Legislature(1995 - 1996)
04/12/1995 03:12 PM House L&C
| Audio | Topic |
|---|
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+ teleconferenced
= bill was previously heard/scheduled
HOUSE LABOR AND COMMERCE STANDING COMMITTEE
April 12, 1995
3:12 p.m.
MEMBERS PRESENT
Representative Pete Kott, Chairman
Representative Norman Rokeberg, Vice Chairman
Representative Jerry Sanders
Representative Beverly Masek
Representative Kim Elton
Representative Brian Porter
MEMBERS ABSENT
Representative Gene Kubina
OTHER MEMBERS PRESENT
COMMITTEE CALENDAR
HB 251: "An Act relating to Native corporations."
HEARD AND HELD
HB 238: "An Act excluding certain direct sellers of consumer
products from coverage under the state unemployment
compensation laws."
SCHEDULED BUT NOT HEARD
HB 243: "An Act relating to licensure of landscape architects."
SCHEDULED BUT NOT HEARD
HB 260: "An Act relating to marine pilots and the Board of Marine
Pilots; extending the termination date of the Board of
Marine Pilots; and providing for an effective date."
SCHEDULED BUT NOT HEARD
HB 266: "An Act relating to preferred provider agreements offered
by hospital or medical service corporations."
BILL POSTPONED
WITNESS REGISTER
TERRY BANNISTER, Attorney
Legislative Legal Services Division
Legislative Affairs Agency
130 Seward Street, Suite 409
Juneau, AK 99801-2105
Telephone: (907) 465-2450
POSITION STATEMENT: Testified on HB 251
JOAN MANTEI, Shareholder
Sealaska Native Corporation; and
Goldbelt Native Corporation
Juneau, AK 99801
Telephone: (907)
POSITION STATEMENT: Testified on HB 251
JOE WILSON, Shareholder
Sealaska Native Corporation; and
Goldbelt Native Corporation
Juneau, AK 99801
Telephone: (907)
POSITION STATEMENT: Testified on HB 251
DOROTHY ZURA, Shareholder
Sealaska Native Corporation; and
Goldbelt Native Corporation
Juneau, AK 99801
Telephone: (907)
POSITION STATEMENT: Testified on HB 251
WILLIS KIRKPATRICK, Director
Division of Banking, Securities and Corporations
Department of Commerce and Economic Development
P.O. Box 110807
Juneau, AK 99811-0807
Telephone: (907) 465-2521
POSITION STATEMENT: Testified on HB 251
MARK KROLOFF, Vice President and General Counsel
Cook Inlet Region, Incorporated
2525 "C" Street
Anchorage, AK 99503
Telephone: (907) 262-5403
POSITION STATEMENT: Testified on HB 251
BOBBIE OSKOLKOFF, Shareholder
Cook Inlet Region, Incorporated
P.O. Box 266
Kenai, AK 99611
Telephone: (907) 283-7748
POSITION STATEMENT: Testified on HB 251
TIM BENINTENDI, Legislative Assistant
to Representative Carl Moses
Alaska State Legislature
State Capitol Building, Room 204
Juneau, AK 99801
Telephone: (907) 465-3764
POSITION STATEMENT: Answered questions regarding HB 251
PREVIOUS ACTION
BILL: HB 251
SHORT TITLE: NATIVE CORPORATIONS
SPONSOR(S): REPRESENTATIVE(S) MOSES, MacLean, Williams
JRN-DATE JRN-PG ACTION
03/15/95 741 (H) READ THE FIRST TIME - REFERRAL(S)
03/15/95 741 (H) LABOR & COMMERCE
03/27/95 (H) L&C AT 03:00 PM CAPITOL 17
03/27/95 (H) MINUTE(L&C)
03/29/95 (H) L&C AT 03:00 PM CAPITOL 17
03/29/95 (H) MINUTE(L&C)
04/05/95 (H) L&C AT 03:00 PM CAPITOL 17
04/10/95 (H) L&C AT 03:00 PM CAPITOL 17
04/12/95 (H) L&C AT 03:00 PM CAPITOL 17
BILL: HB 238
SHORT TITLE: NO UNEMPLOYMENT COMP FOR DIRECT SELLERS
SPONSOR(S): LABOR & COMMERCE BY REQUEST
JRN-DATE JRN-PG ACTION
03/08/95 641 (H) READ THE FIRST TIME - REFERRAL(S)
03/08/95 641 (H) STATE AFFAIRS, LABOR & COMMERCE
03/23/95 (H) STA AT 08:00 AM CAPITOL 102
03/23/95 (H) MINUTE(STA)
03/28/95 (H) STA AT 08:00 AM CAPITOL 102
03/28/95 (H) MINUTE(STA)
04/06/95 1049 (H) STA RPT CS(STA) 2DP 1NR 2AM
04/06/95 1049 (H) DP: JAMES, OGAN
04/06/95 1049 (H) NR: GREEN
04/06/95 1049 (H) AM: WILLIS, ROBINSON
04/06/95 1049 (H) ZERO FISCAL NOTE (LABOR)
04/12/95 (H) L&C AT 03:00 PM CAPITOL 17
BILL: HB 243
SHORT TITLE: LICENSING OF LANDSCAPE ARCHITECTS
SPONSOR(S): LABOR & COMMERCE
JRN-DATE JRN-PG ACTION
03/08/95 644 (H) READ THE FIRST TIME - REFERRAL(S)
03/08/95 644 (H) STATE AFFAIRS, LABOR & COMMERCE
03/23/95 (H) STA AT 08:00 AM CAPITOL 102
03/23/95 (H) MINUTE(STA)
03/24/95 893 (H) STA RPT 1DP 5NR
03/24/95 893 (H) DP: ROBINSON
03/24/95 893 (H) NR: JAMES, WILLIS, IVAN, GREEN,
PORTER
03/24/95 894 (H) FISCAL NOTE (DCED)
04/12/95 (H) L&C AT 03:00 PM CAPITOL 17
BILL: HB 260
SHORT TITLE: MARINE PILOTS
SPONSOR(S): TRANSPORTATION
JRN-DATE JRN-PG ACTION
03/15/95 745 (H) READ THE FIRST TIME - REFERRAL(S)
03/15/95 745 (H) TRANSPORTATION, LABOR & COMMERCE
03/22/95 (H) TRA AT 01:00 PM CAPITOL 17
03/22/95 (H) MINUTE(TRA)
03/24/95 (H) TRA AT 01:00 PM CAPITOL 17
04/05/95 (H) TRA AT 01:00 PM CAPITOL 17
04/05/95 (H) MINUTE(TRA)
04/07/95 1170 (H) TRA RPT CS(TRA) 2DP 2NR 2AM
04/07/95 1171 (H) DP: BRICE, WILLIAMS
04/07/95 1171 (H) NR: MACLEAN, SANDERS
04/07/95 1171 (H) AM: JAMES, G.DAVIS
04/07/95 1171 (H) FISCAL NOTE (DCED)
04/12/95 (H) L&C AT 03:00 PM CAPITOL 17
BILL: HB 266
SHORT TITLE: HEALTH CARE PREFERRED PROVIDER PROGRAMS
SPONSOR(S): LABOR & COMMERCE BY REQUEST
JRN-DATE JRN-PG ACTION
03/17/95 778 (H) READ THE FIRST TIME - REFERRAL(S)
03/17/95 779 (H) LABOR & COMMERCE, HES, JUDICIARY
04/12/95 (H) L&C AT 03:00 PM CAPITOL 17
ACTION NARRATIVE
TAPE 95-39, SIDE A
Number 000
The House Labor and Commerce Committee meeting was called to order
by Chairman Pete Kott at 3:12 p.m. Members present at the call to
order were Representatives Kott, Sanders, Masek, and Porter.
