HB 501: "An Act relating to Native corporations; and providing for an effective date."
00HOUSE BILL NO. 501 01 "An Act relating to Native corporations; and providing for an effective date." 02 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 03 * Section 1. AS 10.06 is amended by adding a new section to read: 04 Sec. 10.06.959. NATIVE CORPORATION SHAREHOLDER VOTES ON 05 PETITION OR DEMAND. (a) When this chapter or another law, including 43 U.S.C. 06 1629b, entitles shareholders of a corporation to petition or otherwise demand to bring 07 a matter to the shareholders for a vote, the procedure for securing the approval of the 08 requisite number of shareholders to present the petition must comply with this section, 09 if the corporation is organized under 43 U.S.C. 1601 - 1629e (Alaska Native Claims 10 Settlement Act). 11 (b) Before undertaking to obtain shareholder signatures for a petition, the 12 sponsor of the petition shall first apply in writing to the secretary of the corporation 13 at the corporation's registered office for a petition form to begin the undertaking. The 14 application must identify the petition sought to be made to the corporation, the name
01 and address of every sponsor of the petition, the source of any actual, proposed, or 02 anticipated funding or contribution of goods or services to the petition solicitation 03 effort in excess of $500 in the aggregate, and the name and address of a contact person 04 and an alternate contact person to whom all correspondence relating to the petition 05 may be sent. 06 (c) If the secretary determines that an application for a petition form meets the 07 requirements of (b) of this section, the secretary shall issue a petition form to the 08 contact person designated in the application and to each sponsor who appears in person 09 in the secretary's office or whose mailing address is provided to the secretary. 10 (d) The petition form issued by the secretary under (c) of this section must 11 contain 12 (1) the subject matter of the petition, including, in the case of a petition 13 to remove a director, the name of the director to be removed, the date the director's 14 current term expires, and the sponsor's nominee, if any, to serve the unexpired portion 15 of the director's term; 16 (2) a statement whether the subject matter of the petition is intended 17 to be binding or nonbinding on the corporation and, if the subject matter involves 18 amending the articles or bylaws of the corporation, the proposed language of the 19 amendment; 20 (3) the date the petition form is issued by the secretary; 21 (4) a notice that the subject matter of the petition is to be voted on at 22 an annual or a special meeting of shareholders; 23 (5) spaces for each signature on the petition, the printed name of the 24 signer, the number of shares held by the signer in the corporation, the date of the 25 signature, and the residence and mailing addresses of the signer; 26 (6) a statement, prepared by the secretary, of the total number of shares 27 that must be represented by signatures on the petition to entitle the subject matter of 28 the petition to be considered at a meeting of shareholders; 29 (7) a space for indicating the number of signatures on the petition; 30 (8) a statement, with spaces for the sponsor's sworn signature and date 31 of signing, that the sponsor personally circulated the petition, that all signatures were
01 made in the presence of the sponsor, and that the sponsor believes the signatures to be 02 those of the persons whose names they propose to be. 03 (e) A petition containing the minimum number of signatures required by this 04 chapter, another law, or the corporation's articles or bylaws, to entitle the subject 05 matter of the petition to be considered at a meeting of shareholders may be filed with 06 the secretary within 60 days after the secretary mails a copy of the petition form to the 07 contact person designated for the sponsor, as provided in (c) of this section, or within 08 five business days after the sponsor has obtained signatures representing the minimum 09 number of shares specified by the secretary under (d)(6) of this section, whichever 10 event is later. 11 (f) The petition statement required by (d)(8) of this section shall be completed 12 and signed by a sponsor on each petition form. Signatures on a petition form must be 13 in ink or indelible pencil, and must be legible or accompanied by a legible printed 14 name. Copies of the signed petition forms shall be assembled and submitted to the 15 secretary as a single instrument. The signatures on the petition must be valid and 16 represent the minimum number of shares required by this chapter, another provision 17 of law, or the articles or bylaws of the corporation, to entitle the subject matter of the 18 petition to be presented to and voted upon at a meeting of shareholders. 19 (g) The petition forms shall be filed with the secretary within the time period, 20 if any, required by this chapter or by the articles or bylaws of the corporation before 21 the next shareholder meeting. 22 (h) Within 10 days after the date an executed petition form is submitted to the 23 secretary for verification, the secretary shall verify the validity of the signatures on the 24 petition. If the valid signatures do not meet the minimum number specified by (d)(6) 25 of this section, the secretary shall notify by certified mail the contact person designated 26 under (b) of this section of each signature that the secretary determines to be invalid. 27 The notification must specify the nature of the invalidity. 28 (i) The secretary shall determine that a signature is invalid if the signer has 29 withdrawn the signature by written notice filed with the secretary before the petition 30 is verified by the secretary, if the signature is illegible and not accompanied by a 31 legible printed name, if the signature consists of an "X" or similar designation and is
