with whom BRYNER, Justice, joins, dissenting.
The question presented in this case is whether the state-owned Alaska Railroad is subject to municipal zoning ordinances. In my opinion the answer is no. In Alaska, state government activities are exempt from local regulation in the absence of a statute making them subject to local regulation. No statute makes the Railroad subject to local regulation. Therefore, the Railroad is exempt. Although this rationale is, in my opinion, conclusive and fully sufficient to decide this case, there is another reason why the Railroad is exempt: the legislature in passing the Alaska Railroad Corporation Act indicated its intention to exempt the Railroad from local zoning regulation. I address each of these reasons in this opinion.
I. Alaska State Government Activities Are Exempt from Local Regulation in the Absence of a Statute Subjecting Them to Local Regulation.
The traditional view is that state agencies are immune from municipal zoning in the absence of a statute making them subject to municipal zoning.1 As the following discussion of the history of AS 85.30.020 and .080 will make clear, the Alaska Legislature has accepted this rule in enacting these statutory sections and their precursors. I start with these sections as they appear now. Alaska Statute 35.80.020 provides:
A department shall comply with local planning and zoning ordinances and other regulations in the same manner and to the same extent as other landowners.
Alaska Statute 85.30.0830 provides:
If a department clearly demonstrates an overriding state interest, waiver of local planning authority approval and the compliance requirement may be granted by the governor. The governor shall issue specific findings giving reasons for granting any waiver under this section.
There are two other sections in AS 35.830. Both of them are helpful in understanding AS 35.30.020 and .0830. Alaska Statute 35.80.010 provides:
(a) Exeept as provided in (b) of this section, before commencing construction of a public project,
(1) if the project. is located in a municipality, the department shall submit the plans for the project to the planning commission of the municipality for review and approval;
(2) if the project is located within two miles of a village, the department shall submit the plans to the village council for review and comment;
(3) if the project is located within one-half mile of the boundary of an area represented by a community council established by municipal charter or ordinance, the department shall submit the plans to the community council for review and comment.
(b) Prior approval by a municipal planning commission may not be required before the commencement of construction of a highway or local service road if
(1) the department and the municipality have entered into agreement for the planning of the project under AS 19.20.060 or 19.20.070 and the plans for the project are completed in accordance with the terms of that agreement;
(2) the municipality has adopted a municipal master highway plan under AS 19.20.080 and the highway or local service road is consistent with the plan adopted; or
(3) the department has entered into agreement with the municipality for the planning of transportation corridors under AS 19.20.015 and the plans for the project are completed in accordance with the provisions of that agreement.
(c) If final disapproval by resolution of the governing body of the affected municipality or village is not received within 90 *59days from the date the project was submitted to the municipality or village, the department may proceed with the project.
The other section is AS 85.30.040. It provides:
In this chapter
(1) "public project" means a public building or other structure, public work, or other facility, highway, or local service road constructed or maintained by a department; the term includes the acquisition by purchase or agreement of land and rights in land for materials and the extraction or removal of materials necessary for completion of a highway under AS 19.05.080-19.05.120;
(2) "village" means an unincorporated community of the unorganized borough where at least 25 people reside as a social unit.
The definitions section of Title 85 is also important. Alaska Statute 85.95.100(8) provides:
In this title, unless the context requires otherwise,
(3) "department" means the Department of Transportation and Public Facilities[.]
The substance of present day AS 85.30.020 and 35.80.0830 were first enacted in 1975. Chapter 96, section 1, SLA 1975. The features now found separately in sections .020 and .080, the duty of compliance and waiver of compliance, were both incorporated in a single section, AS 85.10.020. As it was enacted in 1975, this section read:
Before the construction of a public works in a municipality, the department shall confer with the planning commission of the municipality to determine that the welfare of the public is properly protected and its agencies and instrumentalities shall comply with all local planning and zoning ordinances and the local regulations in the same manner and to the same extent as other landowners. However, if a state agency clearly demonstrates an overriding state interest, a waiver to the compliance requirements may be granted by the governor.
