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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. Sierra v Goldbelt, Inc. (06/29/2001) sp-5427

Sierra v Goldbelt, Inc. (06/29/2001) sp-5427

     Notice:  This opinion is subject to correction before publication in
the Pacific Reporter.  Readers are requested to bring errors to the attention of
the Clerk of the Appellate Courts, 303 K Street, Anchorage, Alaska 99501, phone
(907) 264-0608, fax (907) 264-0878.



             THE SUPREME COURT OF THE STATE OF ALASKA
                                 


PAT SIERRA,                   )
                              )    Supreme Court No. S-8961
             Appellant,       )
                              )    Superior Court No.
     v.                       )    1JU-97-2178 CI
                              )
GOLDBELT, INC.,               )    O P I N I O N
                              )
             Appellee.        )    [No. 5427 - June 29, 2001]
______________________________)



          Appeal from the Superior Court of the State of
Alaska, First Judicial District, Juneau,
                     Walter L. Carpeneti and 
Michael A. Thompson,         Judges.


          Appearances:  Fred W. Triem, Petersburg, for
Appellant.  Eric A. Kueffner, Faulkner Banfield, P.C., Juneau, for
Appellee.  


          Before: Fabe, Chief Justice, Matthews,
          Eastaugh, and Bryner, Justices.  [Carpeneti,
Justice, not participating.]  


          EASTAUGH, Justice.


I.   INTRODUCTION
          Did the Alaska Native Claims Settlement Act (ANCSA) [Fn.
1] permit Goldbelt, Inc., a Native corporation, to issue shares to
particular groups of Native elders without consideration?  And if
it did, did Goldbelt satisfy its disclosure duty in the proxy
statement that solicited votes for the elder benefit program?  As
to the first issue, this court unanimously holds that ANCSA
authorizes issuance of such shares.  As to the second issue, the
four participating members of the court are equally divided, and
the court therefore affirms the superior court's judgment granting
complete summary judgment to Goldbelt.
II.  FACTS AND PROCEEDINGS
           Goldbelt, Inc. was incorporated in 1974 as an ANCSA-
authorized urban corporation with a single class of authorized
capital stock.  In 1987 Congress amended ANCSA to allow regional
corporations to amend their articles of incorporation to authorize
the issuance and redemption of new and different classes of stock
that could be restricted to "Natives who have attained the age of
sixty-five"and "other identifiable groups of Natives . . . defined
in terms of general applicability and not in any way by reference
to place of residence or family."[Fn. 2]  These provisions also
applied to village and urban corporations. [Fn. 3]  Any proposed
amendment to the articles of incorporation approved by the
corporation's board of directors must be approved by the
shareholders. [Fn. 4]  
          In a 1994 advisory vote, a majority of Goldbelt
shareholders who voted indicated that they favored an elder benefit
program that would provide not less than $1,000 per elder.  In 1995
a proposed amendment to the articles of incorporation that would
have authorized a new class of stock for elders was not approved by
a majority of the shareholders.  Contemporaneously proposed
amendments that would have authorized issuing stock to new Natives
and to Natives who were left out of the original settlement also
failed.
          In 1996 Goldbelt again sought to amend its articles of
incorporation to authorize issuing preferred stock to elders who
owned original Goldbelt stock.  This time the corporation focused
solely on the elders' benefit and did not pursue benefits for new
Natives or for those who had been left out. [Fn. 5]  The board
passed a resolution that approved an amendment to authorize
issuance of 100 shares of elder stock to each Native who "has
attained the age [of] 65 or more and who holds Settlement Common
Stock that was not acquired through gift, inheritance or purchase
or who transferred such Settlement Common Stock by inter vivos
gift."
          The resolution provided, in part:
               WHEREAS, the amendments to the Alaska
Native Claims Settlement Act permit the corporation to amend its
articles of incorporation in order to provide benefits to elders in
the form of additional stock other than Settlement Common Stock;
and
               WHEREAS, the Board of Directors does not
wish to create a Settlement Trust, but instead wishes to establish
the authority to issue additional preferred stock to elders in
accordance with the terms of the 1991 Amendments to the Alaska
Native Claims Settlement Act; and
               WHEREAS, the preferred stock shall be
issued to elders and redeemed on such terms as are authorized by 43
U.S.C. sec. 1606(g)(2) and at such times and on such terms as the
Corporation determines to be consistent with sound fiscal
management; and
               WHEREAS, the preferred stock shall be
redeemable and the Board of Directors anticipates that the
redemption price will be $10.00 per share so that each elder to
whom 100 shares are issued would be entitled to a payment of
$1,000.00,
               NOW, THEREFORE, BE IT RESOLVED, that the
Board of Directors approves the following amendment to the articles
of incorporation of the corporation and directs that the amendment
be submitted to a vote of the shareholders at the next annual
meeting, with a recommendation that the shareholders approve the
amendment:
               AMENDMENT TO ARTICLE IV of the Restated
Articles of Incorporation of Goldbelt, Incorporated.
               ARTICLE IV is hereby amended to read as
follows:
               . . . .