01 not accompanied by the signatures of two witnesses other than a sponsor of the 02 petition, and if the secretary determines on the basis of substantial objective evidence 03 that the signature is not a legally authorized and binding signature. 04 (j) Petition forms that do not contain valid signatures representing the 05 minimum number of shares specified by (d)(6) of this section may be supplemented 06 with additional signatures obtained and submitted to the secretary before the 11th day 07 after the day when the secretary furnishes the notice of the invalidity of the signatures 08 to the contact person if 09 (1) the petition forms contain signatures representing the minimum 10 number of shares specified in (d)(6) of this section, including both valid and invalid 11 signatures; and 12 (2) the supplementary petition is filed within the minimum period of 13 time required by this chapter, another law, or the articles or bylaws of the corporation. 14 (k) The secretary shall reject a petition that does not contain valid signatures 15 representing the minimum number of shares specified in (d)(6) of this section unless 16 supplemented under (j) of this section. Within 10 days after a supplementary submittal 17 under (j) of this section, the secretary shall verify the supplemental signatures if the 18 secretary determines that they are valid. If, after the petitions have been supplemented 19 once under (j) of this section, the petitions still do not contain valid signatures 20 representing the minimum number of shares specified by (d)(6) of this section, the 21 secretary shall reject the petition in writing and notify the contact person by certified 22 mail of the rejection. 23 (l) If the secretary rejects the petition, the sponsors of the petition may file a 24 protest with the commissioner within seven days after receipt of the notice of rejection. 25 The commissioner shall hold a hearing and decide the protest. If the commissioner 26 upholds the protest, the subject matter of the petition shall be considered at the next 27 shareholders' meeting of the corporation, if a shareholders' meeting is to be held more 28 than 60 days following the commissioner's upholding the protest. If the next 29 shareholders' meeting is to be held within 60 days of the action of the commissioner, 30 the corporation may, instead of considering the subject matter at the meeting, call a 31 special meeting of the shareholders to be held within 120 days of the date of action
01 of the commissioner, and the subject matter shall be considered at the meeting. 02 (m) If, within 60 days after the secretary makes the petition form available 03 under (c) of this section, the sponsor of the petition does not present to the corporation 04 signatures representing the minimum number of shares required by this chapter, 05 another law, or the articles or bylaws of the corporation, to entitle the subject matter 06 to be presented to the shareholders for a vote, a person may not undertake to secure 07 signatures for a petition with respect to the same subject matter until a year has 08 elapsed from the date the application is filed with the corporation under (b) of this 09 section. 10 (n) If the petition is verified under (h) or (k) of this section, or if the 11 commissioner sustains a protest under (l) of this section, the corporation shall place the 12 subject matter of the petition on the agenda of the next succeeding annual meeting of 13 shareholders, or call and conduct a special meeting of shareholders, as required under 14 this chapter, another law, or the articles or bylaws of the corporation. If the 15 corporation fails or refuses to call a special meeting as required by this subsection, the 16 sponsors of the petition may call the special meeting or petition the superior court 17 under AS 10.06.407 to order the corporation to call the special meeting, and unless 18 otherwise ordered by the superior court, the special meeting shall be conducted by the 19 corporation. 20 (o) If the subject matter of a petition is presented to and voted on at an annual 21 or special meeting and is rejected, and if the proponents of the petition do not receive 22 votes representing a majority of the outstanding voting shares of the corporation, a 23 person may not undertake to secure signatures for a petition for consideration of the 24 same subject matter at an annual or special meeting of shareholders until after the 25 second annual meeting that follows the meeting that voted on and rejected the subject 26 matter. 27 (p) A petition under this section for a shareholder vote is a proxy solicitation 28 under AS 45.55.139(b). Every document or statement that is distributed to a 29 shareholder with the intention of influencing the shareholder's vote on the matter that 30 is the subject of the petition is a proxy solicitation and must be filed with the secretary 31 and with the commissioner under AS 45.55.139(b).
