Sitnasuak Native Corp. and directors come to settlement
The Sitnasuak Native Corporation Board of Directors announced the selection of new directors at a special board meeting last month.
The selection comes as former director Neal Foster had resigned in January to focus his energy on his job as legislator for House District 39. The second seat became vacant with the resignation of Charles E. Fagerstrom as part of a settlement of a civil lawsuit in which SNC sought the removal of three of its directors.
The board appointed Haven Harris, 38, of Anchorage and Joel “Jay” Craft, 41, also of Anchorage, to fill Foster’s seat and to serve out Fagerstrom’s term until the elections of the 45th annual meeting will occur.
The pending lawsuit, which has been settled out of court in April, had postponed the 44th meeting and elections. SNC officials say that the elections that were postponed from last summer, are going to be held as soon as all regulatory requirements have been met. According to a SNC press release, the terms of the settlement include that “Sitnasuak will hold its 44th Annual Meeting in Anchorage within the shortest possible time consistent with regulatory requirements for notice, preparation and printing of proxies, and providing reasonable and adequate time for maximizing the quorum and proxies returned.”
The civil lawsuit stemmed from disagreements over the use of discretionary proxy voting and how the disagreement manifested. The lawsuit alleged that defendants Dr. Barb Amarok, Edna “Becka” Baker and Charles E. Fagerstrom were behind an anonymous proxy solicitation to Sitnasuak shareholders prior to the scheduled June 3, 2017 elections. An amended complaint later included candidate Marie Tozier in the lawsuit. The complaint alleged that the “anonymous proxy solicitation misinformed Sitnasuak shareholders and damaged the corporation.” At the heart of the lawsuit was a mailer that was sent out under the name of “SNC Shareholders for Free Speech” without identifying its originators. Fagerstrom later admitted to having sent out the mailer.
The defendants made the case against discretionary proxy voting while alleging that SNC director Jason Evans aimed to swing the popular vote to a different outcome through the use of discretionary proxy process.
Before the case went to trial, former Alaska Supreme Court Chief Justice Dana Fabe acted as a mediator and the parties came to a settlement. Particulars of the settlement are not made public. However, both parties said that Fagerstrom resigned, and that Dr. Amarok and Edna Baker still retain their seats. Marie Tozier is also on the official SNC proxy card for upcoming elections. Fagerstrom is not excluded from future elections and can choose to run again in the 45th annual election in 2019.
According to a statement released by the defendants, the lawsuit was stressful and expensive. “But we are happy to have reached a settlement that we genuinely think leaves Sitnasuak shareholders better off than they were before,” the statement said.
The statement also says that Sitnasuak will be adopting new election rules that are going to make campaigning easier. “They provide for a neutral election judge to approve proxy solicitations in advance, so shareholders will know they are safe to distribute. This will help ensure lawsuits like this don’t happen again,” the statement reads.
“We are committed to staying involved with SNC because we want the best for our shareholders now and in the future. How our corporation is governed now is so important to future generations. We are excited to be moving forward with the election, excited that Barb and Marie will be on the proxy card, and grateful to all the shareholders who have supported us,” the defendants’ statement reads. “Most of all, we are honored to have been a part of bringing this positive change to the corporation.”
The sentiment is shared by the plaintiffs. According to the SNC press release, the settlement resolves many months of conflict and provides a framework for positive and meaningful cooperation. “This settlement agreement gives us all a chance to begin anew in the election process,” said SNC Chairman Bobby Evans. “All parties agreed that shareholders have the right to receive truthful information in exercising their voting rights. This has always been about protecting shareholder voting rights and this agreement also states our shared understanding on the legality of discretionary voting and fair elections. We welcome this agreement and look forward to what we can accomplish working together.”
According to SNC, shareholders will be required to resubmit proxies. New proxy cards and a new proxy statement will be distributed to shareholders. Sitnasuak will also update election rules, which will be distributed to shareholders as well.
The upcoming 44th annual meeting will be held in Anchorage, and Sitnasuak intends to hold its 45th annual meeting in Nome next year.