               C.   The Corporation shall be authorized
to issue 400,000 shares of Elders Stock.  The shares of Elders
Stock shall be non-voting stock without par value, shall be deemed
fully paid and non-assessable upon issuance, and the Corporation
expressly waives any requirement of consideration for the shares. 
Elders Stock shall be issued pursuant to such standards and
procedures as may be adopted by the Board of Directors to any
Native (as that term is defined in the Settlement Act) who has
attained the age of 65 or more and who holds Settlement Common
Stock that was not acquired through gift, inheritance or purchase
or who transferred such Settlement Common Stock by inter vivos
gift.  The Corporation shall be authorized to issue one hundred
shares of Elders Stock to each Native who meets the qualifications
set forth herein.  Elders Stock shall not be issued to any person
before January 1 of the year following the year in which the person
reaches the age of sixty-five.
               D.   Shares of Elders Stock issued by the
Corporation shall
                    1.   be redeemable, in whole or in
part, at the option of the Corporation.  The Board of Directors is
hereby authorized and required to fix, in the manner and to the
full extend provided and permitted by law, the redemption price or
prices, if any, for the shares of Elders Stock, and
                    2.   not pay dividends or
                         distributions.  The holders of
Settlement Common Stock shall be entitled to receive such dividends
as may be declared by the Corporation, and
                    3.   not be sold, pledged, or
assigned in present or future, nor shall inchoate rights thereto,
and present or future rights to receive dividends therefrom be
sold, pledged or assigned.

In addition, the Board provided the following proxy statement
soliciting shareholder votes for the approval of the amendment:
               III. Amendment to the Articles of
Incorporation to provide Elders Stock
               The Elders Stock amendment would allow a
one time issuance of 100 shares to original Goldbelt shareholders
who reach the age of 65 years or have already reached that age. 
The Elders Stock would be issued whether or not the person
presently owns any shares; if someone was issued original shares
and is over 65 on or after the date of adoption of the amendment,
that person will be entitled to Elders Stock after January 1 of the
year after he or she turns 65.
               Elders Stock would not be issued to
Natives who were never issued original Goldbelt Settlement Common
Stock, and would not be issued to the estates or heirs of original
shareholders who never reached the age of 65.  If a shareholder
inherited or was gifted stock from a parent or relative, for
example, and was not issued original Goldbelt stock, he or she will
not be eligible to receive Elders Stock.
               It is anticipated that Elders Stock would
be issued and then immediately redeemed by the corporation, so that
no new stock certificates will be issued.  Instead, a check for the
redemption amount would be sent to all of  those eligible to
receive the Elders Stock.  Elders Stock would be nonvoting
preferred stock.  It would not be transferable and would not pay
future dividends because of its prompt redemption.
               If a majority of outstanding shares vote
          to adopt this amendment to the Articles, then
the corporation will be permitted to issue Elders Stock in the
format described above.  The financial effect of the issuance of
this stock would be to reduce the value of stock now held by
Goldbelt shareholders.  This reduction is known as dilution, and
would affect shareholders in two ways:
               Dividend dilution -- Since there will be
more stock eligible to receive distributions, the existing
shareholders may receive smaller dividend and distribution checks.
               Market value dilution -- At present,
Goldbelt stock cannot be sold. But, if in the future Goldbelt stock
can be sold or if the corporation merges or is dissolved, the value
received by Goldbelt shareholders for their shares will be lower if
new stock is created.
               Goldbelt estimates that approximately
250,000 shares of new Elders Stock will be issued and redeemed over
a 40 year period.  In the next year, 27,000 shares will be issued,
with similar amounts issued in the years to follow, gradually
decreasing until the program ends about 40 years later.  If the
shareholders approve the amendment, the most significant effect
will come in the first year after the issuance of Elders Stock. 
The issuance of the stock, followed by its redemption, will result
in a reduction of funds available for investment, for dividends, or
for other corporate activities.  The extent of the impact depends
on the amount authorized for redemption of the shares, which cannot
be predicted with any accuracy.  As with dividend payments, the
decision of the redemption amount will be based upon available
funds, the number of recipients, and the corporation's financial
needs at the time.
               The Board of Directors recommends
adoption of the amendment to provide for Elders Stock.