Members absent were Representatives Rokeberg, Elton and Kubina.
CHAIRMAN PETE KOTT stated there was a quorum present.
HB 251 - NATIVE CORPORATIONS
CHAIRMAN told the committee they would continue with the sectional
analysis of HB 251, beginning with Section 3. Representative Kim
Elton joined the meeting directly after the call to order.
TERRY BANNISTER, ATTORNEY, LEGISLATIVE LEGAL SERVICES DIVISION,
LEGISLATIVE AFFAIRS AGENCY, stated Section 3 authorizes the
Administrator, which is basically the Department of Commerce and
Economic Development, to issue an order imposing a civil penalty
against a person who violates the new filing provisions under the
required for Alaska Native Claims Settlement Act (ANCSA)
corporations under the corporations code. Because of the new
definition of "proxy," it also pulls ANCSA corporations into being
subject to an order under violations of 44.55.139 and 44.55.160.
The definition is at the end of the bill, but effects several other
provisions.
CHAIRMAN KOTT noted they were using the work draft Version G.
Number 052
MS. BANNISTER said Section 4 addresses the notice and hearing
requirements for orders issued under 45.55.920. It makes the
changes in Section 5, subject to the notice in hearing requirements
as they're required by AS 45.55.920(d). She said it is a
conforming amendment to bring the Section 5 requirements into these
provisions about orders as to what notice and hearing opportunities
are to be allowed.
REPRESENTATIVE NORMAN ROKEBERG joined the meeting at 3:15 p.m.
CHAIRMAN KOTT asked if any members on the panel had questions on
Sections 3 or 4.
Number 077
JOAN MANTEI, SHAREHOLDER, SEALASKA NATIVE CORPORATION; AND GOLDBELT
NATIVE CORPORATION, said this was a break off of Section 2(l). The
whole bill seems to rotate around Section 2(l). Ms. Mantei said
she has a bad feeling about jail time. Chapter 10 should not be
opened up and given to corporations at all. She said this was very
harsh and wondered why they felt the need to do this to the Indian
people. In referring to a document she said Representative Elton
had handed out regarding dialogue between shareholders and
corporations and said she agreed with parts of it, but felt the
jail terms are wrong.
Number 109
JOE WILSON, SHAREHOLDER, SEALASKA NATIVE CORPORATION; AND GOLDBELT
NATIVE CORPORATION, said the provisions regarding penalties in
Section 3, and any following Sections should be omitted. He
referred to people who may be in the process of filing a petition
or a proxy with the Division of Banking, Securities and
Corporations, and said they are monitored in a manner to allow
change. These provisions are not included for non-Native
corporations under state law.
Number 143
DOROTHY ZURA, SHAREHOLDER, SEALASKA NATIVE CORPORATION; AND
GOLDBELT NATIVE CORPORATION, said she would also like to make a
statement against this portion of the bill. She asked who decides
what was misleading and not misleading. She said their own board
of directors has sent out misleading information; however, they
can't take them to court because of the monetary aspect.
Shareholders don't have the money to defend themselves. She asked
where the hearings would take place and who would be on the panel.
Ms. Zura said this isolates Alaskan Natives.
Number 177
REPRESENTATIVE KIM ELTON asked Mr. Kirkpatrick if under the changes
in this legislation, it appeared they were applying a rule for a
law that is applied to other corporations, and if so, what would be
the difference between a proxy and a petition.
Number 191
WILLIS KIRKPATRICK, DIRECTOR, DIVISION OF BANKING, SECURITIES AND
CORPORATIONS, DEPARTMENT OF COMMERCE AND ECONOMIC DEVELOPMENT said
under the way the Alaska Securities Act is currently administered,
the only corporations the division has any involvement with, as far
as proxy and proxy solicitations, are those ANSCA corporations
having over 500 shareholders or $1 million in assets. Under the
FCC rules those would be called "reporting corporations." He said
a large majority of corporations would not fall under either FCC or
state purview. It would be on the bases of private right of
action. In a small corporation, if you had a problem with
management, directors or if anything was false or misleading, it
would fall upon the private right of action to address that.
MR. KIRKPATRICK said Section 3 forward pulls into the Alaska
Securities Act (ASA) the provisions that are generally reserved in
the administration of the ASA for white collar crime where somebody
is soliciting funds from another, on a disguise of an investment or
security definition, it would be false or misleading. Mr.
Kirkpatrick said the ASA is for the protection of investors. He
informed the committee that he was opposed to Section 3 because it
makes the ASA somehow a regulator or an administrator of corporate
actions outside the intent to protect investors. The department
attempted to come up with a fiscal note, because Section 3 requires
an administrative action. Most administrative actions are done
with consent decrees and through the negotiation of fines and
penalties. He feels this would require an administrative law judge
to decide how this plays in relationship to corporate matters under
Title 10.
Number 250
REPRESENTATIVE ELTON asked if HB 251 passed, would those sections
also apply to corporations with under 500 shareholders and having
assets less than $1 million.
Number 251
MR. KIRKPATRICK said his interpretation was that all ANSCA
corporations falling under Section 960 of Title 10, would be
brought into the ASA as far as that section is concerned.
CHAIRMAN KOTT acknowledged that Bobbie Oskolkoff and Mark Kroloff
were on teleconference.
Number 267
REPRESENTATIVE BRIAN PORTER asked who Section 3 applies to as it
currently appears in statute.
Number 272
MR. KIRKPATRICK responded broker dealers, registration of
securities, security salesman. Those fall under the investment
provisions. It also relates to any materiality in relationship to
a reporting company, which would be an ANSCA corporation having
over 500 shareholder or over $1 million in assets.
Number 282
REPRESENTATIVE PORTER said that by adding 10.07.960(m), in effect
would add ANSCA corporations under 500 shareholders.