The history of the 1975 version of AS 35.10.020 began in 1957. Chapter 152 Laws of Alaska 1957, Title III, article 3, section 2, required the Department of Transportation and Public Facilities' territorial predecessor, the Alaska Highway and Public Works Board, to confer prior to the construction of any public work within a municipality "with the planning commission of such municipality to determine that the welfare of the public is properly protected." There was no requirement that the board also comply with local planning and zoning ordinances, only that it confer.
A change with respect to local building codes took place in 1968. Chapter 89, seetion 1, SLA 1968, was enacted requiring compliance with local building codes, but not local zoning ordinances. The 1968 enactment was codified as AS 85.10.025. As enacted it read, and still reads, as follows:
A public building shall be built in accordance with applicable local building codes including the obtaining of required permits. This section applies to all buildings of the state and corporate authorities of the state.[2]
An important change was made to AS 35.10.020 in 1974.3 Previously, as noted, the highway board, and after statehood, the department, had to confer with local authorities to determine that the welfare of the public was properly protected prior to going forward with construction in a municipality. In 1974 an additional requirement was imposed relating to compliance with zoning ordinances. Under the new requirement, uses of property sold or leased by the state to other than a public entity had to comply with local zoning ordinances as long as the property was "held in private use." In full, as amended in 1974, AS 85.10.020 provided:
*60Before the construction of a public works in a municipality, the department shall confer with the planning commission of the municipality to determine that the welfare of the public is properly protected. Real property of the state which is leased, sold, exchanged, or otherwise transferred for value to other than a public entity shall conform so long as held in private use to local planning and zoning ordi-mances and regulations in the same manner and to the same extent as real property of other landowners subject to the local ordinances and regulations, unless the local ordinances and regulations are less stringent than comparable state standards.
(Emphasis added.)
Having described the history of AS 35.10.020 thus far, it is worthwhile to ask whether a reasonable argument could be made in light of AS 85.10.020 as it existed in 1974 that projects on state land that remained in state hands were required to comply with local planning and zoning ordinances. The answer is clear that they were not. The unmistakable meaning of section 020 as of the 1974 amendment is that while projects on state land that had been transferred for private use were required to conform with local zoning ordinances "so long as held in private use," projects on state land not held in private use did not have to conform to local zoning requirements. The 1974 amendment clearly illustrates the rule that state projects are exempt from local zoning unless a statute provides otherwise.
As described above, in 1975 AS 85.10.020 was amended again. Instead of being limited to state property that had been transferred for private use, the requirement of compliance with local planning and zoning ordinances subject to a waiver granted by the governor was made generally applicable.
In 1976 another change was made that again illustrates legislative acceptance of the rule of general immunity. In 1976 the University of Alaska was made subject to AS 35.10.020.4 As amended in 1976 the statute had the familiar form of the 1975 act requiring both a conference with local officials and compliance with local ordinances, with the latter subject to gubernatorial waiver. The statute read:
Before the construction of a public works in a municipality, or a building or other structure by the University of Alaska in a municipality, the department or the University of Alaska, as appropriate, shall confer with the planning commission of the municipality to determine that the welfare of the public is properly protected. The University of Alaska or the department and its agencies and instrumentalities shall comply with all local planning and zoning ordinances and the local regulations in the same manner and to the same extent as other landowners. However, if a state agency or the University of Alaska clearly demonstrates an overriding state interest, a waiver to the compliance requirements may be granted by the governor.
The University was added to the coverage of AS 85.10.020 because it took the position that it did not have to comply with local planning and zoning ordinances and the legislature thought it was desirable that the University be required to so comply.5
*61The rule that state government entities are not subject to local zoning in the absence of a statute is illustrated by the 1976 amendment. The University had taken the position that it was not subject to zoning because no statute provided that it was subject to zoning. The legislature implicitly accepted the University's view that it was not subject to zoning but decided that as a policy matter that the University should be subject to zoning and amended AS 35.10.020 to include the University.
Nothing occurred to indicate that the legislature had altered the general rule of immunity in 1984 when the legislature enacted the Alaska Railroad Corporation Act.6 As a part of that act, AS 42.40.920 specifically provided that Title 85 of the Alaska Statutes would not apply to the Railroad. Thus AS 85.30.020 and .080 do not apply to the Railroad. This exemption put the Railroad in the position that the University had been in prior to the 1976 amendment, and in the position that all state projects had been in prior to the 1975 amendment-immune from local planning and zoning ordinances.