At the 1997 annual meeting, the shareholders voted to approve the
amendment by a vote of 144,485 for and 71,862 against.  A board
resolution then approved the issuance of 100 shares to each
eligible elder and authorized prompt redemption of those shares at
$10 per share.

          Pat Sierra, a Goldbelt shareholder who alleged she has
not received all of the distributions made by the corporation,
became the plaintiff in a direct action filed against the
corporation after the 1997 election.  Sierra's suit, filed for
herself and on behalf of similarly situated shareholders, contested
Goldbelt's creation of the elders' stock program. [Fn. 6]  Goldbelt
moved for summary judgment, arguing that Sierra had failed to state
a cause of action in any of her several claims.  Over Sierra's
opposition, Superior Court Judge Walter L. Carpeneti granted the
motion, and issued final judgment in favor of Goldbelt.
          Sierra appeals.
III. DISCUSSION
     A.   Standard of Review
          We apply our independent judgment in reviewing summary
judgment decisions, which are made as a matter of law based on
undisputed facts. [Fn. 7]  In addition, we apply our independent
judgment to questions of statutory interpretation. [Fn. 8]  In
applying our independent judgment, we adopt the rule of law that is
most persuasive in light of precedent, reason, and policy. [Fn. 9]
     B.   Issuance of Shares Without Consideration to Original
Elder Shareholders 

