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CSHB 251(L&C): "An Act relating to the meetings, shareholder proposals, and removal of directors of Native corporations."

00 CS FOR HOUSE BILL NO. 251(L&C)                                                                                          
01 "An Act relating to the meetings, shareholder proposals, and removal of directors                                       
02 of Native corporations."                                                                                                
03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:                                                                
04    * Section 1.  AS 10.06.960 is amended by adding new subsections to read:                                             
05  (l)  Notwithstanding AS 10.06.405 and 10.06.465(c), special meetings of the                                           
06 shareholders of a corporation organized under the act may only be called by                                             
07   (1)  the board;                                                                                                      
08   (2)  the chair of the board;                                                                                         
09   (3)  the president;                                                                                                  
10   (4)  a petition or other request of the holders of not less than 15 percent                                          
11 of all the shares entitled to vote at the meeting, if the corporation has 500 or more                                   
12 shareholders;                                                                                                           
13   (5)  a petition or other request of the holders of not less than 25 percent                                          
14 of all the shares entitled to vote at the meeting if the corporation does not have 500                                  
01 or more shareholders; or                                                                                                
02   (6)  other persons as may be authorized in the articles of incorporation                                             
03 or the bylaws.                                                                                                          
04  (m)  In addition to the other requirements of this chapter, a written notice of                                       
05 a petition or other request for a special meeting of shareholders under (l) of this                                     
06 section shall be filed with the corporation before a person solicits support for the                                    
07 petition or request.  The notice must state in detail the purpose of the special meeting                                
08 and include a copy of the petition or request and all materials to be used in connection                                
09 with the solicitation concurrent with the distribution of the petition or request to                                    
10 shareholders.  A petition or request bearing the original signatures of the holders of the                              
11 requisite number of shares supporting the petition or request shall be filed with the                                   
12 corporation within 180 days after the filing.                                                                           
13  (n)  The provisions of AS 10.06.460 do not apply to a corporation organized                                           
14 under the act, if the corporation has adopted articles that provide for classification of                               
15 directors under AS 10.06.455, or if the corporation is allowed by sec. 57, ch. 82, SLA                                  
16 1989, to provide in its bylaws for the classification of directors.                                                     
17  (o)  A corporation that is organized under the act is not required to consider or                                     
18 to submit to a vote of the shareholders a shareholder proposal that deals substantially                                 
19 with the same subject matter as a proposal that was submitted to a vote of the                                          
20 shareholders within the preceding year.                                                                                 
21    * Sec. 2.  AS 45.55.990 is amended by adding a new paragraph to read:                                                
22   (14)  "proxy" includes a petition or other request for a special meeting                                             
23 of shareholders under AS 10.06.960(m) and material distributed in connection with the                                   
24 petition or request or with the solicitation of support for the petition or request.