All –


I agree that in order for us to operate as an effective board, we need to be able to communicate with each other in a professional manner.  That being said, I share some of Richard’s concerns.  I suggest that the issues be raised as proposed agenda items as follows:


  1. Historical update for all board members as to how the attorney was retained, by whom and for what purpose.  I believe I know how the events transpired but I’m not the best person to explain this to other board members.
  2. Is any member on the board currently receiving an itemized billing statement from the attorney?  If not, we should address this.  I don’t say because I distrust the attorney, rather because it just makes good business sense.  Also, I think up until now, this attorney has been doing a lot of the leading because our corporate structure was not well established.  Now that we have a full functioning board in place, I think many of the duties can be addressed by board members and that we can limit our attorney’s fees.
  3. With regard to handling of corporation funds, we need to establish a policy for appropriate spending of corporation funds.  I think we should answer the following questions:  Do we want all spending decisions to be reviewed by the entire board?  Or, do we want to identify certain distributions that can be made solely by those with spending authority (inherit in the office held and with the requirement that two signatures are required at all times)?  For example, tax payments[1] for Uganik land, the annual post office box fee (if the board chooses to rent a box), etc.   We should determine how decisions regarding the use of an attorney will be made.  We need to ensure we direct the work conducted by the attorney and that we make knowing decisions about what work the attorney will do.
  4. With regard to the request for a credit report for those with spending authority, I am not sure what this gets us.  Is this to suggest that an officer with a poor credit rating should be suspect for possible fraudulent behavior?  Perhaps this is a standard requirement – I don’t know.  In any case, I am not interested in sharing my financial information with any board member and I therefore submit that if this is a requirement of holding the position of Vice President, I hereby resign from my position.  I did not request to be a signer on the account but assumed that this is a normal function of the VP position and until now have expressed no opposition.
  5. Identify a method for proposing agenda items for discussion.  I would suggest that Ellen, as President, send an e-mail out prior to board meetings requesting suggested agenda items.
  6. Regarding a method to communicate with shareholders, my understanding after our last meeting was that we were going to use two methods:  A newsletter (in case some shareholders do not have access to a computer) and a corporation web page that Richard is developing.  I think these methods of communication make the most sense.  If there are other suggestions, we should entertain those at our next meeting.


If any of my thoughts raise questions or concerns for other board members, please let me know.


Alyce Roberts

Vice President (for the time being)

Uganik Native Corporation

[1] I understand that there is some question as to whether corporation funds can be used to pay taxes for the land on which a few shareholders resided but it seems that this land still belongs to Uganik and not to any of the shareholders who have chosen to live on the land.  Therefore, it seems that Uganik should pay for the taxes.  On the other hand, I am not familiar with real estate law and there may be a reason to have the “residents” pay for the taxes, other than simply allowing them to live on the land rent free.  On this note, we should resolve with certainty that no shareholder who has chosen to reside on corporation land, has thereby a right of ownership to that specific land.