My apologies, I’m not yelling, not even calling you names, but you sound as though you’re assuming a whole host of horrible things that are not so and it is frustrating not to be able to communicate easier on this. You sound as though you think I’m behaving foolishly and  as though you don’t trust me. The group is made up of shareholders that live here, Margaret Roberts, Donene Tweeten, Uncle Sonny, Howard, my brothers, etc. We are planning on letting all shareholders in on this, first we have to determine exactly who they all are, that has been a bit of a process. And I believe it would be incredibly foolish to take any route but one that assures that we are legally compliant in all capacities. We can most certainly do an audit/election first, but regardless, we have to confirm who our shareholders are and there are our bylaws to be in compliance with for this process, for the election of a new board of directors and to hold a special election to determine the AJV issue. We also need to recognize that an audit will probably cost us upwards of $15,000.00 before we can hold the election, I don’t know yet that we have $50,000.00 in the bank. We have not paid taxes in 10 years, something else you should be aware of. And once we get this process in motion and collectively have full understanding of what it requires each year to hold an election, then we can proceed much easier and with less financial burden, I would hope.

Can you participate in a teleconference to make some decisions?

I am not saying you should be ashamed of yourself or your Dad. I don’t even have issue with your Dad, I just know we need to fix the mess correctly. I am fast upholding to everyone else to let go of their attitude’s towards whatever has been or has not been done and focus on fixing what’s in front of us. What I want from you is to work together to move forward. But I don’t think you’re being very realistic if you think we can avoid ensuring that we are legally compliant on everything at the onset of this huge step forward towards operating legitimately I think you may end up with a group of shareholders or even just one shareholder to answer to if you don’t. Whether you and I want responsibility on this, we have it, by virtue of accepting that so called board seat years ago.

Again, my apologies for sounding insulting, I was just getting frustrated with your responses, it seemed as if everything I have said has not sunk it whatsoever.

From: rsimeonoff@hotmail.com
To: ellensimeonoff@hotmail.com
Subject: RE: Uganick
Date: Mon, 8 Oct 2007 20:23:35 -0700

there is not need to yell,call names or accuse me. for one thing I have nothing to do with my dads run on the board. I will not be shamed by that. What do you want from me???? who is your group? why not let all the shareholder in on all this. Just tell me what you want from me and I will say yes or no.

Richard Simeonoff Jr
President:  RSJ Construction & Design
www.azbuild.com
(480) 982-9419
Fax: (480) 323-2408
From: ellensimeonoff@hotmail.com
To: rsimeonoff@hotmail.com
Subject: RE: Uganick
Date: Mon, 8 Oct 2007 09:11:22 -0800

I called, because email like this takes forever. Give me a call when you have time. I still don’t think you get where the hell I’m coming from entirely. I do not want you to hand over control to me. I know I know you but when you respond like that you sound like your DAD. Paranoid.

Why don’t we sit down and discuss this amongst ourselves with a group of shareholders as many as want to go forward, which I believe all do. The law office that we hired is owned and operated by one of the most decent humban beings you’re going to find on this planet. Calm the fuck down. We have a whole pile of shareholders pissed because your dad has been in hiding with our finances for 10 years and you’re worried about this which is a short term situation to help us figure out and answer the questions we can’t answer ourselves.

You don’t need to pay me for my time. I just want us legit, on track, onward, upward & healthy.

I will happily work with you on this. Just trust me and take a deep breath whenever you’re thinking about it. Can you see why I’ve avoided doing anything for years? NO one is agreeing to AJV deals until we have all the facts. And it is not up to you or I, it’s up to all of our shareholders—ALL OF THEM!!!!!!!! That is why we haven’t been able to do shit, your DAD refused to work with Afognak, he told them so last year, even knowing that it has to go to a full shareholder vote.

Just call when you have time.

907-486-1062 HOME
907-539-2776 CELL
907-486-5159 WORK

It’s all good!!! We just have to grow UP!!

From: rsimeonoff@hotmail.com
To: ellensimeonoff@hotmail.com
Subject: RE: Uganick
Date: Sun, 7 Oct 2007 09:14:06 -0700