01 (q) A sponsor of a petition under this section shall disclose to the secretary and 02 the commissioner a change in the information disclosed under (d) of this section within 03 five business days of the change. A sponsor shall also disclose to the secretary and 04 the commissioner, within five business days of receipt, a contribution of money, goods, 05 or services with a value of more than $500 in the aggregate from a single source. 06 (r) A sponsor of a petition under this chapter may not knowingly misrepresent 07 the number of signatures obtained. A knowing misrepresentation is an untrue 08 statement of a material fact under AS 45.55.160. 09 (s) This section does not limit the ability of a corporation to provide in its 10 articles or bylaws that in order for a petition to be considered at an annual or special 11 meeting of shareholders, the petition or proposal must be filed with the corporation 12 within a minimum period of time, not exceeding 90 days, before the date of the 13 meeting. 14 (t) In this section, 15 (1) "corporation" means a corporation organized under 43 U.S.C. 1601 16 - 1629e (Alaska Native Claims Settlement Act); 17 (2) "petition" means a petition or other demand by shareholders to 18 bring a matter to the shareholders for a vote; 19 (3) "secretary" means the secretary of the corporation. 20 * Sec. 2. AS 10.06.960 is amended by adding new subsections to read: 21 (j) Notwithstanding AS 10.06.228, a corporation organized under the act may 22 not amend or repeal a bylaw that is properly adopted or amended by the shareholders 23 unless the amendment or repeal is approved by the shareholders. 24 (k) Notwithstanding AS 10.06.230(c), if a corporation was organized under the 25 act before July 1, 1989, the board of the corporation may adopt a bylaw that specifies 26 or changes a fixed number of directors or the maximum or minimum number of 27 directors, or that changes the board from a fixed to a variable board or from a variable 28 to a fixed board. 29 (l) Notwithstanding AS 10.06.405(c) and 10.06.465(c), a corporation that is 30 organized under the act may not hold a special meeting of shareholders unless 31 (1) the meeting is called by the board of directors or by a person
01 authorized by the corporation's articles or bylaws to call the meeting; or 02 (2) the holders of at least 10 percent of all the votes entitled to be cast 03 on an issue proposed to be considered at the proposed special meeting sign, date, and 04 deliver to the corporation's secretary a written demand for the meeting; the demand 05 must describe a lawful purpose for holding the meeting; if not otherwise established 06 by this chapter, the record date for determining the shareholders entitled to demand a 07 special meeting is the date when the demand is delivered to the corporation's secretary; 08 in this paragraph, "lawful purpose" does not include presenting for a shareholder vote 09 an issue that is improper or that the shareholders may not decide under this chapter. 10 (m) Notwithstanding AS 10.06.460(a), if a corporation is organized under the 11 act, the shareholders may not demand the removal of a director without reason unless 12 the secretary of the corporation verifies a petition for the removal under 13 AS 10.06.959(h) or (k) for shareholders representing at least 25 percent of the number 14 of votes cast at the last regular election of directors held before the issuance date of 15 the petition, or the commissioner upholds a protest for the petition under 16 AS 10.06.959(l), and written or printed notice of intention to seek removal under this 17 subsection is delivered either personally or by mail to each shareholder of record 18 entitled to vote at the meeting. If notice of intention to seek removal under this 19 subsection is 20 (1) delivered to the president or secretary of the corporation at least 75 21 days before the date of the annual meeting, it must be included on the notice stating 22 the place, day, and hour of the annual meeting without cost to the shareholder seeking 23 removal; or 24 (2) not timely under (1) of this subsection, the shareholders seeking 25 removal may, at the expense of those shareholders, deliver either personally or by mail 26 the notice required by this subsection at any time up to 20 days before the date set for 27 the annual meeting at which the shareholders seek removal under this subsection; if 28 mailed, notice is considered delivered when deposited with postage prepaid in the 29 United States mail addressed to the shareholder at the address appearing on the stock 30 transfer books of the corporation. 31 (n) In addition to the causes for removal stated under AS 10.06.463, if the