Having stated this conclusion, I do not mean to imply that no changes were made between 1976 and 1984 to AS 85.30.020 and 080. There was a change in 1977, but it did nothing to erode the principle that state agencies do not have to comply with local zoning unless required by statute. The change is interesting because it laid the groundwork for a broadening in the coverage of AS 35.30.020.
In 1977, AS 85.30.020 as it had existed was broken into two parts, with .020 requiring compliance with local planning ordinances and .080 providing for a waiver by the governor. Other changes were also made. Instead of referring to "the department" as previously, .020 was written in its present form referring to "a department." Likewise, the waiver provisions put in .080 referred to "a department."
In the definitions section of the 1977 enactment, AS 35.30.040(1) stated: "In this chapter (1) 'department' means the Department of Transportation and Public Facilities, and the University of Alaska." But this was changed in 1987. Alaska Statute 85.30.040(1) was repealed.7 This was the section that defined the "department" in the 1977 act to include the University of Alaska. Did this mean that the 1987 legislature no longer intended the University of Alaska to be subject to local zoning ordinances? Or did it mean that the legislature believed that without the definition the University would be covered because it is "a department"? It is clear that no substantive change was intended. The changes were described by the title of the act as merely "corrective amendments to the Alaska Statutes as recommended by the revisor of statutes." In a memorandum dated May 17, 1987, the revisor wrote that section AS 85.30.040(1) was "proposed for repeal" because the definition of "department" was "redundant to a definition in AS 35.25.020 that applies to all of AS 85."8 In the same memo the revisor refers to section 57, among other sections, as a section that "repeal[s]l provisions that are duplicated by *62other applicable law, and make{[s] conforming changes in related provisions."9 Since the 1987 amendment disclaims any intent to make a substantive change, it seems that the revisor interpreted "a department" in AS 85.30.020 and .030 to include all departments of state government, including the University of Alaska. Otherwise the change would have been substantive, deleting the University from coverage of the statute. As the legislature enacted the change suggested by the revisor, the legislature endorsed the revisor's view.
It thus appears that AS 85.830.020 and .080 now include all departments of state government that are not excluded by other statutes. But this interpretation is not central to the main premise of this dissent, which is simply that the evolution of .020 and .080 plainly shows that the legislature has accepted the traditional rule that state entities that are not made subject to local zoning by statute are not subject to local zoning.10
In summary, the history related above shows that state entities and state activities not covered by .020 and .080 and their predecessors were assumed and intended by the legislature to be immune from local zoning. Acceptance of the rule of immunity is clearly shown in 1974 when state lands conveyed or leased to private entities were made subject to local zoning so long as they remained in private hands, but state lands not meeting these conditions remained immune from local zoning. It is also clearly shown in 1976 when the legislature included the University in the coverage of .020 because the University was not originally included and it was thought desirable to make the University comply with local zoning. Nothing occurred in the intervening years between the 1974, 1975, and 1976 enactments and 1984 to change the rule of general state immunity. Thus when the legislature enacted the Alaska Railroad Corporation Act and exempted the Railroad from coverage by .020 and .080, the Railroad retained the immunity from local zoning that it had as an instrumentality of the federal government because no statute made it subject to local zoning.
II. The Alaska Railroad Corporation Act Exempts the Railroad from Local Zoning.
Although the rationale that state agencies are immune from local zoning unless a statute makes them subject to local zoning expressed above is sufficient to decide this case, there are a number of provisions in the Alaska Railroad Corporation Act that affirmatively indicate that the Railroad was intended to be exempt from local planning and zoning control. These include:
a. AS 42.40.390.
This section provides:
The board may adopt exclusive rules governing land use by parties having interests in or permits for land owned or managed by the corporation. The power conferred by this section is exercised for the common health, safety, and welfare of the public and to the extent constitutionally permissible, may not be limited by the terms and conditions of leases, contracts, or other transactions.
By this section the Railroad Board is given the power to "to adopt exclusive rules governing land use" for railroad land. The see-ond sentence of this section confirms that the exclusive rules have the same purpose as a planning and zoning ordinance, namely to provide "for the common health, safety, and welfare of the public." The word "exclusive" by definition excludes the possibility that a municipality could impose rules governing land use of railroad property.
