03/12/2021 03:15 PM House LABOR & COMMERCE

            SB 24-VIRTUAL MEETINGS FOR CORPORATIONS                                                                         
                                                                                                                                
4:00:38 PM                                                                                                                    
                                                                                                                                
CO-CHAIR  SPOHNHOLZ announced  that  the next  order of  business                                                               
would be  CS FOR  SENATE BILL  NO. 24(L&C),  "An Act  relating to                                                               
holding  corporate  meetings  by remote  communication;  allowing                                                               
voting  by remote  communication  at  corporate meetings;  making                                                               
shareholder  lists  available  electronically; relating  to  for-                                                               
profit  and  nonprofit  corporations; relating  to  business  and                                                               
industrial   development   corporations;   relating   to   Native                                                               
corporations; relating to the Alaska  Banking Code; and providing                                                               
for  an  effective  date."     [Before  the  committee  was  CSSB
(L&C).]                                                                                                                       
                                                                                                                                
4:01:14 PM                                                                                                                    
                                                                                                                                
CO-CHAIR SPOHNHOLZ  moved to adopt  Amendment 1 to  CSSB 24(L&C),                                                               
labeled   32-LS0213\B.1,  Bannister,   3/11/21,  which   read  as                                                               
follows:                                                                                                                        
                                                                                                                                
     Page 7, line 29, following "with":                                                                                         
          Insert "and hear"                                                                                                     
                                                                                                                                
4:01:18 PM                                                                                                                    
                                                                                                                                
REPRESENTATIVE SCHRAGE objected for the purpose of discussion.                                                                  
                                                                                                                                
4:01:26 PM                                                                                                                    
                                                                                                                                
The committee took a brief at-ease.                                                                                             
                                                                                                                                
4:01:51 PM                                                                                                                    
                                                                                                                                
CO-CHAIR SPOHNHOLZ  explained the  changes found in  Amendment 1.                                                               
She said that the purpose of  this amendment is to respond to the                                                               
Foraker   Group's   concern   by   specifying   that   non-profit                                                               
organizations  cannot  use email  communication  as  a method  to                                                               
vote, and that  meetings need to be live so  that voting can take                                                               
place simultaneously.  She added  that Legislative Legal Services                                                               
offered  its understand  that including  the word  "simultaneous"                                                               
allowed for meetings to still  be considered live and functioning                                                               
even if  there is a "blip"  in the meeting, which  she noted does                                                               
happen, as the  committee has experienced itself.   She said that                                                               
she wants  to avoid  that "blip" negating  the legitimacy  of the                                                               
meeting.  She  shared that she worked with the  bill's sponsor on                                                               
the  amendment  and  the  sponsor   supports  the  change.    She                                                               
concluded  that  she thinks  Amendment  1  addresses the  Foraker                                                               
Group's  concerns and  specifically crafts  legislation in  a way                                                               
that serves the nonprofit community.                                                                                            
                                                                                                                                
4:03:20 PM                                                                                                                    
                                                                                                                                
REPRESENTATIVE MCCARTY commented that he supports Amendment 1.                                                                  
                                                                                                                                
4:03:42 PM                                                                                                                    
                                                                                                                                
REPRESENTATIVE SCHRAGE  withdrew his  objection to the  motion to                                                               
adopt Amendment 1.   There being no  further objection, Amendment                                                               
1 was adopted.                                                                                                                  
                                                                                                                                
4:04:04 PM                                                                                                                    
                                                                                                                                
CO-CHAIR SPOHNHOLZ opened public testimony on CSSB 24(L&C).                                                                     
                                                                                                                                
4:04:19 PM                                                                                                                    
                                                                                                                                
BONNIE  PASKVAN, Partner,  Dorsey  and Whitney  Law Firm,  shared                                                               
that  she is  the  co-chair  of the  national  Indian and  Alaska                                                               
Native Law Practice  Group at Dorsey and Whitney  Law Firm, where                                                               
she is also  a partner.  She explained that  as a pro-bono effort                                                               
and  not on  behalf of  any specific  client, Dorsey  and Whitney                                                               
proposed  language  to  Alaska  State  Senator  David  Wilson  to                                                               
permanently   amend   Alaska's   corporations   code   to   allow                                                               
corporations to hold their regular,  annual, and special meetings                                                               
in   person,   virtually,   via   hybrid   meetings   by   remote                                                               
communications, and  she noted that  the committee  was currently                                                               
conducting a hybrid meeting.                                                                                                    
                                                                                                                                
