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HB 251: "An Act relating to Native corporations."

00 HOUSE BILL NO. 251                                                                                                      
01 "An Act relating to Native corporations."                                                                               
02 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:                                                                
03    * Section 1.  AS 10.06.480(a) is amended to read:                                                                    
04  (a)  In addition to other liabilities, a director is liable in the following                                          
05 circumstances unless the director complies with the standard provided in                                                
06 AS 10.06.450(b) for the performance of the duties of directors:                                                         
07   (1)  A director who votes for or assents to a distribution to the                                                    
08 corporation's shareholders contrary to the provisions of AS 10.06.358, 10.06.360,                                       
09 10.06.363, or 10.06.365 or contrary to a restriction in the articles of incorporation, is                               
10 liable to the corporation, jointly and severally with all other directors voting for or                                 
11 assenting to the distribution, for the amount of the distribution that is paid or the value                             
12 of the assets that are distributed in excess of the amount of the distribution that could                               
13 have been paid or distributed without violation of AS 10.06.405 - 10.06.438,                                           
14 10.06.960(1), or the restrictions of the articles of incorporation.                                                    
01   (2)  A director who votes for or assents to a distribution to the                                                    
02 corporation's shareholders during the liquidation of the corporation without the                                        
03 payment and discharge of, or making adequate provision for, all known debts,                                            
04 obligations, and liabilities of the corporation is liable to the corporation, jointly and                               
05 severally with all other directors voting for or assenting to distribution, for the value                               
06 of the assets that are distributed, to the extent that the debts, obligations, and liabilities                          
07 of the corporation are not thereafter paid and discharged.                                                              
08   (3)  A director who votes for or assents to a loan of assets of the                                                  
09 corporation to an officer or employee or a loan secured by the corporation's shares                                     
10 contrary to the provisions of AS 10.06.485 or contrary to a restriction in the articles                                 
11 of incorporation, is liable to the corporation, jointly and severally with all other                                    
12 directors voting for or assenting to the loan, for the amount of the loan that is in                                    
13 excess of a loan that could have been extended without a violation of AS 10.06.485                                      
14 or the restriction in the articles of incorporation.                                                                    
15    * Sec. 2.  AS 10.06.960 is amended by adding new subsections to read:                                                
16  (l)  Notwithstanding AS 10.06.405 and 10.06.465(c), special meetings of the                                           
17 shareholders of a corporation organized under the Act may only be called by the board,                                  
18 the chair of the board, the president, the holders of not less than one-quarter of all the                              
19 shares entitled to vote at the meeting, or other persons as may be authorized in the                                    
20 articles of incorporation or the bylaws.                                                                                
21  (m)  In addition to the other requirements of this chapter and AS 45.55 for                                           
22 special meetings, and subject to the penalties in AS 45.55.920 - 45.55.925, a written                                   
23 notice of  a petition or other request for a special meeting of shareholders under (l) of                               
24 this section shall be filed with the corporation before a person solicits support for the                               
25 petition or request.  The notice must state in detail the purpose of the special meeting                                
26 and include a copy of the petition or request and all materials to be used in connection                                
27 with the solicitation.  A petition or request bearing the original signatures of the                                    
28 holders of the requisite number of shares supporting the petition or request shall be                                   
29 filed with the corporation within 90 days after the filing.  If a petition or request                                   
30 covered by this section does not comply with this subsection and AS 45.55.160, the                                      
31 petition or request is invalid.                                                                                         
01  (n)  The provisions of AS 10.06.460 do not apply to a corporation organized                                           
02 under the act, if the corporation has adopted articles that provide for classification of                               
03 directors under AS 10.06.455.                                                                                           
04  (o)  A corporation that is organized under the act is not required to consider or                                     
05 to submit to a vote of the shareholders a shareholder proposal that deals substantially                                 
06 with the same subject matter as a proposal that was submitted to a vote of the                                          
07 shareholders within the preceding two years.                                                                            
08    * Sec. 3.  AS 45.55.920(b) is amended to read:                                                                       
09  (b)  The administrator may issue an order against an applicant, registered                                            
10 person, or other person who knowingly or intentionally violates this chapter, [OR] a                                  
11 regulation or order of the administrator under this chapter, or AS 10.06.960(m),                                      
12 imposing a civil penalty of not more than $2,500 for a single violation, or not more                                    
13 than $25,000 for multiple violations, in a single proceeding or a series of related                                     
14 proceedings.                                                                                                            
15    * Sec. 4.  AS 45.55.920(d) is amended to read:                                                                       
16  (d)  Before issuing an order under (a)(1), (b), [OR] (c), or (e)(1) of this section,                                
17 the administrator shall give reasonable notice of and an opportunity for a hearing.                                     