*63The legislative history of this section of the Alaska Railroad Corporation Act confirms that the legislature was aware that section .390 placed railroad lands beyond the control of local zoning. Tamara Cook, Deputy Director of the Division of Legal Services of the Legislative Affairs Agency, first raised a question as to the effect of section .390 on March 1, 1984, at a Senate Transportation Committee meeting. She asked, "what does it do, is this an effort to supercede municipal land use regulations? Is that what this does? Does this say that property controlled by the railroad is not subject to municipal land regulations? Is that what this is?" 11 Chairman Moss initially responded in the negative: "I don't believe that that was the original intent on it. Maybe, I'm wrong on it." But Cook persisted, stating: "What this says though, it says the board may adopt exclusive regulations governing land use, which means that the board would then be operating as a planning commission." After further discussion Cook again explained that the Railroad could "attempt to put a subdivision" on acquired property "and not be subject to municipal zoning ordinances." She recommended that "until this section is made a lot clearer I think the committee ought to consider dropping it entirely." Chairman Moss observed that this would be "one way to eliminate the problem." Senator Gilman agreed that "removing it is fine" but observed that as to a version of the legislation in a prior session there were reasons why the section was written as it was, but he could not remember what they were. He suggested that he be allowed to "revisit the file." Chairman Moss agreed: "Let's do that before we delete this section" and proceeded to adjourn the meeting.
Cook put her concerns in writing, in a memorandum dated March 12, 1984, to the Chair of the Senate Transportation Committee. Observing that there are two alternative effects of AS 42.40.390, she again recommended that section .890 be clarified or deleted:
Section 42.40.3890 appears to be an attempt to grant the power of land use regulation, such as platting and zoning, to the railroad corporation, which would contravene the requirement contained in Article X, section 2 that all local government powers shall be vested in boroughs and cities. If, on the other hand, the purpose of the section is to exclude rail property from municipal land use regulation, that should be done specifically. I would recommend that the section be clarified or eliminated.
It is worth noting that while Cook states that there are two possible interpretations of seetion .390-that it grants zoning power to the Railroad or that it excludes railroad property from municipal land use regulation-under either interpretation the Railroad would be immune from local zoning. Under the first, a grant of exclusive zoning power to the Railroad would necessarily exclude the power of a municipality to zone the same property. Under the second, the exclusion of municipal zoning is the explicit purpose.12 Section .390 was retained as written, despite Cook's suggestion that it be clarified or deleted.
The question of retaining or deleting seetion .390 was taken up for the last time by the Senate Transportation Standing Committee on March 15, 1984. The minutes of that meeting indicate that Senator Gilman initially sought to remove AS 42.40.390. But Senator Halford responded "that there should be a way to protect railroad operations. That would protect the railroad's operations from *64local zoning restrictions." 13 The matter was discussed further. Senator Gilman stated that .390 "originally was put in at a time when it was anticipated that they were going to have to establish some rationale for why the railroad should get a tax-exempt bonding authority." He noted that this was no longer a problem. But Senator Faiks stated that pending in the House of Representatives was a bill that would take away tax-exempt status from the Railroad. She argued that section 390 should be left in the bill. This was the final resolution.
The discussion reveals that the Senate Committee clearly understood that .390 would protect the Railroad's operations from local zoning restrictions. No one argued with Senator Halford's characterization that this was the section's direct function. Senator Gilman's observation that the purpose of section .390 was to guarantee tax-exempt bonding status is consistent with section .390's function. In order to have tax-exempt bonding status, it was believed that the Railroad needed land use regulation powers comparable to those of a local government. Such powers were granted. It does not matter whether the powers were granted primarily so that the Railroad could issue tax-free bonds or so that the Railroad would not be disturbed in its operations by municipal zoning. Whatever the dominant motive may have been, the grant of exclusive land use regulatory power was the same.
b. AS 42.40.920(b)(8).
