Alaska Statutes
Alaska Stat. § 10.20.051 (2026)
Members and liability of directors, officers, employees, and members
✓ current as of July 2026
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Sec. 10.20.051. Members and liability of directors, officers, employees, and members.
(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment, and the qualifications and rights of the members of each class shall be set out in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set out in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership.
(b) The directors, officers, employees, and members of the corporation are not, as such, liable on its obligations.
(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment, and the qualifications and rights of the members of each class shall be set out in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set out in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership.
(b) The directors, officers, employees, and members of the corporation are not, as such, liable on its obligations.
Notes of Decisions
Cited in 6
cases (2 in the last 5 years), 2004–2024 · leading case: Sue/Perior Concrete & Paving, Inc. v. Lewiston Glof Course Corp., 25 N.E.3d 928 (NY 2014).
Sue/Perior Concrete & Paving, Inc. v. Lewiston Glof Course Corp., 25 N.E.3d 928 (NY 2014). “Moreover, Runyon, also a pre-Kiowa case, was an expressly narrow ruling, which relied on Ransom and Alaska corporate law (Runyon v Ass'n of Vill Council Presidents, 84 P3d 437, 441 [Sup Ct of Alaska 2004], citing Alaska Stat § 10.20.051 [b]). IV. Plaintiff argues that even if…”
Yvonne Ito v. Copper River Native Ass'n, 547 P.3d 1003 (Alaska 2024). “159 See AS 10.20.051(b). - 40 - 7695 provide services to tribal members, and undermine the policies of self-determination and self-governance.”
Cynthia Aiken Janet Carter & Reg'l Alcohol & Drug Abuse Couns. Training Prog. v. Alaska Addiction Professionals Ass'n NAADAC, the Ass'n for Addiction Professionals Diane Ogilvie & Akeela, Inc., Alaska Addiction Professionals Ass'n NAADAC, the Ass'n for Addiction Professionals Diane Ogilvie & Akeela, Inc. v. Cynthia Aiken Janet Carter & Reg'l Alcohol & Drug Abuse Couns. Training Prog., 552 P.3d 454 (Alaska 2024). “” The nonprofit 47 See AS 10.20.051(a) (providing that nonprofit corporation may state in bylaws, rather than articles of incorporation, whether it has members).”
Runyon v. Ass'n of Vill. Council Presidents, 84 P.3d 437 (Alaska 2004). “AS 10.20.051(b). . Because we hold that AVCP is not immune, we do not need to address the Runyons' arguments that the organization waived immunity either by purchasing liability insurance or through the wording of its corporate charter, or AVCP's arguments concerning whether its…”
Runyon Ex Rel. BR v. AVCP, 84 P.3d 437 (Alaska 2004). “[17] AS 10.20.051(b). [18] Because we hold that AVCP is not immune, we do not need to address the Runyons' arguments that the organization waived immunity either by purchasing liability insurance or through the wording of its corporate charter, or AVCP's arguments concerning…”
Matyascik v. Arctic Slope Native Ass'n, Ltd. (D. Alaska 2019). “at 441 (quoting AS 10.20.051(b)). Because “[a]ny judgment against AVCP will be paid out of the Association’s coffers alone[,]” the Alaska Supreme Court held that AVCP “is not protected by tribal sovereign immunity.”
— Alaska Stat. § 10.20.051(a) — 1 case
Cynthia Aiken Janet Carter & Reg'l Alcohol & Drug Abuse Couns. Training Prog. v. Alaska Addiction Professionals Ass'n NAADAC, the Ass'n for Addiction Professionals Diane Ogilvie & Akeela, Inc., Alaska Addiction Professionals Ass'n NAADAC, the Ass'n for Addiction Professionals Diane Ogilvie & Akeela, Inc. v. Cynthia Aiken Janet Carter & Reg'l Alcohol & Drug Abuse Couns. Training Prog., 552 P.3d 454 (Alaska 2024). “” The nonprofit 47 See AS 10.20.051(a) (providing that nonprofit corporation may state in bylaws, rather than articles of incorporation, whether it has members).”
— Alaska Stat. § 10.20.051(b) — 4 cases
Yvonne Ito v. Copper River Native Ass'n, 547 P.3d 1003 (Alaska 2024). “159 See AS 10.20.051(b). - 40 - 7695 provide services to tribal members, and undermine the policies of self-determination and self-governance.”
Runyon v. Ass'n of Vill. Council Presidents, 84 P.3d 437 (Alaska 2004). “AS 10.20.051(b). . Because we hold that AVCP is not immune, we do not need to address the Runyons' arguments that the organization waived immunity either by purchasing liability insurance or through the wording of its corporate charter, or AVCP's arguments concerning whether its…”
Runyon Ex Rel. BR v. AVCP, 84 P.3d 437 (Alaska 2004). “[17] AS 10.20.051(b). [18] Because we hold that AVCP is not immune, we do not need to address the Runyons' arguments that the organization waived immunity either by purchasing liability insurance or through the wording of its corporate charter, or AVCP's arguments concerning…”
Matyascik v. Arctic Slope Native Ass'n, Ltd. (D. Alaska 2019). “at 441 (quoting AS 10.20.051(b)). Because “[a]ny judgment against AVCP will be paid out of the Association’s coffers alone[,]” the Alaska Supreme Court held that AVCP “is not protected by tribal sovereign immunity.”
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