MR. KIRKPATRICK said this was his interpretation.
Number 287
REPRESENTATIVE BEVERLY MASEK said that under Section 3 (2), it
allows the commissioner of the Department of Commerce and Economic
Development to issue orders for violations of the proposed special
meeting requirements. She asked if this was true.
Number 300
MR. KIRKPATRICK said this would bring AS 10.07.960(m) within the
ASA.
REPRESENTATIVE MASEK asked if the administrator would be the
commissioner of the Department of Commerce.
MR. KIRKPATRICK replied that Commissioner William Hensley would be
the administrator.
Number 303
MS. BANNISTER continued with Section 5. She said this was a new
provision. This makes it mandatory for the administrator to take
actions if the administrator is informed that a person has engage
in or is about to engage in a violation. The violation would be
with the new filing provisions under the corporations code in
Sections 139 and 160.
Number 316
REPRESENTATIVE MASEK referred to Sections 4 and 5 regarding the
enforcement provisions and asked if the notice and hearings would
be done by the administrator's order. She asked if that would be
Commissioner Hensley.
Number 321
MS. BANNISTER explained that when they say "the administrator," it
is basically the Department of Commerce and Economic Development.
Number 334
REPRESENTATIVE ELTON asked Ms. Bannister about the language on line
25 which says, "a person has engaged or is about to engage in." He
asked if we would have prior restraint problems?
Number 334
MS. BANNISTER replied that as far as she could tell, there wouldn't
prior restraint problems regarding the issuance of orders against
misleading documents or advertising. There could be problems with
prior restraint when you get into the issuance of injunctions on
future violations on all of the filing reforms.
Number 345
REPRESENTATIVE MASEK asked if Section 5 represents a change to the
state securities law.
Number 349
MS. BANNISTER responded yes. It's mandatory, the other provisions
are discretionary with the department. She said the provision is
tied only to regular or special meetings of ANSCA corporations.
Number 353
REPRESENTATIVE JERRY SANDERS asked who informs the administrator
that someone is "engaged or is about to engage in a practice that
is a violation."
MS. BANNISTER replied that it is not clear. It could be anyone.
It hasn't been limited in the wording of this section.
REPRESENTATIVE SANDERS said there could be court cases from this.
He asked who informs the department if someone was lying.
MS. BANNISTER said it could be someone on staff, a third person, or
someone having good or bad information.
REPRESENTATIVE SANDERS asked why their word would be better than
the other persons.
Number 372
MR. KIRKPATRICK interjected that under white collar crime, you
usually have to have an informant. A concerned individual has to
come forward and say that there is a possibility that someone has
or will be taken. The department then acts on this information.
He said in relationship to ANCSA corporations, as he mentioned the
day before, the petitions must be prefiled with the corporation.
The corporation then would have information available to them
rather than addressing that information with the person who filed
it. They could inform the administrator that if this was
disseminated, it would be false and misleading. Under this
provision, the administrator shall take action, issue an order and
void any proxies. The informant would be the public or anyone
having information about a possible wrong doing.
Number 393
REPRESENTATIVE SANDERS asked if these actions would be taken
without any investigation.
MR. KIRKPATRICK said that was the way he reads it.
Number 395
REPRESENTATIVE ELTON commented that you couldn't look at Section 5
without looking at Section 2(m), which requires the filing of the
intent to petition as well as all materials used in connection with
the solicitation. Under that provision, most contacts with
administrator might be from the corporation. Representative Elton
said it says "shall" rather than "may," so their is no discretion
for the administrator to make an independent judgement of whether
or not the materials are accurate.
Number 408
REPRESENTATIVE NORMAN ROKEBERG asked if there are normal procedures
before issuing any orders.
Number 412
MR. KIRKPATRICK replied that in all proxy battles there is the
charge and counter charge of false and misleading information,
which is a subjective area. They have to focus on materiality, "Is
the statement material?" The court case, which happened to be a
Cook Inlet Region, Incorporated (CIRI) court case, Brown V. Ward
set up the standards followed for materiality. It is loosely
defined as those statements made or not made would have an effect
on voter's ballots. Immediate action from the department isn't
taken; the department refers the complaint to the person who made
the statement and they ask for a response. He said that it would
appear that whoever drafted this was disenchanted by the
department's lack of action when they file complaints and want
immediate action. The immediate action would result in
administrative action rather than a negotiated action which would
get into administrative law. Mr. Kirkpatrick said this occurs on
both sides of the proxy battle. He said the ultimate is that if
violations under the ASA are not corrected, they void proxies.
Number 457
REPRESENTATIVE PORTER said he has interpreted this to say if the
administrator is informed that a person is or has engaged in a
violation of one of these three sections, he has to make a
judgement that the person has or hasn't engaged in a violation of
those sections. Then and only then do these other activities come
into play.
Number 471
REPRESENTATIVE ELTON noted that he interpreted this to say that if
the administrator is informed and if that information is that
someone has or is about to engage in something that violates
that...
REPRESENTATIVE PORTER interjected that it doesn't say he is
informed that "he may have violated," it says "he has violated."
REPRESENTATIVE ELTON said the way he reads it is if he went to the
administrator and said that, "Shareholder `Y' is violating or is
about to engage in a violation of this, then the `shall' kicks in."
Number 482
MARK KROLOFF, VICE PRESIDENT AND GENERAL COUNSEL, COOK INLET
REGION, INCORPORATED, testifying via teleconference from Anchorage.
Mr. Kroloff said he read the language as Representative Porter had.
He said that probably the "shall" should be changed to "may." He
said he never thought the statute was intended to, or could require
the administrator to adopt the view of a complaining party. This
language was designed to encourage the division, having made the
determination there was a problem, to act. The corporation's view
is the decision the division would take would be in the best
interest of the thousands who would receive the information.
Number 510
MS. BANNISTER added that if this was in fact the intent, it should
be clearly stated.
Number 515
REPRESENTATIVE ELTON asked if the 90 day time limit would be
suspended while the division makes their determination.
Number 523
MR. KIRKPATRICK said in his opinion, those are two separate items.
He assumed the 90 days would follow through as stated in Title 10.
In Title 45, Chapter 55, they would take what ever investigations
are required.
REPRESENTATIVE ELTON said, "So the clock would keep going."
MR. KIRKPATRICK said his opinion is that it would keep going.
Number 531
MS. ZURA said the one thing the shareholders have in ANCSA
corporations is the board. The other thing they have are timber
sales. She said she has no concept of this portion other than its
already in Alaska statute. She explained that one of the
shareholders wrote a statement on some figures because they have to
file everything with the division. She said they were just
guessing on the figures because going to the corporation and asking
for information was worse than going through legislation. When
they made a misleading statement on numbers, the shareholder wrote
back and asked for corrections, they never responded. She said
they have been following rules and regulations for 25 years and
this provision makes no sense.