          Sierra argues that Goldbelt cannot limit the elder
benefit to original shareholders or provide the elder benefit to
elders who are no longer shareholders of Goldbelt.  She contends
that Goldbelt's elder benefit is both under-inclusive -- because it
excludes present shareholders who were not original shareholders --
and over-inclusive -- because it includes original shareholders who
have conveyed away their stock.  Sierra argues that restricting
eligibility to original shareholders violates AS 10.06.408(a) and
corporate law generally.  She concludes that the elder benefit
diverts the wealth from Goldbelt's present owners in violation of
principles of corporate law as well as ANCSA.  She argues that
although ANCSA preempts Alaska corporate law, and expressly allows
discrimination in favor of elder shareholders, it does not allow
discrimination in favor of original shareholders.  She argues that
to preempt state prohibitions against discrimination in favor of
original shareholders, ANCSA must expressly trump state law. [Fn.
10]  Finally, she argues that as applied to original shareholders
who no longer own stock, the Goldbelt elder stock program is
contrary to the shareholders' contract -- arising from the
corporate charter and bylaws and from statutes and common law
governing the corporate enterprise -- which provides for ownership
of corporate wealth on a pro rata basis.  This, she claims, is an
unconstitutional impairment of contract in violation of the Fifth
Amendment.
          We conclude that these arguments are unavailing. [Fn. 11] 
As Goldbelt argues, ANCSA permits issuing elder stock without
consideration. [Fn. 12]  Nothing in the language or history of the
statute indicates that Congress intended to limit the power of
Native corporations to issue such stock selectively only to elders
who continue to own original shares of settlement common stock.  To
the contrary, Congress has expressed its intention that the ANCSA
amendments be interpreted to effectuate their purpose in empowering
Native corporations to identify and meet the specific needs of
particular groups of Natives. [Fn. 13]  To effectively meet the
needs of particular groups of Natives as Congress intended, Native
corporations must have broad discretion to fashion elder benefit
programs that meet the needs of elders.  The amendment somewhat
limits this discretion by prohibiting benefit programs that would
aid "classes of beneficiaries"defined by reference to "place of
residence, family, or position as an officer, director, or employee
of a Native Corporation."[Fn. 14]  The class of beneficiaries
relevant in this case, defined as elders who owned original shares
of stock, does not fall within this statutory restriction. 
Moreover, in other parts of the ANCSA amendments, Congress has
expressly permitted Native corporations to prefer the beneficiary
class of original shareholders -- further rebutting Sierra's
suggestion that Goldbelt's preference for original shareholding
elders was not authorized under the statute. [Fn. 15]  
          As to including elders who are no longer shareholders in
the beneficiary class, we conclude that this too was properly
within Goldbelt's statutory discretion.  One purpose of the ANCSA
amendments was to permit stock to be issued to a new generation of
Natives or Native elders. [Fn. 16]  Because ANCSA contemplated
issuing shares to Natives who had not been among the original
shareholders, ANCSA necessarily conflicts with traditional
corporate law requiring that only current shareholders benefit.
[Fn. 17]  Goldbelt correctly argues that "[i]ssuance of such stock
would be an impermissible gift, were it not for the overriding
provisions of ANCSA." Alaska Statute 10.06.353 provides that
shares may not be issued until they are fully paid for, but 43
U.S.C. sec. 1606(g)(2)(C)(ii) preempts that provision.  Alaska's
corporation code expressly provides for preemption by ANCSA. [Fn.
18]
          In short, ANCSA authorized issuance of elder stock on
these terms even though they would otherwise conflict with Alaska's
corporation code.  We conclude that, if Goldbelt's shareholders
authorized issuance of the elder stock, Goldbelt's elder stock
program was permitted under ANCSA and is therefore permitted under
Alaska law.  
     C.   Adequacy of Proxy Solicitation
          Sierra next argues that Goldbelt failed to disclose
material facts and misled shareholders with false statements, and
that the 1997 election approving the elder benefit was therefore
invalid.  She also asserts that Goldbelt violated 43 U.S.C. sec.
1629b(b)(2)(A) because the proxy statement did not set forth the
text of the proposed amendment or the board's resolution. [Fn. 19] 
Because the court is evenly divided on both issues regarding the
adequacy of the proxy solicitation, the court affirms, without
substantive discussion, the summary judgment entered by the
superior court. [Fn. 20]
          Two members of the court, Chief Justice Fabe and the
author of this opinion, conclude that the proxy statement's failure
to disclose the projected expense of the elder benefit proposal was
not fatal.  They reason that it is not necessary to include
speculative or unreliable -- and therefore potentially misleading
-- information in the proxy statement. [Fn. 21]  They would hold
that the circumstances here made it impossible to predict whether
the new board that would be elected in 1997 would choose to
implement the elder stock program to the extent the prior board
proposed, especially given the new board's access to updated
financial data.
          The other two members of the court, Justices Matthews and
Bryner, have a different view as to this issue.  They believe that
proxy solicitations may not omit material facts, that is, facts
which would likely be considered important by a reasonable
shareholder in deciding how to vote. [Fn. 22]  The board in the
resolution authorizing the amendment to the articles stated that it
"anticipates that the redemption price will be $10 per share so
that each elder to whom 100 shares are issued would be entitled to
a payment of $1000." Justices Matthews and Bryner would not reach
the issue of the adequacy of the proxy solicitation independent of
the requirements of sec. 1629b(b)(2)(A) because compliance with
that
subsection would necessarily make the proxy adequate under the
Brown v. Ward standard.  If they were to consider the adequacy of
the proxy solicitation independently of sec. 1629b(b)(2)(A), they
would hold that whether the board's resolution statement quoted
above likely would be considered important by a reasonable
shareholder in his or her choice of whether to vote yes or no on
the proxy card was at least a question of fact inappropriate for
resolution by summary judgment.
          Likewise, as to the second issue, Chief Justice Fabe and
the author of this opinion would also affirm.  They would hold that 
the proxy statement satisfied sec. 1629b(b)(2)(A).  In their view,
that subsection did not require the proxy statement to include a
financial projection that would have been potentially inaccurate. 
Similarly, they conclude that the proxy statement adequately set
forth the amendment or resolution. [Fn. 23]  
          Justices Matthews and Bryner disagree.  They would hold
that the proxy statement did not satisfy sec. 1629b(b)(2)(A)
because
it did not "set forth"the board's resolution.  They note that a
mere summary of the changes to be effected is insufficient to
satisfy the requirements of this subsection.  The subsection states
that a summary may be sent in addition to the resolution, not as a
substitute for the resolution.  Congress has used the word "and,"
not "or,"in reference to the summary.
          All four members of the court are unpersuaded by
Goldbelt's argument that the proxy statement did not have to
satisfy sec. 1629b(b)(2)(A).  Goldbelt asserts that ANCSA's
requirement that shareholders be sent a written proxy "setting
forth the amendment or resolution approved pursuant to paragraph
(1)"of sec. 1629b(b) applies only to amendments authorized by both
subsections (g) and (h) of sec. 1606, but not to those amendments
authorized under sec. 1606(g) alone.  Goldbelt's reading of the
statute is grammatically permissible.  But it is contextually
implausible for two main reasons.  Goldbelt has not identified any 
logical reason why Congress might have intended to free this type
of amendment from the solicitation requirements of sec.
1629b(b)(2)(A).  And the legislative history found in the House
Report on the proxy provision suggests that Congress intended that
the solicitation requirements apply to amendments allowing
corporations to issue elder shares under sec. 1606(g). [Fn. 24]
IV.  CONCLUSION
          We unanimously agree that Goldbelt's elder stock program
was authorized by ANCSA, and was not precluded by Alaska corporate
law, so long as Goldbelt's shareholders in 1997 properly approved
the program.  The court is equally divided as to the remaining
issues, whether the proxy solicitation was adequate or violated
federal law.  The court therefore AFFIRMS the judgment entered by
the superior court for Goldbelt.  


