in office, and shall be filed and recorded in the same office and in the same manner as is provided for filing the original articles. Sec. 10.40.060. Corporate existence. Upon the filing of the articles of incorporation for record the person subscribing the articles and a successor in office by the name or title specified in the articles is a corporation sole, with continual perpetual succession. Sec. 10.40.070. Corporate powers. A corporation organized under this chapter may (1) acquire by donation, gift, bequest, devise, or purchase, and hold and maintain real and personal property, and grant, sell, convey, or otherwise dispose of property as may be necessary to carry on or promote the objects of the corporation, but not for the purpose of obtaining revenue or profits from the property; (2) borrow money and give written obligations for repayment, and give mortgages or other liens upon real or personal property to secure payment of written obligations, when necessary to promote the objects of the corporation; (3) enter into contracts; (4) sue and be sued; (5) adopt and use a common seal by which all deeds and acts of the corporation may be authenticated. Sec. 10.40.080. Requirements for instruments. All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation in the official capacity designated in the articles of incorporation, and sealed with the seal of the corporation. Sec. 10.40.090. Filing impression of seal. An impression of the corporate seal shall be filed with the Department of Commerce, Community, and Economic Development. Sec. 10.40.100. Articles as evidence of corporate existence. The articles of incorporation or a certified copy of those filed with the Department of Commerce, Community, and Economic Development are evidence of the existence of the corporation. Sec. 10.40.105. Biennial report. A corporation formed under this chapter shall file a biennial report with the commissioner of commerce, community, and economic development setting out the real and personal property assets of the corporation. Sec. 10.40.110. Succession to property upon death, resignation, or removal of person incorporated as corporation sole. In the event of the death or resignation of the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or member of the clergy, who has formed a corporation under this chapter, or such a person's removal from office by the person or body having removal authority, the successor in office as the corporation sole is vested with the title of all property held by the successor's predecessor with the same power and authority over the property, subject to all the legal liabilities and obligations with reference to the property. The successor shall record in the office of each recording district in which the corporation owns real property a certificate of the successor's commission or certified copy of a letter of election or appointment. Sec. 10.40.120. Succession to property on death, resignation, or removal of person not incorporated as corporation sole. Upon the death, resignation, or removal of an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or member of the clergy, who at the time of death, resignation, or removal was holding the title to trust property for the use or benefit of a church or religious society and not incorporated under this chapter as a corporation sole, the title to all property held by that person does not revert to the donor nor pass to the heirs of the deceased person, but is in abeyance until a successor is appointed to fill the vacancy. Upon the appointment of the successor the title of all the property held by the predecessor immediately vests in the person appointed to fill the vacancy. Sec. 10.40.125. Other transactions. A corporation formed under this chapter may enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act). Sec. 10.40.130. Service of process. (a) A corporation organized under this chapter shall continuously maintain on file with the department the name and address of a person designated to act as agent for the purpose of accepting service of process. (b) When a corporation fails to designate such a person and maintain this information on file, the commissioner is the agent upon whom process may be served. Service on the commissioner shall be made in the same manner as provided in AS 10.06 . (c) [Repealed, § 61 ch 50 SLA 1989.] Sec. 10.40.140. Fees and penalties. (a) Any document required to be filed with the commissioner under this chapter shall be accompanied by a fee to be established by the department by regulation. (b) The commissioner shall collect a penalty of $5 a year or fraction of a year of the amount due from any corporation that fails to file any document or pay any fee within the time prescribed by this chapter. (c) [Repealed, § 28 ch 90 SLA 1991.] Sec. 10.40.145. Cancellation of filings. The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to religious corporations. Sec. 10.40.150. Involuntary dissolution. (a) The commissioner, upon 60 days notice to the corporation, may involuntarily dissolve a corporation formed under this chapter, for (1) failure to file within 60 days of the close of the calendar year the report mentioned in AS 10.40.105 ; (2) failure to comply with AS 10.40.130 (a); and (3) failure for six months to pay any fee or penalty required by this chapter. (b) Before dissolving a corporation under (a) of this section, the commissioner shall give the corporation written notice of the pending dissolution by mailing the notice to the corporation. The commissioner shall mail the notice and any subsequent certificate of dissolution to the corporation in the same manner as required for notices and certificates of involuntary dissolution under AS 10.06.633 (i).