Number 555
MS. MANTEI noted the 1968 Indian Civil Rights Act said the Indians
were to be treated equally, fair, and with due process. This
legislation would take it out of due process. She said she's
worried about the bill, and it seems they are all worlds apart on
it.
Number 561
MR. WILSON stated the current provisions for the monitoring of
false and misleading statements are working satisfactory. The
purpose of calling special meetings might be for business purposes.
However, the corporations never receive the requests objectively.
They continually have their attorneys working to find the petitions
false and misleading. If this prohibits an action of the
shareholders for a business purpose and the business fails because
the administrator made a decision in favor of the corporation, then
who will be liable. He said he thinks there are some liability
issues if the administrator is going to make a decision over a
business purpose.
Number 578
MS. MANTEI said she had received a document containing
inaccuracies. The Division of Banking, Securities and Corporations
contacted the lady who had distributed the documents and told her
to stop. The lady told them she hadn't written it. "Larry Carrol
told her, `I don't care you're the one that's handing it out.'"
She said they do get involved.
Number 585
MR. WILSON said the provision dealing with the administrator
bringing an action in superior court was too harsh.
Number 592
BOBBIE OSKOLKOFF, SHAREHOLDER, COOK INLET REGION, INCORPORATED,
testifying via teleconference, said the laws are not clear enough.
The current laws need to be rewritten as to avoid false and
misleading statements because they would understand what they dare
not do. The Division of Banking, Securities and Corporations can't
help because they're not the attorneys for the shareholders.
Number 601
MS. BANNISTER said Section 6 was the criminal penalty provision
which adds the provision of willfully violating AS 10.07.960(m).
Number 609
REPRESENTATIVE SANDERS commented that if this section applied to
the Anchorage Daily News, they'd all be in prison for life.
Number 611
REPRESENTATIVE PORTER asked if it was the chair's intention to go
through the bill before they take any action on sections.
CHAIRMAN KOTT said yes.
MS. BANNISTER continued that Section 7 provides for new civil
action specific to the regular or special meetings of ANCSA
corporations. It allows an ANSCA corporation, shareholders or
both, to bring an action in court against someone who violates
those provisions, if they are related to a special or regular ANCSA
corporation meeting. It would cover damages, void a proxy, etc.
Number 619
REPRESENTATIVE ELTON asked if a person means a person or does a
person also mean a corporation.
Number 627
MS. BANNISTER responded, a "person" has a broad meaning, and could
mean just about anyone or any entity.
Number 623
MR. WILSON asked if the person or corporation was prohibited from
taking civil action if the provision wasn't added.
MS. BANNISTER replied there isn't a provision giving them the right
at this time.
MR. WILSON said they currently have these protections under the
law. The corporation attorneys constantly threaten shareholders...
(END OF TAPE)
TAPE 95-39, SIDE B,
Number 000
MS. BANNISTER continued, "...holding special meetings because of
the definition of proxies. It has gone beyond what's usually in
45.55. Under 45.55 the department, depending on it's
interpretation of what proxy is, it sounds like it is an expensive
one, could bring an action against a person who violates 139 or
160." She said she would have to review other legal remedies in
the corporations code to see if they would cover this particular
situation.
Number 028
CHAIRMAN KOTT asked if a person is innocently distributing a
petition, and did not know about a violation, could he/she be found
guilty of a crime.
Number 030
MS. BANNISTER replied, in Section 6 it states, "A willful
violation." She would have to check the definition of "willful" in
the criminal section of the code.
Number 037
MS. MANTEI asked the committee to remember that the Natives are not
known for being able to "grab legal counsel" like a corporation
does. Their errors are unintentional and there was a lack of
education. For instance, how could they expect elders in rural
areas to stop a law from taking place when they don't even
understand it. She asked who is representing those people.
Number 055
MS. ZURA asked what was going to happen with shareholders living
out of state who violate this statute. "Are you going to bring
them to Alaska to convict them when they make misleading and
(indisc.) statements?" HB 251 is making laws regarding ANCSA
shareholders living out of state. She asked if the state would
accept the burden of bringing charges against the out of state
shareholders.
Number 075
MS. BANNISTER replied that the state would always have to have
jurisdiction over the criminal act and there are limitations. Just
because it says anyone who willfully violates doesn't mean the
state has the ability to go after everyone.
Number 081
MS. ZURA interjected, "This says Alaska Native shareholders."
MS. BANNISTER replied the state still has to have appropriate
criminal jurisdiction.
MS. ZURA said she could move to Seattle and "blow them up about
their lies." She asked if they can get away with it down there.
MS. BANNISTER said she wasn't an expert on criminal jurisdiction,
but she would think if shareholders limited their activities only
to the Seattle area, she isn't sure just how much jurisdiction they
would have. However, if they started contacting people in the
state, that might be a different matter.
Number 092
REPRESENTATIVE ROKEBERG asked Ms. Bannister to explain the last
sentence in the section.
Number 096
MS. BANNISTER said derivative action is a different type of action
to clarify whether or not they could use the derivative action
approach. Derivative action is when a shareholder feels there is
some damage being done to the corporation and the directors aren't
taking action on it, and they want to protect the corporation so
they go to court and say, "We're suing on behalf of the corporation
because it is going to be damaged by someone's actions. This is
instead of suing just for their own interests.
Number 109
REPRESENTATIVE ROKEBERG asked what the citation was.
MS. BANNISTER responded that the citation would govern derivative
actions.
Number 112
MS. BANNISTER referred to Section 8 and explained that frequently
with legislation, there is a lot in definitions. They don't put
real substance into the definitions such as who can do what.
However, by defining what's in covered, you can greatly expand or
contract the application of a statute. On page 5, line 1, (15),
the definition of proxy is defined to include a petition related to
a special meeting of shareholder under AS 10.06.960(m). She said
45.55 has limitations as to which corporations will be covered. By
adding the definition of proxy, more ANCSA corporations are
covered.
Number 143
MS. ZURA asked if this provision was currently in state statute.
Number 149
MR. KIRKPATRICK said he wasn't able to answer that question.
REPRESENTATIVE ROKEBERG said the question was, "Are petitions
considered proxies under Alaska statute."
MS. BANNISTER said there was a real question on whether they are.
She thought she'd heard Mr. Kirkpatrick say that the way he
interpreted it they were.
Number 156
MR. KIRKPATRICK responded that the division interprets petitions to
be a proxy as far as a proxy statement precursors (indisc.).
MS. ZURA said "only the statement."
MR. KIRKPATRICK said the question was, "Does proxy and petitions
occur in Title 10 now." He didn't know.
MS. ZURA said she didn't think so.