ok here is what I would be willing to do. work with you to get a new board installed. that is the only thing that I will agree to at this point. We need to figure out what exactly are the cost associated with that would be I have no idea. I realize that this will take time and money. We need to know how much money we have. my dad is not being very helpful. he says he cant help me. I big priority would be to get a current list of shareholders. with $50,000 in the bank we should have more than enough money to get everything straightened out. if you don’t have access to people willing to help I can talk to  people who can instruct us on the cheapest legal way to do this. Maybe we need to hire a secretary to do some of the leg work. but first we must get control of the checking account. then we can determine what we need in the way of computers and cabinets. but I think at this point we need to both be accountable. so when you find out how much money it takes and how much we have we will be able to go from there and the checking account will show the main shareholders. its a mess. my dad has no money and does not seem to want to waste time with any of it. so it is up to me and you. if you have any access to any funds right now or the papers and things you do have I would like copies and access to everything. I think you are wanting me to vote control over to you. after the past ten years (more than that). I think caution should be taken. We need to determine a way pay you for your time and a way to get the things we need to operate a bare level. have you priced out an audit? I think we should do that right away. I still don’t think it will be overly expensive. I am not asking for anything nothing,only that we proceed with caution. we need to gather all the information. bank accounts everything that has been offered what the current assets are where has all the money been going?. I guarantee those lawyers don’t care about us  they want to bill hours. I would rather it be paid to you. or one the other shareholders. we need to figure out how much. who else are you collaborating with? what is exactly going on with the lawyers? who is involved and what do they want?. you need to put everything on the table. im not going to be rubber stamp. I dont know how much power me and you have at this time but we need to work together. I will work with you. but I will not agree to any AJV deals unless I am aware of everything. This can be a new begining and we need to put in to place that this can never happen again

Richard Simeonoff Jr
President:  RSJ Construction & Design
www.azbuild.com
(480) 982-9419
Fax: (480) 323-2408
From: ellensimeonoff@hotmail.com
To: rsimeonoff@hotmail.com
Subject: RE: Uganick
Date: Sat, 6 Oct 2007 21:53:28 -0800

We are hardly jumping from one bad to another. I question whether or not you are hearing me. The AJV decision is not a one person decision period. It is only up to a total shareholder vote, then 2/3rds of our shareholders must agree on the final decision. This needs to be handled as quickly as we can for a variety of reasons. Waiting to hold an election of a new board of directors will eat up more time & a lot more money. We can choose to proceed to that also or to that first, but we still have to have a full financial audit in order to do that and that will take money–lots of it, and an election. I would recommend that we proceed to vote in a new board of directors as inexpensively as possible. But we have to hire an outside agency to process those ballots, same as with the AJV decision, not to mention for the audit and considering that our finances have been sketchy for the past 10 years the audit may take some serious time and money. We (shareholders) currently do not know the state of our finances nor all the implications of becoming legitimate. It is not as simple as you and I saying let’s just proceed. We need to be in compliance with State laws for corporations, etc.

I understand that you run your own business, I run a business as well. But, I don’t have tons of free time to focus on this all by myself and considering the potential legal implications of the past 10 unknown years of our Corporation I have no desire to be held legally responsible for where our money has gone. Other shareholders have a vested interest in building trust in one another, we have no intentions of our funds being eaten up by greedy lawyers if you will than we had of having your Dad be completely unaccountable for the last 10 years.

As for the shareholder list. I have what I believe is the original, but before proceeding I need to legally verify that and prove it. Koniag doesn’t have that info anymore, they turned it over to all of the small corporations years ago, your Dad wasn’t exactly clear on what it was he was turning over when he did so. I am currently working with Koniag to figure out who the shares have gone to from the deceased shareholders and what is the correct transfer process when a shareholder dies. Nothing has been updated for 10 years. It isn’t as easy as you think, but it is being done and it’s time consuming. I’m doing as much of it as possible so that we aren’t spending money on attorney’s to do it. You are correct the bank account should have info on previous disbursements from over 10 years ago, for the original shareholders and their inheritees, for those in the last 10 years probably not. It would be a lot easier if obtaining the bank info was easier, but I’m not on the account. Obtaining that information is currently being handled. I have no problems voting in a new board and resolving all of these issues, but the road that leads up to it needs to be safely paved so that we never go down the path we’ve been on again.

If we just decide to talk and make some decisions collectively than I think we can proceed. It seems that the easiest route to take is to vote on the AJV which should be done in as timely a manner as possible, but maybe not. Either way, we need to move forward. And then purchase enough supplies, such as a computer, filing cabinets, possibly a desk and a cell phone for someone as a new board member to manage our records/paperwork and finances, etc.

Back to shareholders, Justine was not a shareholder. We had 31 original I believe, but only your Dad at this point may be able to verify that. Martha is deceased, her shares all went to her daughter Margaret, but they have not been transferred, Martha also had John Dunlop’s shares which went to Margaret. There are many more, the confusing part is the descendants of the deceased and confirming who actually received what shares from whom. Except for Granny & Grandpa’s and some my mother was aware of that is much easier said than done.

If you would consider trusting me on this then maybe we could move forward much easier. Wasting energy worrying about what attorney’s may eat up at this point seems ridiculous to me considering we have 10 years of finances completely unaccounted for and if there was $50,000 in the account recently it came from this year’s Koniag distribution and not from anything prior, and as it appeared we certainly did not have that much money when your father handed paperwork over.