This is the section that declares that AS 85 does not apply to the Railroad. Since, as discussed above, AS 35 contains AS 35.30.020 requiring "a department" to comply with local zoning, exempting the Railroad from AS 35 indicates, among other purposes, an intent to exempt the Railroad from local zoning.
c. AS 42.40.935(b).14
This section required the Railroad to comply with local building and safety codes within five years, subject to waiver by the Commissioner of Public Safety. Because AS 35 is not applicable to the Railroad, AS 85.10.025,15 which requires all public buildings to comply with local building codes, did not apply to the Railroad. Recognizing that a transition to compliance with local building codes was desirable, subject to an executive waiver, the legislature enacted AS 42.40.986(b). Its enactment shows legislative awareness that in light of the fact that AS 85 was made inapplicable to the Railroad, special measures were needed in areas where it was intended to make the Railroad subject to local laws. The omission of a similar measure relating to compliance with local zoning codes thus seems deliberate and purposeful.
d. AS 42.40.250(13).16
Section .250 lists the general powers of the Alaska Railroad Corporation. Subsection (13) authorizes the Railroad Corporation to *65apply to various entities for permits or approvals necessary to construct various facilities. The Railroad is authorized to apply to the "state, the United States, and foreign countries or other proper agencies." But the list pointedly does not include political subdivisions of the state. By contrast, subsection (9) of section .250 expressly mentions political subdivisions. Subsection (13) thus suggests that the legislature thought that it would not be necessary for the Railroad to apply to political subdivisions for approval to obtain permits to construct and operate facilities.
The legislative history of subsection (18) indicates that the omission of political subdivisions was not accidental. Versions of the Alaska Railroad Corporation Act were considered in 1982. Senate Bill 212 in 1982 contained a section entitled "Licenses and Permits." It provided:
Whenever the laws of a municipality, the state, or the United States require a license or a permit to undertake certain activities or perform an act, the authority, prior to undertaking the activity or performing the act, shall comply therewith to the same extent as the state, except as otherwise provided in this chapter.
A notation in the legislative folio indicates that the Railroad requested that the word "municipality" be deleted from this provision. Offered as a reason for this was that "the railroad presently negotiates with a number of municipalities regarding crossings, traffic signals, ete. If the municipalities were granted authority to regulate the railroad's passage through their boundaries, the railroad's transportation of goods and services would be so erratic as to be totally nonoperable." 17
The specific examples offered by the Railroad, "crossings, traffic signals, etc.," may not be subjects governed by typical zoning codes, but the more general topic of "passage through municipal boundaries" potentially is. Further, the bill applied to all permits "to undertake certain activities or perform an act," terms that readily encompass permits such as conditional use permits needed for zoning compliance. If the legislature intended the Railroad to be subject to local zoning codes-regulatory systems in which permits of many types are standard fare-it would not have deleted political subdivisions from the list of government entities to which the Railroad is authorized to apply for permits.
In summary, the legislature in section .390 of the Alaska Railroad Corporation Act gave the board exclusive authority to adopt rules governing railroad land. This necessarily excluded local zoning authority over the same land. The Legislative Affairs Agency and a legislative committee recognized that section .390 had this effect. A number of other provisions of the Alaska Railroad Corporation Act confirm that the legislature intended that the Railroad was to be exempt from local zoning.
III. Conclusion
The traditional rule that state entities are not subject to local zoning unless a statute so provides has been repeatedly recognized by the Alaska Legislature. The Alaska Railroad is exempt from local zoning under this rule because no statute makes it subject to zoning. In addition, provisions of the Alaska Railroad Corporation Act show that the legislature intended the Alaska Railroad Corporation to be exempt from local zoning.
For these reasons, I dissent.
. See 6 Roman, ZoniNs amp Lamp Use Contrors § 40.03[11[b] at 40-122 (1993).
. Note that although this section is in Title 35, which mainly relates to the Department of Transportation and Public Facilities, its application extends beyond the department to all state entities.
. Ch. 63, § 1, SLA 1974.
. Ch. 50, § 1, SLA 1976.
. Senator Chancy Croft, sponsor of the measure, explained the purpose of the amendment as follows to the Community and Regional Affairs Committee of the Senate:
Mr. Chairman, you will recall that last year we passed a bill that contained all this except for the reference to the University of Alaska. None of us I think being sensitive enough that the University considers itself something other than a portion of the state as far as public works are concerned. The bill as far as I know was satisfactory to everybody with the exception that the University told people that they just weren't going to abide by it. I think they should and if I frankly had had any knowledge that they wouldn't, we would have included it last year and this bill simply adds the University to the bill that was passed last year that requires state instrumentalities to comply with local planning and zoning ordinances unless the governor determines that there is a sufficient reason to override it in which he case he can do it but otherwise they have to abide by the same laws as everybody else.