MS. BANNISTER said there were regulations about proxies but didn't
think there was the definition of proxy included.
REPRESENTATIVE ROKEBERG asked if they were making a distinction
with proxy statement.
MR. KIRKPATRICK said a "proxy statement" was a general term used by
the Security and Exchange Commission that puts forth the reasons
why a person would vote for the contents of a proxy.
REPRESENTATIVE ROKEBERG commented that the materiality was in the
statement not in the proxy.
CHAIRMAN KOTT asked Mr. Kirkpatrick if he had suggestions for the
work draft version G.
Number 177
REPRESENTATIVE PORTER said Section 3 has a high standard before any
fines could be levied. The concerns about not being able to get
the right information and putting something out that is later
determined to be misleading, he believes wouldn't be covered under
this sanction. The individual distributing that information would
have to know this was misleading or false. He said he has concerns
about Section 6 that within this context, felony crimes were not
appropriate although it is a standard of willfully.
REPRESENTATIVE PORTER suggested that Amendment 1 be the deletion of
Section 6 from the bill, page 4, line 7 through 19.
Number 200
CHAIRMAN KOTT asked if there was and objection. Hearing none,
Amendment 1 was adopted. Chairman Kott said the remaining section
should be renumbered.
Number 207
REPRESENTATIVE ELTON agreed with Representative Porter on Section
3, concerning the civil sanctions. However, he wasn't comfortable
with the Division of Banking, Securities and Corporation's comments
which adds a new subset to the corporations code. That being
Native corporations of 500 or less or with assets less than $1
million. His second concern with Section 3 was that it makes the
Securities Act apply to people outside of investors.
Number 227
MS. BANNISTER wished to clarify her definition of proxy. She said
except with the provision of (e) in Section 5, it expands the
definition of proxy for the corporation that are covered by 139 and
160.
Number 237
MR. KIRKPATRICK referred to Section 2 and said there were three
things that may be viewed by some as inappropriate actions by
shareholders. It requires that any petition have one quarter of
all shares within a 90 day time period. It continues to say that
in any event, the action created by that shall not remove directors
unless the removal is for cause. In the final part of subsection
(o) it states the shareholders can't repeat this for two years.
MR. KIRKPATRICK recommended that in Section 2, subsection (l) be
amended for those corporations having over 500 shareholders. They
should be required to have 15 percent of shareholders which would
increase it from the present 10 percent. For those corporations
under 500 shareholders, because of the geographical locations and
closeness of family, would remain at 25 percent. Under subsection
(n), the filing requirement for those shareholders who do not
presently file with the Department of Commerce, or those under 500
shareholders, notify the corporation that a petition exists.
Rather than saddle them with 90 days, he would change this from 120
to 160 days.
Number 303
REPRESENTATIVE PORTER asked if he was suggesting it be something
between 120 and 160 or should it be specifically written that way.
Number 306
MR. KIRKPATRICK answered, "Specifically written 120."
Number 307
REPRESENTATIVE ELTON asked what are the public notice requirements
for a special shareholder's meeting.
MR. KIRKPATRICK said they would file with the corporation that a
petition effort has started. He said his proposal is that they
would have 120 days to complete that process. After this process,
if it is successful, the corporation is required to post a special
meeting which cannot be less than 20 days or more than 60 days.
Number 320
REPRESENTATIVE ELTON said if the petition drive didn't begin until
six months prior to a required annual meeting, it wouldn't make
sense to even allow a petition.
Number 324
MR. KIRKPATRICK responded it wasn't uncommon to have a special
meeting in conjunction with an annual meeting.
REPRESENTATIVE ELTON observed that it would add an issue to the
agenda.
MR. KIRKPATRICK continued with subsection (n) on page 3. The
removal of the board of directors should be for cause. He
suggested that cause for the removal of the board would have to be
stated. There are annual elections for board of directors. Mr.
Kirkpatrick referred to subsection (o) and said he would suggest
wording to say annually or preceding 2 years. This would allow
agendas or resolutions to be set at the annual meeting. He
suggested that Sections 3, 4, 5, 6, etc., be deleted.
Number 374
REPRESENTATIVE ROKEBERG asked if he suggested a change in Section
2, subsection (n).
MR. KIRKPATRICK said no.
REPRESENTATIVE ROKEBERG commented they were leaving it alone
because they would have to have cause. He asked if subsection (o)
was being changed to one year.
MR. KIRKPATRICK said once a year.
Number 374
CHAIRMAN KOTT asked if he suggested deletion of Section 3 through
6.
MR. KIRKPATRICK replied all remaining sections, 3 through 8.
Number 386
CHAIRMAN KOTT noted they had already deleted Section 6 and
renumbered Section 7 to Section 6; and Section 8 to Section 7.
Number 386
REPRESENTATIVE PORTER asked if he was suggesting deleting the
definition section also.
Number 388
MR. KIRKPATRICK said he would have no problem with leaving the
definition section in. It may assist the department as far as
judicial actions.
Number 395
CHAIRMAN KOTT restated Mr. Kirkpatrick's recommendation to delete
Sections 3, 4, 5 and 6 as amended. The old section 6 is gone, the
old section 7 is now 6, the old Section 8 is now 7.
MR. KIRKPATRICK amended his recommendation to leave the new Section
7 in.
Number 402
CHAIRMAN KOTT said Sections 3 and 4 on page 3, line 10 through 31.
Page 4, line 1 through 28.
Number 401
REPRESENTATIVE ELTON referring to (n) in Section 2, asked if there
was a definition of "cause" elsewhere; or would they be better off
defining it in this bill.
Number 411
MR. KIRKPATRICK commented there was a large body of law, as far as
corporate law is concerned, that would assist in determining that.
Number 414
MS. MANTEI said subsection (m) on line 30 should be amended to read
"12 months" due to hardships the present group is going through.
She said 120 or 160 days was not sufficient. Trying to get someone
elected was next to impossible. She said her cousin was paid to go
out and get discretionary votes. She passed the committee an
article from the Juneau Empire regarding the recall of Goldbelt.
She said removal of the board, with cause, should not be changed as
it may not match your corporate causes. Land and money for Indians
was promised them from the ANCSA. She said there is hardly any
Natives in Southeast Alaska that have land from the Alaska Native
Claims Act Settlement. There are bills being introduced for Native
rights for subsistence. She said she believes part of the ANCSA
lands were to go to the Native way of life and subsistence. How do
you write that into corporate law? She referred to the two year
provision and asked what if they are selling our land. She said
that corporation every right to sell the land without the
shareholder's permission and the shareholders file a petition that
they find it arbitrary or capricious. They have to wait two years
in which time the land will be gone.