From: rsimeonoff@hotmail.com
To: ellensimeonoff@hotmail.com
Subject: RE: Uganick
Date: Sat, 6 Oct 2007 19:48:09 -0700

yes I want things done right. the right way is a legitimate board making decisions. I am all for proceeding to make that happen then any big decisions can be made correctly not by one group but by a board. I don’t think it is going to do any good jumping from one bad to another bad especially sine there is so much at stake. I think what you are trying to say is you want to make the decision on AJV get the money then proceed from there. I don’t think that is a one person decision. We I have off the top of  my head is as follows
Martha dunlop, ronnie fadaoff, justine fadaoff, sonny peterson, hank peterson, howard peterson, John crawford, john simeonoff, cy simeonoff, Fred simeonoff, ellen simeonoff, peggy simeonoff, Richard simeonoff, gilbert simeonoff, alyce roberts, kelly simeonoff, kelly simeonoff sr, Natalie simeonoff, Richard Simeonoff SR. that’s all I know of. can you add more to the list?. some of these are dead obviously. proceeding legally is definitely the right way but it does not mean we need to waste on lawyers. for my business I file all the papers myself or Mary does and we do everything legally but we don’t spend thousands we spend hundreds getting the same thing done for much less. granted there are some things that need a lawyer. but with some much Native Corporations and access you have to people with knowledge on Native Corporations there this should be fairly easy if we can get the right shareholder list and verify. the bank account should have statements on previous disbursements and should have everyone that is on the lisnt. or at least the originals. don’t you agree the highest priority should be instituting a legal board. or you want to do that after you make a decision on AJV? if we work together on the same goal, that would be helpful. We need to fix Uganik before anything else takes place, dont you agree? that seems to be the only course of action.

Richard Simeonoff Jr
President:  RSJ Construction & Design
www.azbuild.com
(480) 982-9419
Fax: (480) 323-2408
From: ellensimeonoff@hotmail.com
To: rsimeonoff@hotmail.com
Subject: RE: Uganick
Date: Sat, 6 Oct 2007 16:57:52 -0800

Pointing fingers is a waste of time and energy. All I am saying is that we are all responsible in some capacity. If I could’ve gotten your Dad to work with me on AJV any other way it would have been done. I know you only want to do the right thing as do I. As for using money, I’m not wasting any more money than your father has over the past 10 years with no accountability. I have little time or energy to devote to Uganik issues and I am not the only shareholder who is pursuing this approach, if I had the knowlegde base and time, it would have all been handled previously. I certainly have more of a knowledge base after having worked for a tribal council over the past three years, and I have chosen this route with several others, because all needs to be legal and to proceed correctly. IF you want to vote me down on using Attorney’s by all means go ahead, this will all take time, and there are is a good group of people here willing to work together to get it handled, you should be working with us.

From: rsimeonoff@hotmail.com
To: ellensimeonoff@hotmail.com
Subject: RE: Uganick
Date: Sat, 6 Oct 2007 09:58:30 -0700

ok it looks like we need to work with my dad to get the board legal. I don’t think we should be spending any money until we both agree or at least we get a hold on this mess. do you agree then the most important thing for us right now is making the corporation legal?  I think we should work on that before we make any decisions about money,AJV or any other Issues. I don’t want to point fingers either. I don’t think it your mother you or me. but an audit would be a good idea. if we need one anyway, but I will work with my dad. I have to be careful but I think he will help fix this. at least tell us what to do. I don’t think he did all this maliciously. I think he was doing what he thought was best. but I am the first to agree it was wrong. ok I will let you know. I know he was planning on legalizing the company after he had enough funds. we just need him to help us do that we should put some safeguards in place like a majority vote on any spending  or borrowing from anyone until we work this out. I only want to do the right thing.

Richard Simeonoff Jr
President:  RSJ Construction & Design
www.azbuild.com
(480) 982-9419
Fax: (480) 323-2408
From: ellensimeonoff@hotmail.com
To: rsimeonoff@hotmail.com
Subject: RE: Uganick
Date: Fri, 5 Oct 2007 23:18:01 -0800

The attorneys are not controlling any money, at this point your Dad still is because he’s on the account, just because you hand over paperwork means nothing. The attorneys have not accessed our account, they only had a bank statement from June and it certainly did not have $50,000 in it at that time. That figure would presumably come from a Koniag distribution that was supposed to go out at the beginning of July. Koniag still has your father as president and his is the mailing address, so he still holds all the cards. IF we don’t proceed in a legitimate manner than any decisions we make could nail our asses to the wall if someone decides to dispute it.

We do need him in order to do anything right now. Unless we can figure out who all the shareholders are and call an Annual meeting, and elect new directors, but we still have a lot to account for over the past 10 years. Legally covering our asses at this point is a damn good way to proceed.