Track 1, 16:00-19:20-1976 Senate Committee: Community & Regional Affairs. When the legislation was being considered by the House of Representatives, Senator Croft explained the evolution of the requirement of state *61government compliance with local codes as follows:
This, I might say Mr. Chairman, this whole area has been one in which the state has gone on a gradual basis to it. The first portion of the bill of the present statute that the state would consult was passed in 57 and then it was 68 before the state said that it would comply with local building codes. And then in 75 we went and we thought we were picking up the University but there was a drafting mistake and we weren't, that they shall comply with local planning and zoning, and so it has been a real evolutionary process....
Track 2, 0:27-4:00-1976 House Committee: Community & Regional Affairs.
The hearing concluded with Representative Cotton and Senator Croft agreeing that another look should be taken in the future to determine whether the statute was still insufficiently comprehensive. Representative Cotton stated: "It was pointed out to me at one time that public works was somewhat restrictive and really didn't take everything that a lot of people would like to have seen into consideration." Senator Croft responded: "I think that's a valid point and sure would be glad to work on that."
. AS 42.40.010-.990.
. Ch. 14, § 57, SLA 1987.
. House Journal Supp. No. 11 at 8, 1987 House Journal 1617.
. Id. at 2.
. There are a number of particularized statutes that also indicate the legislature's acceptance of the rule that state agencies and state activities should be immune from local zoning unless made subject to zoning by statute. Thus AS 18.55.100(7) makes the Alaska Housing Finance Corporation subject to local zoning. If the corporation were already subject to local zoning this act would not have been needed. Similarly, AS 19.30.080 provides that access roads to state land constructed within a municipality that has zoning shall conform with zoning regulations as to width of right-of-way-but, by implication, not with other standards. Likewise, AS 38.04.045 requires that the Department of Natural Resources when subdividing state land for sale within a municipality comply with local zoning.
. See Senate Transportation Committee Hearing, tape 65, side A, March 1, 1984.
. Today's opinion offers a third interpretation of section .390. It states that the section "could also be read as a choice-oflaw provision...." Slip Op. at 11. Thus, "if the Railroad Board promulgated rules conflicting with local ordinances, the Railroad's regulations would govern, but in the absence of a conflict, local rules are unaffected." Under this interpretation the Railroad Board may promulgate a land-use rule covering the land in question, permitiing it to be used for quarry purposes. Since such a rule would conflict with the municipal zoning code, the rule would govern. Thus even under the court's interpretation, section .390 is a "direct statutory grant[ ] of immunity," Slip Op. at 27-30, albeit a conditional one, that controls over the balancing test adopted by today's opinion when the Railroad Board promulgates rules inconsistent with local zoning.
. Minutes of Commitiee Meeting of March 15, 1984.
. 'AS 42.40.935(b) provides:
No later than two years after the date of transfer, the corporation in consultation with the Department of Public Safety and appropriate municipal officials, shall develop and adopt a plan to achieve compliance with building and related safety codes applicable to facilities of the corporation. The plan shall be implemented and compliance achieved within five years after it is adopted. In the sole determination of the commissioner of public safety, any existing building owned or controlled by the corporation that does not present a serious safety hazard and for which compliance would be uneconomical in consideration of its remaining useful life shall be exempted from compliance with state or municipal safety codes.
. See supra p. 59.
. AS 42.40.250 provides in relevant part:
In addition to the exercise of other powers authorized by law, the corporation may
(9) contract with and accept transfers, gifts, grants, or loans of funds or property from the United States and the state or its political subdivisions, subject to other provisions of federal or state law or municipal ordinances;
(13) apply to the state, the United States, and foreign countries or other proper agencies for the permits, licenses, rights-of-way, or approvals necessary to construct, maintain, and operate transportation and related services, and obtain, hold, and reuse the licenses and permits in the same manner as other railroad operators(.]
. April 12, 1982 Memorandum from Senator Kerttula to the Senate Transportation Committee outlining the amendments to SB 212 requested by Frank Jones, the manager of the Alaska Railroad.