MS.  PASKVAN expressed  her appreciation  for  the Alaska  Native                                                               
Claims  Settlement   Act  (ANCSA)  Regional   Association,  which                                                               
submitted a letter  of support for SB 24 on  February 16th, 2021,                                                               
and noted  that ANCSA  represents over  13,000 shareholders.   In                                                               
March of  2020, many clients  came to  her and her  colleagues to                                                               
ask  how  to  legally  conduct   shareholder  meetings  during  a                                                               
pandemic because Alaska statutes  only permit expressly in-person                                                               
meetings, she  explained.   She noted that  in her  research, she                                                               
learned that Alaska  was one of only nine  states nationally that                                                               
require  in-person annual  meetings  and special  meetings.   She                                                               
stated  that   Dorsey  and   Whitney  requests   the  committee's                                                               
immediate approval and movement of SB  24 so that Alaska can join                                                               
the vast  majority of the  United States giving  corporations the                                                               
right to  hold their meetings  in a variety  of ways.   She added                                                               
that  the  firm  has  received   no  opposition  in  any  of  its                                                               
discussions  with any  of the  different  corporations and  their                                                               
members to  allow hybrid  or virtual meetings.   She  stated that                                                               
the firm considers SB 24 to  be a small modernization effort that                                                               
would give  corporations more  tools in  their toolbox  and would                                                               
allow  corporate  shareholders  to   attend  and  participate  in                                                               
meeting virtually which  would save time, money,  and relieve the                                                               
stress of having to travel or get off work.                                                                                     
                                                                                                                                
MS. PASKVAN continued  that the firm urges the  committee to pass                                                               
SB 24  as quickly as  possible and shared her  understanding that                                                               
the proposed  legislation is time sensitive  because corporations                                                               
do  not   want  to  hold   in-person  meetings  yet,   and  these                                                               
corporations are  mandated by law  to hold annual meetings.   She                                                               
noted that there  are some meetings scheduled to meet  as soon as                                                               
the end of  next week.  She  concluded that the passage  of SB 24                                                               
quickly would  add certainty and clarity  for Alaska corporations                                                               
and legally  empower corporations  to hold meetings  virtually or                                                               
in a hybrid fashion, as the committee is currently doing.                                                                       
                                                                                                                                
4:07:50 PM                                                                                                                    
                                                                                                                                
CO-CHAIR  SPOHNHOLZ thanked  Ms.  Paskvan for  her testimony  and                                                               
pro-bono work.   She  assured her that  the committee  intends to                                                               
pass SB 24 as quickly as possible.                                                                                              
                                                                                                                                
4:08:01 PM                                                                                                                    
                                                                                                                                
LINDSEY   HOLMES,   NANA   Regional   Corporation,   shared   her                                                               
understanding  that  in   light  of  COVID-19,  SB   24  is  very                                                               
important.  She  agreed that corporations by law  are required to                                                               
hold an  annual meeting sometime  between February 1st  and April                                                               
30th of each  year, and the bylaws for  NANA Regional Corporation                                                               
also require that  the meeting be held in the  NANA region, which                                                               
is essentially  comprised of the  Northwest Arctic Borough.   She                                                               
explained  that NANA  scheduled its  upcoming annual  meeting for                                                               
March  27  as  a  remote  meeting relying  on  what  was  in  the                                                               
statewide emergency  order that was in  place at the time.   Now,                                                               
she continued,  those emergency orders  have expired and  with no                                                               
provision  in Alaska  law for  remote shareholder  meetings, NANA                                                               
and other similarly situated companies  have been put in "quite a                                                               
bind."  She  explained that NANA is struggling with  how to honor                                                               
duties to shareholders while following the law.                                                                                 
                                                                                                                                
MS. HOLMES  continued that she  is happy  to see SB  24 seemingly                                                               
moving  forward  quickly, and  is  glad  that the  proposed  bill                                                               
includes an immediate effective  date and a retro-activity clause                                                               
that will protect companies like NANA  that have no choice but to                                                               
hold meetings soon.  She  reiterated Ms. Paskvan's words and said                                                               
that NANA would appreciate the timely advancement of SB 24.                                                                     
                                                                                                                                
4:10:14 PM                                                                                                                    
                                                                                                                                
CO-CHAIR SPOHNHOLZ  recognized Ms. Holmes  as a former  member of                                                               
the State of Alaska House of Representatives.                                                                                   
                                                                                                                                
4:10:31 PM                                                                                                                    
                                                                                                                                
ERROL  CHAMPION,  Chair,  Legislative  Issues  Committee,  Alaska                                                               
Realtors, explained  that Alaska  Realtors acts  as the  voice of                                                               
Alaska real estate and represents  over 1,750 of the nearly 3,000                                                               
licensed  agents  statewide.     He  said  that  Alaska  Realtors                                                               
supports  SB  24, and  informed  the  committee that  during  the                                                               
Thirty-First Alaska  State Legislature  in 2020,  Alaska Realtors                                                               
worked with the legislature and  administration on legislation to                                                               
allow  non-profit corporations  the ability  to continue  to meet                                                               
through  electronic  means.   He  echoed  previous testifiers  by                                                               
saying  that  now  that the  disaster  declaration  has  expired,                                                               
Alaska  Realtors  are  in violation  of  "antiquated"  rules  and                                                               
regulations.   He concluded by  urging the committee to  adopt SB
 quickly.                                                                                                                     
                                                                                                                                