AJV–the hurry is that we’ve been holding up the final closing of this deal for years (at least 5 years ago I was approached about this and have been bugged periodically ever since). We are the last small corporation holding up closure, then Koniag would follow and all would be transferred, money, land or both.  We cannot receive anything from AJV until we have a full (legitimate and legal) shareholder vote and 2 thirds of our shareholders agree on how we want to proceed. The attorneys are being paid to help us get out of AJV, the money is currently being fronted by the AJV so we can end everything, because we have to do it legally or it will never happen. I’m working on the shareholder list. It hasn’t been legitimately updated in 10 years, we’re trying to figure out what’s what, who’s actually a shareholder. Your  Dad is still a legal board member in the eyes of the state as far as I’m aware unless he submits a formal resignation and has it notarized, something along those lines. Then it would just be you and I, I guess. It’s just all messed up because no one has been doing anything legitimately for years. You and I are also responsible for that, so is my mother if I’ll handing out responsibility.

From: rsimeonoff@hotmail.com
To: ellensimeonoff@hotmail.com
Subject: RE: Uganick
Date: Fri, 5 Oct 2007 20:55:40 -0700

Ok but you said we don’t need him, right? It sounds like he doesn’t want anything to do with it. he said he gave you everything he had money everything. I am sure I can have him verify the shareholders. there is about 30 I think original anyway. sorry for not knowing anything about AJV but, I do not know anything. why do we need to get out? and what is the hurry to do so? what are we getting out of? did we already get some land from them? these things do not have to cost so much money it is easy to do things without greedy lawyers. I will find out what we need to do. he said he turned over 50,000 is that true and who is controlling that the lawyers? if me and you are the only board members we should work together towards a legal board. I believe that should be done before we make huge decisions about things a that are only known to a couple of people,not me. what are the lawyers being paid for now. I just need more information can you send  me the current shareholder list and everything you know about AJV.

Richard Simeonoff Jr
President:  RSJ Construction & Design
www.azbuild.com
(480) 982-9419
Fax: (480) 323-2408
From: ellensimeonoff@hotmail.com
To: rsimeonoff@hotmail.com
Subject: RE: Uganick
Date: Fri, 5 Oct 2007 15:40:37 -0800

Richard,

Unfortunately and your Dad knows this, he cannot cut the strings until he holds a formal meeting to go forward, and the ties to the lawyer will be cut as soon as we three agree to hold a special shareholder vote to proceed with the AJV decision. Do to rules, regs, etc. with the AJV we have to do this legally or we will never be able to move forward. In this instance the current board has to agree formally through a vote & special meeting to proceed. Our respective shareholders have no interest in a family appointed board or otherwise, we have not been operating legally for decades and need to begin to do so immediately. Getting out of the AJV this way has to be done legitimately. To just hold an annual meeting and elect new directors we need to be in compliance with State Laws, that will be spendy to start with and we’ll have to have a financial audit. The easy first step is to hold a special election to get out of the AJV and then we can obtain funding to go forward with an annual meeting, which is supposed to be in March according to our bylaws.

I realize he may not have a current shareholder list because he handed it over, but he still needs to help confirm that those on the lists that he gave us are the original shareholders.

As for what a couple of other shareholders and I have been working towards, it is exactly what you expressed your wishes for our corporation are. It will all work out fine. I just need him to give his official yea or nay to holding a special election for the AJV issue. I was told by the attorney’s office that they were going to try and get him to agree to a meeting the week of the 22nd. Are you open to meeting/talking then?

Will talk to you soon.

From: rsimeonoff@hotmail.com
To: ellensimeonoff@hotmail.com
Subject: Uganick
Date: Fri, 5 Oct 2007 12:54:56 -0700

Ellen, I have spoken with my dad. He is finished with Uganick. he says he sent you all the money. everything he had. He has lost the shareholder list. his wife was taking care of that stuff, as you know she died suddenly. He looked everywhere and could not find anymore stuff. We need to go forward as a legitimate Corporation. I am in the dark as are most of the Shareholders. I personally have no aspirations of running Uganick, but I also do not want another 1 person board. I would say the first thing to do would be to find a list of shareholders and get everyone  up to date. We need to put in a process that will elect a diverse board of directors. not just one family or hand picked by one person. We need to give everyone a chance and a voice for a new start. I would say we need to send out letters to everyone inviting whomever wants to run for board member. We will send out their vision to the shareholders and have them vote on the board that the majority wants. we need to stress that we need people thant wont quit if things are not going there way. I would like to cut the lawyer strings as soon as possible. we have lots of issues that need to be ironed out. I would be willing to work on this with you as long as the above things are implemented in some way. or at least another solution that will insure nobody is left without a voice. we have been in the dark for too long.