                            FOOTNOTES


Footnote 1:

     See 43 U.S.C. sec. 1601 et seq. (1986 & Supp. 2000).


Footnote 2:

     43 U.S.C. sec. 1606(g)(2)(B)(iii)(I), (II) (1986 & Supp.
2000). 


Footnote 3:

     See 43 U.S.C. sec. 1607(c) (1986 & Supp. 2000).


Footnote 4:

     See 43 U.S.C. sec. 1629b (2000); see also Hanson v. Kake
Tribal
Corp., 939 P.2d 1320, 1324 (Alaska 1997) (ANCSA amendments
"authorize the issuance, without consideration, of a special class
of stock for shareholders who had attained the age of sixty-five. 
However, creation of such stock requires a shareholder vote or an
amendment to the articles of incorporation.") (citations omitted). 


Footnote 5:

     Carl C. Nelson, a member of the Goldbelt shareholders relation
committee, explained the strategy and expressed his "hope that by
separating the issues, shareholders [would] have the confidence to
pass the amendment."


Footnote 6:

     Pat Sierra holds original shares of Goldbelt stock, but does
not allege that she is an elder.  The lawsuit was originally
brought by two shareholders, one of whom was an elder who did not
own original shares.  The original plaintiffs wrote a letter to
then-presiding Superior Court Judge Walter L. Carpeneti and asked
that their names be removed from the case.  Judge Carpeneti
permitted the suit to go forward on documentary proof that the case
was being pursued on behalf of a named plaintiff.  Pat Sierra was
named in place of the original plaintiffs.  Because she does not
allege that she is an elder, Sierra may not be a proper class
representative to pursue a claim asserting unequal treatment within
the class of elder shareholders. 