4:12:08 PM                                                                                                                    
                                                                                                                                
ANDREA GUSTY,  President and  CEO, Kuskokwim  Corporation, shared                                                               
that  less   than  a  third  of   Kuskokwim  Cooperation's  4,400                                                               
shareholders   currently   live    in   the   Kuskokwim   region.                                                               
Traditionally,  she continued,  the  cooperation  would hold  the                                                               
annual  meeting  of  shareholders  in one  of  the  ten  villages                                                               
surrounding  the Kuskokwim  River, and  the bylaws  require this.                                                               
Due  to   COVID-19,  this  meeting  took   place  virtually,  she                                                               
explained, which allowed the corporation  to bring information to                                                               
the people  who needed  it in  a safe  way.   She added  that the                                                               
corporation was  also able  to reach  a different  demographic of                                                               
shareholders, such  as those who live  out of the region  and out                                                               
of the state, many of whom  were young people who didn't have the                                                               
funds to  travel and elders who  had to move out  of the villages                                                               
for health reasons.  She  stated that the virtual meeting allowed                                                               
the corporation  to connect with  and serve  the people in  a new                                                               
way.                                                                                                                            
                                                                                                                                
MS. GUSTY explained  that she does not know  what the corporation                                                               
is going  to do  for the 2021  meeting as it  is "far  from being                                                               
back  to business  as  usual"  due to  COVID-19.   The  Kuskokwim                                                               
Corporation  took precautions  early  on for  the  safety of  the                                                               
employees  and  the  well-being of  the  rural  communities,  she                                                               
shared, and  although the corporation  is eager to  reconnect in-                                                               
person with the  people that it serves, it is  not willing to put                                                               
the communities and  some of the most  vulnerable shareholders at                                                               
risk.  She opined that the  Kuskokwim region has done a great job                                                               
at mitigating  the impacts of  the pandemic and she  doesn't want                                                               
the corporation  to be the vehicle  that brings the virus  to the                                                               
villages.   She said  that SB  24 would allow  for the  option to                                                               
continue to hold virtual meetings  into the future.  Although the                                                               
corporation  doesn't want  to hold  virtual meetings  every year,                                                               
she  explained that  without the  clear  end of  the pandemic  in                                                               
sight,  it's  imperative  that  the option  is  available.    She                                                               
concluded by asking  the committee to pass SB 24  "as amended" as                                                               
soon as possible.                                                                                                               
                                                                                                                                
4:15:02 PM                                                                                                                    
                                                                                                                                
KARA   MORIARTY,  President   and   CEO,  Alaska   Oil  and   Gas                                                               
Association, stated that as president  and CEO, she is testifying                                                               
on  behalf of  Alaska  Oil  and Gas  Association  (AOGA) and  its                                                               
members and supports SB 24.   She explained that Alaska's oil and                                                               
gas  operations are  widespread and  exist  in some  of the  most                                                               
remote areas of  the state, and with AOGA's  governing boards and                                                               
committees  comprised   of  individuals   who  work  in   such  a                                                               
geographically varied  industry, it is not  feasible for everyone                                                               
to be  physically present in  the same room to  conduct business.                                                               
As AOGA  is considered a  501 C  (6) association, the  ability to                                                               
hold  remote meetings  whether online  or via  teleconference has                                                               
been critical,  she opined.   She said that  at the start  of the                                                               
pandemic, the  industry moved quickly to  implement procedures to                                                               
ensure the  safety of its  workers.   One year later,  she shared                                                               
her understanding  that virtual meetings are  still imperative to                                                               
safely operate.   She restated that AOGA supports  the passage of                                                               
SB 24 to  ensure that all incorporated entities  have the ability                                                               
to conduct business virtually or in person.                                                                                     
                                                                                                                                
4:17:08 PM                                                                                                                    
                                                                                                                                
CO-CHAIR SPOHNHOLZ,  after ascertaining  that no one  else wished                                                               
to testify, closed public testimony on SB 24.                                                                                   
                                                                                                                                
[CSSB  24(L&C), as  amended, was  set  aside and  taken up  again                                                               
later for the purpose of a motion.]                                                                                             
                                                                                                                                
            SB 24-VIRTUAL MEETINGS FOR CORPORATIONS                                                                         
                                                                                                                                
4:41:37 PM                                                                                                                    
                                                                                                                                
CO-CHAIR  SPOHNHOLZ announced  that  the next  order of  business                                                               
would be  a return  to CS  FOR SENATE BILL  NO. 24(L&C),  "An Act                                                               
relating to  holding corporate meetings by  remote communication;                                                               
allowing voting  by remote  communication at  corporate meetings;                                                               
making  shareholder lists  available electronically;  relating to                                                               
for-profit and  nonprofit corporations; relating to  business and                                                               
industrial   development   corporations;   relating   to   Native                                                               
corporations; relating to the Alaska  Banking Code; and providing                                                               
for an effective date."                                                                                                         
                                                                                                                                
CO-CHAIR SPOHNHOLZ invited a motion.                                                                                            
                                                                                                                                
4:41:45 PM                                                                                                                    
                                                                                                                                
REPRESENTATIVE SCHRAGE moved to  report CSSB 24(L&C), as amended,                                                               
out  of   committee  with  individual  recommendations   and  the                                                               
accompanying fiscal  notes.  There  being no objection,  HCS CSSB
(L&C)  was  reported  out  of  the  House  Labor  and  Commerce                                                               
Standing Committee.