18 However, the administrator may issue a temporary order under (a)(1) or (e)(1) of this                                 
19 section pending the hearing, which remains in effect until 10 days after the hearing is                                 
20 held and which becomes final if the person to whom notice is addressed does not                                         
21 request a hearing within 15 days after the receipt of notice.                                                           
22    * Sec. 5.  AS 45.55.920 is amended by adding a new subsection to read:                                               
23     (e)  If the administrator is informed that a person has engaged or is about to                                     
24 engage in an act or practice in violation of AS 10.06.960(m), AS 45.55.139, or                                          
25 45.55.160, and if the act or practice relates to a regular or special meeting of the                                    
26 shareholders of a Native corporation, the administrator shall                                                           
27      (1)  issue an order                                                                                               
28   (A)  directing the person to cease and desist from continuing the                                                   
29 act or practice; and                                                                                                    
30    (B)  voiding a proxy obtained in violation of AS 10.06.960(m),                                                     
31 AS 45.55.139, or 45.55.160; or                                                                                          
01     (2)  bring an action in the superior court to enjoin the acts or practice,                                         
02 to void a proxy obtained in violation of AS 10.06.960(m), AS 45.55.139, or 45.55.160,                                   
03 or to enforce compliance with AS 10.06.960(m), AS 45.55.139, or 45.55.160, and,                                         
04 upon a proper showing, the appropriate remedy shall be granted.                                                         
05    * Sec. 6.  AS 45.55.925(a) is amended to read:                                                                       
06  (a)  In addition to the civil penalties assessed under AS 45.55.920, a person                                         
07 who wilfully violates a provision of this chapter except AS 45.55.160, [OR] who                                         
08 wilfully violates a regulation or order under this chapter, [OR] who wilfully violates                                  
09 AS 45.55.160 knowing the statement made to be false or misleading in a material                                         
10 respect or the omission to be misleading by any material respect, or who wilfully                                      
11 violates AS 10.06.960(m), upon conviction, is punishable by a fine of not more than                                    
12 $5,000, or by imprisonment for not less than one year nor more than five years, or                                      
13 both.  Upon conviction of an individual for a felony under this chapter, imprisonment                                   
14 for not less than one year is mandatory.  However, an individual may not be                                             
15 imprisoned for the violation of a regulation or order if the individual proves that the                                 
16 individual had no knowledge of the regulation or order.  An indictment or information                                   
17 may not be returned under this chapter more than five years after the alleged violation.                                
18    * Sec. 7.  AS 45.55 is amended by adding a new section to read:                                                      
19  Sec. 45.55.933.  CIVIL ACTION FOR CERTAIN VIOLATIONS.   A  Native                                                     
20 corporation, a  shareholder of a Native corporation, or both, may bring a civil action                                  
21 in superior court against a person who violates AS 10.06.960(m), AS 45.55.139, or                                       
22 45.55.160,  if the violation relates to a regular or special meeting of the shareholders                                
23 of the Native corporation.  In the action, the Native corporation, shareholder, or both,                                
24 may recover damages from the violator,  void a proxy,  or  enjoin the violator from                                     
25 continuing the violation or committing additional violations.  A shareholder may bring                                  
26 the action as a derivative action under AS 10.06.435.                                                                   
27    * Sec. 8.  AS 45.55.990 is amended by adding new paragraphs to read:                                                 
28   (14)  "Native corporation" means a corporation organized under 43                                                    
29 U.S.C. 1601 - 1641 (Alaska Native Claims Settlement Act);                                                               
30   (15)  "proxy" includes a petition or other request for a special meeting                                             
31 of shareholders under AS 10.06.960(m) and material distributed in connection with the                                   
01 petition or request or with the solicitation of support for the petition or request.