Footnote 7:

     See Croft v. Pan Alaska Trucking, Inc., 820 P.2d 1064, 1066
(Alaska 1991).


Footnote 8:

     See John v. Baker, 982 P.2d 738, 743 (Alaska 1999) (applying
independent judgment to decide legal questions such as scope of
tribal court subject matter jurisdiction and meaning of federal
statute).


Footnote 9:

     See Sielak v. State, 958 P.2d 438, 439 (Alaska 1998).


Footnote 10:

     See generally 43 U.S.C. sec. 1606(h)(1)(A) (1986 & Supp. 2000)
("Except as otherwise provided in this Act, settlement common stock
of a Regional corporation shall . . . (iii) vest in the holder all
rights of a shareholder in a business corporation organized under
the laws of the State.").  


Footnote 11:

     We do not reach Sierra's claim that the Fifth Amendment
precludes reliance on any ANCSA provision, particularly 43 U.S.C.
sec. 1606(g)(2), on her theory that it impairs the shareholders'
contract rights with Goldbelt.  Sierra did not preserve this issue
in the superior court.


Footnote 12:

     See 43 U.S.C. sec. 1606(g)(2)(C)(ii) (1986 & Supp. 2000)
(requirement that additional shares of stock be issued for such
consideration as may be permitted by law "may be waived"with
respect to stock issued to "Natives who have attained the age of
sixty-five"or "other identifiable groups of Natives"under sec.
1606(g)(2)(B)(iii)(II).


Footnote 13:

     See 43 U.S.C. sec. 1601 note (1986 & Supp. 2000) (the
Congressional Findings and Declaration of Policy for ANCSA
Amendments of 1987 states: "[T]o ensure the continued success of
the settlement and to guarantee Natives continued participation in
decisions affecting their rights and property, the Alaska Native
Claims Settlement Act must be amended to enable the shareholders of
each Native Corporation to structure the further implementation of
the settlement in light of the particular circumstances and needs
. . . ."); see also Broad v. Sealaska Corp., 85 F.3d 422, 428 (9th
Cir. 1996) ("Congress intended the amendment to 'enable the
shareholders of each Native Corporation to structure the further
implementation of the settlement in light of their particular
circumstances and needs.'") (citation omitted).


Footnote 14:

     43 U.S.C. sec. 1606(g)(2)(B)(iii)(IV) (1986 & Supp. 2000).


Footnote 15:

     See, e.g., 43 U.S.C. sec. 1606(g)(1)(B)(iii) (1986 & Supp.
2000)
(permitting Native corporations -- when issuing new shares of
settlement common stock to elders, new Natives or identifiable
groups of Natives under sec. (B)(i) -- to provide that such shares
"shall be deemed cancelled upon the death"of the recipient).  The
Senate Report on the measure explained that "[t]his provision
allows the Native Corporation the option of permitting new Native
shareholders to participate in the Native Corporation on a fully
equal basis as the original shareholders or to institutionalize
historic interests of original holders of settlement common stock."
S. Rep. No. 100-201 (1987), reprinted in 1987 U.S.C.C.A.N. 3269. 
Thus Congress clearly contemplated the power of Native corporations
to institutionalize the privileges of original shareholders, at
least by limiting the relative rights and privileges of new and
additional shares of stock authorized to be issued under the
amendments. 


Footnote 16:

     See, e.g., Alaska Native Claims Settlement Act Amendments of
1987, House Explanatory Statement, 133 Cong. Rec. H11933, reprinted
in 1987 U.S.C.C.A.N. 3299 (explaining that the amendment "limits
issuance of such stock for no consideration or less than fair
market value to Natives born after December 18,1971, Natives who
missed the original enrollment, or Native elders 65 years or
older").