Number 451
REPRESENTATIVE ROKEBERG referred to page 2, subsection (m), and
said in terms of the time, Mr. Kirkpatrick was talking about the
120 days. He said he drew a distinction between the over 500 and
the under 500. He asked if a distinction should be made.
MR. KIRKPATRICK said not in the 120 days. He referred to
subsection (m) and said as far as any reporting requirement on line
25 it says, "shall be filed with the corporation." He said he
feels it might be appropriate for those collecting petitions to
notify the corporation that the process has been (indisc.) He said
he doesn't know if it would be appropriate for them to try and file
all the materials involved with that. Mr. Kirkpatrick said he
previously commented that corporations over 500 shareholders
already file that with the department. He said he is recommending
that the filing be noticed with the corporation in that a petition
effort has been started.
REPRESENTATIVE ROKEBERG it should also be filed with the Division
of Banking, Securities and Corporations.
MR. KIRKPATRICK said if the corporation has 500 shareholders or
more, they currently file the documentation with the Division of
Banking, Securities and Corporations. It would be a double filing.
He referred to those corporations with over 500 shareholders and
suggested a petition would have to be noticed with the corporation
but only filed with the department if there are over 500
shareholders.
Number 482
REPRESENTATIVE ROKEBERG said you'd strike "file" and put "notice"
there if they are over 500 shareholders.
REPRESENTATIVE ELTON said we are getting beyond concept and into
issues. Because of that, it may be easier for the committee to
make the final decisions on these issues if there is a committee
substitute (CS) that incorporates the concepts discussed by Mr.
Kirkpatrick. The committee should make sure a copy of that
committee substitute goes to other people who may be interested.
The committee could then work directly from something. He said he
believes it would be easier for the committee to react from
something on paper and consider changes to that.
CHAIRMAN KOTT agreed and said that is what he believes
Representative Rokeberg was trying to get at.
Number 494
MS. ZURA said she would like to clarify something. She said, "You
guys are asking the Banking and Securities for high
recommendations, and here is three of the shareholders here that
have the same right as recommendations. And if you're going to
take his word solely, then what was the whole point of us sitting
here -- Because our recommendations are really tough too."
REPRESENTATIVE ELTON said that is why he was sure to mention that
a copy of the committee substitute go to the bill sponsor and to
the people who participated.
MS. ZURA said, "But I'm still saying you made recommendations here
and yet you wouldn't let us have a say so into these
recommendations too."
CHAIRMAN KOTT said, "That's not really correct. All we're doing is
hearing recommendations by the department. We've also written down
your comments as well."
MS. ZURA said, "Right, is that policies that follow line of any of
the Alaska bills, is that you bring Banking and Securities here
every time when there is a change, and have them do the
recommendations for you?"
CHAIRMAN KOTT said, "We definitely bring in the department and ask
their recommendations. This is totally unusual to have members
from the public make recommendations. I will tell you that.
Generally, the public is sitting over there. There is no comment.
But we are considering all the recommendations - every comment that
has been brought forward. We will incorporate those based on a
final analysis of which direction we should take."
Number 519
REPRESENTATIVE PORTER said he thinks there has been an abundance of
recommendations made throughout the bill. He said he would be a
little hesitant to incorporate all of the recommendations into a CS
at this point because some are reasonable and some are not.
Representative Porter said he would like to hear from people
representing management on the recommendations and would also like
to hear from the shareholders. Then if the committee thinks there
is enough substance to any of the recommendations to proceed, they
may want to deal with them section by section. He said he would
resist a total CS at this stage.
MS. ZURA said, "The reason why I say that, Mr. Chairman I'm sorry,
was because here again the Banking and Securities divided our
people up again over the 500 above and 500 below as far as
recommendations. There we go again, there is another division of
how we're getting treated."
REPRESENTATIVE ROKEBERG commented, "As Mr. Kott said here, you've
been invited here and it is a very unusual thing. We're trying to
work through this stuff. If you'd try to follow procedure a little
more, I think we'd all appreciate it because you're really talking
out of order. And it's kind of disruptive but we want to hear you,
don't misunderstand. What we're trying to do is go through this
process in a timely fashion. Please don't take offense of
(indisc.), but we're trying to get -- move along here and reach
something."
REPRESENTATIVE ROKEBERG said he agrees with Representative Porter.
He said he doesn't think the committee is ready for a CS as they
haven't heard enough input from everybody else to start a with
another draft.
Number 534
REPRESENTATIVE ELTON said he understands the positions of both
previous speakers, but if the committee is going to come to a
closure on this process, we need to get beyond the concept stage so
that corporate management and shareholders can review and make
recommendations. If this is kept off of paper, it will make the
dialogue go back and forth between what is good and bad.
REPRESENTATIVE PORTER said the suggestion was to eliminate half of
the bill and they won't have something to look at if half of the
bill is gone.
REPRESENTATIVE ROKEBERG suggested Mr. Kirkpatrick present written
amendments.
Number 548
CHAIRMAN KOTT referred to Section 1 of the bill and said as he
recalls there were no major problems. He asked if there were any
problems with Section 1.
Number 550
MS. MANTEI said, "My only problem is that it incorporates that
section (l) into it. Section 1 (1) that the presence of that
section (l) that seems to be at an impasse. That's my problem with
the presence of that in there. It's not totally clean, it's not
totally just sighting it word for word - the Alaska Statute."
REPRESENTATIVE ROKEBERG said the reason it is there is it is the
only change from law.
CHAIRMAN KOTT referred to Section 2 and said the major changes seem
to deal with corporations above and below 500 shareholders.
Corporations over 500 require 15 percent of the shareholders to
sign a petition. For corporations under 500, it would be 25
percent. He said he believes that was based on those shareholders
being confined to a small areas or village, it would be a lot
easier to acquire those signatures.
REPRESENTATIVE MASEK referred to the title, "An Act relating to the
meetings, shareholder proposals, and removal of directors of Native
corporations," and said there are two different types of Native
corporations. There is regional and village. She said she
believes the amendment is going overboard as it deals with the
regional corporations. Representative Masek said nowhere in the
bill does it talk about village corporations. She noted there are
12 regional corporations and there are the village corporations
that go under the regional corporations. The bill seems to relate
to the regional corporations. She said doesn't believe the
amendment falls into the intent of the bill. Representative Masek
said she objects.
REPRESENTATIVE ROKEBERG asked Representative Masek if she is
referring to the conceptual amendment. REPRESENTATIVE MASEK
indicated she was. REPRESENTATIVE ROKEBERG said he would support
the amendment if the committee could qualify it by saying, "The
number of people that voted in the last election as a base line."
REPRESENTATIVE MASEK said she thinks it is getting way out of
order. We are talking about regional corporations. She asked if
that could be clarified.