01 corporation is organized under the act, the superior court may remove a director from 02 office under AS 10.06.463 if the director fails to meet the qualifications to serve as a 03 director of the corporation, as those qualifications may be established under 04 AS 10.06.230(e)(4) by the corporation's bylaws, and may bar the removed director 05 from reelection for a period established by the court. 06 (o) Notwithstanding AS 10.06.470(a), if a corporation is organized under the 07 act, a regular or special meeting of the corporation's board or a committee of the board 08 may not be called unless it is called by the chair of the board, the president, a 09 vice-president, the secretary, or one-quarter of the directors. 10 * Sec. 3. AS 10.06 is amended by adding a new section to read: 11 Sec. 10.06.962. COURT ORDERED MEETING OF NATIVE 12 CORPORATION. (a) If a corporation is organized under 43 U.S.C. 1601 - 1629e 13 (Alaska Native Claims Settlement Act), the superior court of the judicial district where 14 a corporation's registered office is located may order the corporation to hold a meeting 15 if an application for the meeting is made to the court by a shareholder of the 16 corporation who 17 (1) is entitled to participate in an annual meeting if an annual meeting 18 is not held within the earlier of six months after the end of the corporation's fiscal year 19 or 15 months after its last annual meeting; or 20 (2) signed a special meeting demand that is valid under this chapter if 21 (A) notice of the special meeting is not given within 30 days 22 after the date the demand is delivered to the secretary of the corporation; or 23 (B) the special meeting is not held in accordance with the 24 notice. 25 (b) In an order under (a) of this section, the court may fix the time and place 26 of the meeting, determine the shares entitled to participate in the meeting, set a record 27 date for determining the shareholders who are entitled to notice of and to vote at the 28 meeting, establish the form and content of the meeting notice, fix the quorum required 29 for specific matters to be considered at the meeting, direct that the votes represented 30 at the meeting constitute a quorum for action on the matters to be considered at the 31 meeting, and enter other orders necessary to accomplish the purpose of the meeting.
01 * Sec. 4. AS 45.55.139 is amended to read: 02 Sec. 45.55.139. REPORTS OF CORPORATIONS. Except as provided under 03 (b) of this section, a [A] copy of all annual reports, proxies, consents or 04 authorizations, proxy statements, and other materials relating to proxy solicitations 05 distributed, published, or made available by any person to at least 30 Alaska resident 06 shareholders of a corporation that [WHICH] has total assets exceeding $1,000,000 and 07 a class of equity security held of record by 500 or more persons and that [WHICH] 08 is exempted from the registration requirements of AS 45.55.070 by AS 45.55.138, shall 09 be filed with the administrator concurrently with its distribution to shareholders. 10 * Sec. 5. AS 45.55.139 is amended by adding a new subsection to read: 11 (b) If the proxy solicitation is for a corporation that is organized under 43 12 U.S.C. 1601 - 1629e (Alaska Native Claims Settlement Act), a copy of all annual 13 reports, proxies, consents or authorizations, proxy statements, and other materials 14 relating to proxy solicitations distributed, published, or made available by any person 15 to at least 150 Alaska resident shareholders of a corporation that has total assets 16 exceeding $5,000,000 or a class of equity security held of record by 500 or more 17 persons and that is exempted from the registration requirements of AS 45.55.070 by 18 AS 45.55.138, shall be filed with the administrator concurrently with its distribution 19 to shareholders. A filing under this subsection shall be supplemented as often as the 20 contents of the filing change materially. 21 * Sec. 6. This Act takes effect immediately under AS 01.10.070(c).