Footnote 17:

     See, e.g., AS 10.06.408(a).  This subsection prohibits the
setting of a retroactive record date, and provides:

          To determine the shareholders entitled to
notice of or to vote at a meeting of shareholders or an adjournment
of a meeting . . . or to determine the shareholders for any other
proper purpose, the board of a corporation may provide that the
stock transfer books shall be closed for a stated period not
exceeding 70 days.

See also AS 10.06.015(a)(2) (providing that gifts to former
shareholders are ultra vires acts that constitute waste of
corporate assets). 


Footnote 18:

     AS 10.06.960(f) provides: 

          Notwithstanding the other provisions of this
chapter, a corporation organized under the act [ANCSA] is governed
by the act to the extent the act is inconsistent with this chapter,
and the corporation may take any action, including amendment of its
articles, authorized by the act, and the action is considered to be
approved and adopted if approved under the act.


Footnote 19:

     43 U.S.C. sec. 1629b provides in part:   

          (a)  Coverage  
               Notwithstanding any provision of the
articles of incorporation and bylaws of a Native Corporation or of
the laws of the State, except those related to proxy statements and
solicitations that are not inconsistent with this section -- 
               (1)  an amendment to the articles of
incorporation of a Native Corporation authorized by subsections (g)
and (h) of section 1606 of this title;
               . . . .

          shall be considered in accordance with the
provisions of this section.

          (b)  Basic procedure 
               (1)  An amendment or resolution described
in subsection (a) of this section may be approved by the board of
directors of a Native Corporation in accordance with its bylaws. 
If the board approves the amendment or resolution, it shall direct
that the amendment or resolution be submitted to a vote of the
shareholders at the next annual meeting or at a special meeting (if
the board, at its discretion, schedules such special meeting).  One
or more such amendments or resolutions may be submitted to the
shareholders and voted upon at one meeting.
               (2)(A) A written notice (including a
proxy statement if required under applicable law), setting forth
the amendment or resolution approved pursuant to paragraph (1)
(and, at the discretion of the board, a summary of the changes to
be effected) together with any amendment or resolution submitted
pursuant to subsection (c) of this section . . . .

(Emphasis added.)


Footnote 20:

     See Barrett v. Era Aviation, Inc., 996 P.2d 101, 104 (Alaska
2000) (citing Dimmick v. State, 473 P.2d 616, 621 (Alaska 1970)).


Footnote 21:

     See, e.g., In re Rockefeller Ctr. Properties, Inc., 184 F.3d
280, 290 (3d Cir. 1999); Krauth v. Executive Telecard, Ltd., 890 F.
Supp. 269, 288-89 (S.D.N.Y. 1995); In re Brown Co. Sec. Litig., 355
F. Supp. 574, 584 (S.D.N.Y. 1973) (holding that omissions of value
of timber lands involved in proposal that required shareholder
approval was not misleading in part because "[i]t is clear, as a
matter of law, that a company should not speculate as to the value
of its assets in a public document");  see also Kohn v. American
Metal Climax, Inc., 458 F.2d 255, 265 (3d Cir. 1972) ("Ordinarily
the SEC and the courts discourage presentations of future earnings,
appraised asset valuations and other hypothetical data in proxy
materials.") (citations omitted), overruled on other grounds by
Kershner v. Mazurkiewicz, 670 F.2d 440 (3d Cir. 1982) (en banc).


Footnote 22:

     See Brown v. Ward, 593 P.2d 247, 250 (Alaska 1977).


Footnote 23:

        See Alaska Native Claims Settlement Act Amendments of 1987,
S. Rep. No. 100-201 (1987), reprinted in 1987 U.S.C.C.A.N. 3269
("Under subsection (b)(2)(A), the corporation is required to
provide its shareholders with disclosure materials concerning the
amendments and resolutions authorized to be voted upon by this
Act.").


Footnote 24:

     See S. Rep. No. 100-201 (1987), reprinted in 1987 U.S.C.C.A.N.
3269 ("The major issues subject to the procedures of this section
are the termination of alienability restrictions, the issuance of
new stock by Native corporations and the extension of dissenters'
rights to the minority shareholders under certain circumstances.").