REPRESENTATIVE ELTON said his understanding from the beginning was
that it covered all of them. It covered Goldbelt, for example,
which is a sub regional corporation as well as Sealaska. He said
he thinks that was the intent of the sponsor. Representative Elton
said his understanding was that the clarification was based on what
the department now does.
REPRESENTATIVE MASEK asked if the sponsor was in attendance.
Number 598
TIM BENINTENDI, Legislative Assistant to Representative Carl Moses,
indicated he was in attendance on behalf of Representative Moses.
He asked Representative Masek to repeat the question.
REPRESENTATIVE MASEK referred to the title of the bill and asked
for a clarification. She said nowhere in the bill does it discuss
regional corporations or village corporations. Based on the
proposed amendments by Mr. Kirkpatrick, he is summarizing it to the
village and regional levels. She said she has a real problem with
it as it isn't stated in the bill.
MR. BENINTENDI said the provisions of the bill were meant to apply
to all corporations regardless of locality.
REPRESENTATIVE MASEK said a problem she has is with the regional
corporations is it is very hard to go out and gather the required
number of votes. She said she doesn't believe that increasing the
numbers will do any good for anybody.
CHAIRMAN KOTT referred to regional corporations and asked if there
are more than 500 members.
REPRESENTATIVE MASEK said there are more. The regional
corporations serve all the villages below them.
CHAIRMAN KOTT said as he understands under the current provisions
of the bill, the regional corporations would be required to have 10
percent. The suggestion is to increase the number to 15 percent.
He asked Representative Masek if her recommendation is to retain it
at 10 percent. REPRESENTATIVE MASEK said yes, only because
geographically it is really hard for the people to do anything.
They don't have the background or financing to put forth their
opinions on what they would like to see done. She said she has
experienced it and understands it very well.
REPRESENTATIVE ROKEBERG said he is suggesting an amendment to the
amendment to use a baseline of the number of voters in the prior
annual election. Therefore, it would lower the operative
percentage slightly to the favor of the shareholders. He said he
thinks the recommendation of Mr. Kirkpatrick is a compromise that
goes a long ways towards the position of the shareholders.
Number 628
CHAIRMAN KOTT asked if he was suggesting that the figure be 15
percent of the shareholders that participated in the previous
annual election. REPRESENTATIVE ROKEBERG said yes.
TAPE 95-40, SIDE A
Number 000
MR. WILSON said he thinks that would be a fair compromise. He
referred to whatever percentage was used such as 10 percent or 15
percent and asked if it would be applied to the shareholders that
voted in that previous election. He said before you have a valid
meeting, a quorum has to be established. If you don't have a
quorum, there would be no meeting unless a quorum were present.
Every meeting that is called to order has to have 50 percent plus
1 of all the outstanding shares. In most instances, the percentage
could run anywhere from 52 percent to what it currently runs which
is about 70 percent. You'd apply the 25 percent to those that
voted in the last election.
CHAIRMAN KOTT said this would include the people voting by proxy.
Number 033
REPRESENTATIVE ELTON said the committee needs more data. He said
if there is a corporation of 10,000 shareholder and we say, "O.K.,
were going to compromise at 15 percent." Under that scenario,
you'd need 1,500 signatures for the petition to be valid. He said,
"Lets say that this corporation's last annual meeting had 60
percent turnout or 6,000 people. So now we incorporate
Representative Rokeberg's amendment and it is 15 percent of 6,000.
All of a sudden you need 900 signatures which is less than you
needed under the old 10 percent deal." He said things are
complicated. It would be different from year to year and from
corporation to corporation.
CHAIRMAN KOTT said this is complicating. It is going to vary from
corporation to corporation and it may be hard to determine the
numbers.
Number 059
REPRESENTATIVE ROKEBERG suggested using the 25 percent figure for
both under and over 500 because of the prior election. It would,
as a practical matter, balance itself. He said what he is hearing
is there is a feeling that there may be some difficulty in
verifying the exact number. He asked Mr. Kirkpatrick if his agency
has knowledge of the (indisc.--coughing) votes.
MR. KIRKPATRICK said as a practice, they don't maintain records of
the votes, but as a practical proceeding, the election judge
informs the agency as to what is going on in an election for those
corporations of over 500 shareholders.
CHAIRMAN KOTT said for the corporations of less than 500, we don't
know the numbers. Those numbers would be a moving target.
Number 081
REPRESENTATIVE MASEK informed the committee that the Doyon
Corporation, which she belongs to, is holding their annual
election. They offer door prizes to people as an incentive to
attend the meeting. She referred to proxies and said it is really
a complex issue if you can't read and understand them and the
measures of how to go about voting. Representative Masek said she
doesn't know what the turn out will be at the meeting. For about
ten years, the majority of the members that serve on the board have
been on the board. They have never been voted out. She said at
one time she was a candidate and wasn't chosen under the management
slate to go on the executive board's nominee list. It is really a
difficult process and if we're going to continue with
recommendations, there is a need to gather more data to understand
the process better. She suggested reviewing previous elections.
Number 115
MS. MANTEI informed the committee Sealaska had 9,500 people who
voted at the last meeting out of 15,700.
Number 121
REPRESENTATIVE ROKEBERG moved to adopt the conceptual amendment,
Amendment 1, as proposed by Chairman Kott.
CHAIRMAN KOTT noted Amendment 1 has already been adopted. He
offered Amendment 2. He said he doesn't particularly care for the
percentage. He said he would entertain the notion of the
corporations which have 500 shareholders and above to have 10
percent of the signatures, and corporations that have 499
shareholder and below to be at 25 percent.
Number 130
REPRESENTATIVE ROKEBERG said he will vote against the amendment.
He said he thinks the number should be 15 percent.
CHAIRMAN KOTT moved Amendment 2.
REPRESENTATIVE MASEK objected.
Number 183
CHAIRMAN KOTT asked Mr. Kroloff if he heard the proposed amendment
and continued to explain it to him.
Number 178
MR. KROLOFF said he would oppose that amendment because it doesn't
address (indisc.) legislation was design to solve (indisc.) Most
of the corporation (indisc.) amendment are corporations in support
of the legislation and are corporations with more than 500
shareholders. He said the right number should be 25 percent or at
least the 10 percent number should be increased.
CHAIRMAN KOTT said later in the meeting he will also address the
time frame that will be used to collect those signatures.
Number 209
MR. BENINTENDI said initially the bill called for 25 percent for
the corporations with 500 shareholders or more. Representative
Moses is prepared to modify the percentage to 20 percent for
corporations of 500 or more shareholders. Mr. Benintendi said
Representative Moses agrees with the 25 percent (indisc.) for 499
shareholders or less.
REPRESENTATIVE MASEK said she still objects to the motion. She
said she will support the 10 percent figure.
