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Aiken v. Alaska Addiction Professionals Ass’n.

BUSINESS LAW
Supreme Court of Alaska (2024)
Rosa Gibson

In Aiken v. Alaska Addiction Professionals Ass’n, 552 P.3d 454 (Alaska 2024), the supreme court held that, because a newly incorporated organization was the same entity as a previously dissolved organization and retained the prior organization’s membership and bylaws, new officers elected pursuant to those bylaws rightfully controlled the organization. (Id. at 470). The Alaska Addiction Professionals Association (AAPA), an Alaska organization, affiliated with the National Association for Alcoholism and Drug Abuse Counselors (NAADAC), a national organization, in 2010. (Id. at 458, 459). In 2011, AAPA’s corporate and tax-exempt statuses were revoked. (Id. at 459). Unaware, AAPA and NAADAC continued to operate as usual until an audit revealed the revocation in 2014. (Id.). Two former AAPA board members, Aiken and Carter, applied to incorporate the organization under the same name and listed themselves as directors. (Id.). NAADAC then arranged for AAPA members to elect a new board of directors, purportedly ousting Aiken and Carter. (Id. at 460). Litigation commenced over which board members rightfully controlled AAPA. (Id. at 460–61). On appeal, Aiken and Carter disputed the lower court’s finding that the organization incorporated in 2014 was the same entity, with the same membership and bylaws, as the former AAPA. (Id. at 469). The supreme court reasoned that the new AAPA’s claim over the same name, offices, records, restitution payments, and bank account as the old AAPA sufficiently supported the lower court’s conclusion. (Id. at 470). Additionally, the supreme court considered the finding that the AAPA maintained the same membership and bylaws as the old AAPA to be consistent with Aiken and Carter’s operation of the organization since 2014. (Id. at 470–71). Affirming the lower court’s decision on this issue, the supreme court held that, because the newly incorporated organization was the same entity as the previously dissolved organization and retained the prior organization’s membership and bylaws, new officers elected pursuant to those bylaws rightfully controlled the organization. (Id. at 470).

Aiken v. Alaska Addiction Professionals Ass’n.

BUSINESS LAW
Supreme Court of Alaska (2024)
Rosa Gibson

In Aiken v. Alaska Addiction Professionals Ass’n, 552 P.3d 454 (Alaska 2024), the supreme court held that, because a newly incorporated organization was the same entity as a previously dissolved organization and retained the prior organization’s membership and bylaws, new officers elected pursuant to those bylaws rightfully controlled the organization. (Id. at 470). The Alaska Addiction Professionals Association (AAPA), an Alaska organization, affiliated with the National Association for Alcoholism and Drug Abuse Counselors (NAADAC), a national organization, in 2010. (Id. at 458, 459). In 2011, AAPA’s corporate and tax-exempt statuses were revoked. (Id. at 459). Unaware, AAPA and NAADAC continued to operate as usual until an audit revealed the revocation in 2014. (Id.). Two former AAPA board members, Aiken and Carter, applied to incorporate the organization under the same name and listed themselves as directors. (Id.). NAADAC then arranged for AAPA members to elect a new board of directors, purportedly ousting Aiken and Carter. (Id. at 460). Litigation commenced over which board members rightfully controlled AAPA. (Id. at 460–61). On appeal, Aiken and Carter disputed the lower court’s finding that the organization incorporated in 2014 was the same entity, with the same membership and bylaws, as the former AAPA. (Id. at 469). The supreme court reasoned that the new AAPA’s claim over the same name, offices, records, restitution payments, and bank account as the old AAPA sufficiently supported the lower court’s conclusion. (Id. at 470). Additionally, the supreme court considered the finding that the AAPA maintained the same membership and bylaws as the old AAPA to be consistent with Aiken and Carter’s operation of the organization since 2014. (Id. at 470–71). Affirming the lower court’s decision on this issue, the supreme court held that, because the newly incorporated organization was the same entity as the previously dissolved organization and retained the prior organization’s membership and bylaws, new officers elected pursuant to those bylaws rightfully controlled the organization. (Id. at 470).