CHAIRMAN KOTT said the motion he made was to retain 10 percent for
corporations with 500 shareholders and above. For corporations
with 499 shareholders and below, it would increase to 25 percent.
He said that is Amendment 2.
CHAIRMAN KOTT said there is objection by Representative Masek and
asked the committee secretary to call the roll.
REPRESENTATIVE MASEK asked Chairman Kott to review the amendment
one more time for the record.
CHAIRMAN KOTT said, "For the record, Amendment Number 2 requires
corporations 500 and above, to the number of shareholders, it would
be required to have 10 percent for their petition. Corporations
400 or -- less than 500 - 499 or below or less would require 25
percent of the shareholders to sign the petition."
REPRESENTATIVE SANDERS said his understanding of the reason for
this is that in the larger corporations, the 10 percent is fine.
In some of the smaller corporations, they're a lot closer to home,
they're usually in a village and it is a lot easier to get the 25
percent. He said he supports the amendment.
Number 250
A roll call vote was taken. Voting in favor of Amendment 2 were
Representatives Sanders, Masek and Kott. Voting against Amendment
2 was Representative Porter. Amendment 2 was adopted.
REPRESENTATIVE KOTT referred to page 2, line 30, which discusses
the number of days and said in the existing CS it is 90 days. He
asked if there was discussion.
Number 276
REPRESENTATIVE MASEK asked what the deadline was before the bill
was introduced.
MR. KIRKPATRICK indicated that there wasn't a deadline.
Number 289
CHAIRMAN KOTT referred to page 3, line 9, subsection (o), which
says, "A corporation that is organized under the act is not
required to consider or to submit to a vote of the shareholders a
shareholder proposal that deals substantially with the same subject
matter as a proposal that was submitted to a vote of the
shareholders within the preceding two years." He asked if there
was discussion.
CHAIRMAN KOTT referred to the testimony by Mr. Kirkpatrick and said
he would move that the "two years" be changed to "one year."
REPRESENTATIVE PORTER asked Mr. Kirkpatrick if there was an issue
that had been taken through the petition process but was obviously
not adopted, would the language in the bill preclude that from
coming up at the next annual meeting in addition to two years by
special petition. He asked if it precludes another special
petition within two years.
MR. KIRKPATRICK said he believes that management could bring up any
subject that they wanted to at any annual meeting, which may
address something that was being petitioned. He noted as he reads
the bill, it would prohibit a shareholder proposal that was
submitted only be submitted every other year.
Number 342
CHAIRMAN KOTT said the amendment was the recommendation of the
department. He said it would be Amendment 3 and it reduces the
time span from two years to one year within the previous year. He
again noted it was on page 3, line 9. He asked if there was an
objection to Amendment 3. Hearing none, the amendment was adopted.
Number 345
REPRESENTATIVE MASEK asked to discuss Section 2(m). She said it is
her understanding that the section establishes special requirements
for shareholders to request special shareholder meetings.
Currently, there is no counterpart for these requirements in the
for profit corporation code under AS 10.06. She said she would
like to make a motion to delete Section 2(m), on page 2, line 22.
CHAIRMAN KOTT said there is a motion, which is a conceptual
amendment, to delete page 2, line 22 through page 3, line 1. He
said he would object. Chairman Kott asked Mr. Kirkpatrick what the
impact would be if the section is eliminated.
MR. KIRKPATRICK said as he reads (m), it is a new section and
without it would be status quo, as it is today, in collecting
petitions with the exception of (l) which has been adopted.
MS. BANNISTER confirmed Mr. Kirkpatrick's comment. she said it
would be status quo for the procedures.
Number 385
REPRESENTATIVE MASEK said she would like to put forth an amendment
that the 90 day filing should be decreased to 35 days after the
filing. It is on page 2, line 30, under Section 2(n). CHAIRMAN
KOTT said he doesn't really think Representative Masek would want
to do that.
REPRESENTATIVE MASEK said she was worried about the wording,
"...this section shall be filed with the corporation before a
person solicits support for the petition or request." She inquired
if the person currently has to file with the corporation.
REPRESENTATIVE SANDERS asked if the was a motion to eliminate (m).
There was a response from an unidentified speaker that there was a
motion to eliminate (m). Representative Sanders said if the
committee deals with that motion, then the committee wouldn't have
to deal with the 90 days.
Number 398
CHAIRMAN KOTT said there is a motion to delete subsection (m) and
he said he would object.
A roll call vote was taken. Representatives Sanders and Masek
voted in favor of Amendment 4. Representative Kott and Porter
voted against the amendment. Amendment 4 failed.
Number 414
REPRESENTATIVE MASEK said she would like to put forth another
amendment which would increase the 90 days to 130 days on page 2,
line 30.
CHAIRMAN KOTT asked if there was an objection to Amendment 5. He
then objected. He said he thinks that since the percentage has
been retained at a reasonable number in Section 2, to counter and
to offer some balance, the 90 day period is probably sufficient
base time.
REPRESENTATIVE MASEK said prior to the bill being introduced, there
wasn't a deadline. She said she believes it would be in the best
interest to put it at 130 and maybe even increase it to 150.
CHAIRMAN KOTT said there has been testimony that if the people are
earnest and willing to get out and collect petitions, they can do
it in a very short period of time.
REPRESENTATIVE SANDERS said in some of the corporations, the
villages are widely scattered. It is hard to get to these people
and some of them don't read English. Some of them don't understand
the legalese in some of the petitions. They have to contact people
to interpret it for them. He said he wouldn't have a problem with
giving a little more time.
REPRESENTATIVE MASEK noted that a lot of people may be out fishing,
hunting, etc. Raising the amount of time would give the
shareholders adequate time to talk about the issue.
Number 450
REPRESENTATIVE PORTER said "I believe not raising the level for
major corporations is a significant hinderance to the intent of the
bill in the first place, and I would agree that the 90 day period
is three months and we don't have any seasons that go that long.
So I think somebody is going to be available during that period of
time. The period is from the date of the filing and if there is an
organized petition drive desired within a major corporation, I
think that you can be pretty well geared up and have your petitions
ready to go and file and mail to all the villages that you need to
mail to and have the person lined up to receive and offer it. So
I would agree that in the spirit of balance, if we're going to
leave it at 10 percent, the 90 days is appropriate."
Number 460
A roll call vote was taken. Representative Sanders and Masek voted
in favor of the amendment Representatives Porter and Kott voted
against the amendment. So Amendment 5 failed.
CHAIRMAN KOTT asked if there were additional amendments.
REPRESENTATIVE MASEK asked for an at ease. CHAIRMAN KOTT called an
at ease.
CHAIRMAN KOTT called the committee meeting back to order for the
purpose of adjournment.
ADJOURNMENT
CHAIRMAN KOTT adjourned the meeting at 5:40 p.m.
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