Review edits and comment. I am now going to review the table of contents to ensure the references are correct.

TABLE OF CONTENTS

BYLAWS

UGANIK NATIVES, INCORPORATED

 

TITLE                                                                  PAGE

 

ARTICLE 1

OFFICES

1.1    Registered Office…………………………………………. 1

1.2    Principal Place of Business………………………………… 1

 

ARTICLE 2

SHAREHOLDERS

2.1    Location of Meetings………………………………………. 1

2.2    Annual Meetings…………………………………………… 1

2.3    Special Meetings………………………………………….. 1

2.4    Notice of Meeting…………………………………………. 1

2.5    Quorums and Adjournments…………………………………… 2

2.6    Voting Lists and Voting Rights……………………………… 2

2.7    Nomination of Directors……………………………………. 3

2.8    Annual Audited Financial Report…………………………….. 3

2.9    Annual Meeting Election and Proxy Rules……………………… 3

2.10   Voting of Shareholders by Certain Holders……………………. 3

2.11   Reimbursement of Proxy Solicitation Expenses…………………. 3

2.12   Standards for Petitions and Written Requests…………………. 4

2.13   Shareholder Proposals……………………………………… 5

 

ARTICLE 3

BOARD OF DIRECTORS

3.1    General Powers and Qualifications…………………………. 7-8

3.2    Term of Office……………………………………………. 8

3.3    Telephone Conference Meetings………………………………. 8

3.4    Meetings…………………………………………………. 8

3.5    Notice of Meetings………………………………………… 9

3.6    Quorum…………………………………………………… 9

3.7    Action Without a Meeting…………………………………… 9

3.8    Voting Rights…………………………………………….. 9

3.9    Vacancies………………………………………………… 9

3.10   Compensation……………………………………………… 9

3.11   Presumption of Director Assent……………………………… 9

3.12   Waiver of Notice…………………………………………. 10

3.13   Rules of Order and Procedure………………………………. 10

3.14   Restrictions on Other Service to Corporation………………… 10

3.15   Removal…………………………………………………. 10

3.16  (Reserved)……………………………………………….. 10

3.17   Director’s Conflict of Interest……………………………. 10

 

ARTICLE 4

OFFICERS

4.1     Designation of Officers………………………………….. 12

4.2     President………………………………………………. 12

4.3     Chief Executive Officer………………………………….. 12

4.4     Vice President………………………………………….. 13

4.5     Secretary………………………………………………. 13

4.6     Treasurer………………………………………………. 13

4.7     Vacancies………………………………………………. 13

4.8     Removal………………………………………………… 13

4.9     Compensation……………………………………………. 13

 

ARTICLE 5

INDEMNIFICATION

5.1     Non-Derivative Actions…………………………………… 14

5.2     Derivative Action……………………………………….. 14

5.3     Determination of Right to Indemnification in Certain Cases…… 14

5.4     Successful Defense………………………………………. 15

5.5     Condition Precedent to Indemnification Under 5.1, 5.2, or 5.4… 15

5.6     Advance of Expenses……………………………………… 15

5.7     Exclusivity…………………………………………….. 16

5.8     Insurance………………………………………………. 16

 

ARTICLE 6

COMMITTEES

6.1     General………………………………………………… 16

6.2     Executive Committee…………………………………… 16-17

6.3     Finance and Investment Committee………………………….. 17

6.4     Corporate Policies Committee……………………………… 17

6.5     Annual Meeting, Elections & Rules Committee………………… 17

6.6     Audit Committee…………………………………………. 18

6.7     Nomination Committee…………………………………….. 18

 

ARTICLE 7

STOCK AND STOCK CERTIFICATES

7.1     Stock Certificates………………………………………. 18

7.2     Registered Shareholders………………………………….. 19

7.3     Transfer of Shares………………………………………. 19

7.4     Closing Transfer Books and Filing Record Date………………. 19

7.5     Restrictions of Transfer…………………………………. 19

7.6     Lost, Stolen, or Destroyed Certificates……………………. 19

7.7     Regulations…………………………………………….. 20

7.8     Escheat of Stock to Corporation…………………………… 20

 

ARTICLE 8

MISCELLANEOUS PROVISIONS

8.1     Loans………………………………………………….. 20

8.2     Bond…………………………………………………… 20

8.3     Contracts………………………………………………. 20

8.4     Amendments of Bylaws…………………………………….. 20

8.5     Fiscal Year…………………………………………….. 20

8.6     Corporate Seal………………………………………….. 20

 

BYLAWS

UGANIK INCORPORATED

Adopted (DATE)_____________________________

 

 

ARTICLE 1

 

OFFICES

 

1.1 Registered Office.  A Registered Office shall be maintained by the Corporation in the State of Alaska at such locations as the Board of Directors from time to time, shall designate.

 

1.2 Principal Place of Business.  The principal place of business of the Corporation shall be at such location as may be determined by the Board of Directors from time to time.

 

ARTICLE 2

 

SHAREHOLDERS

 

2.1  Location of Meetings.  All meetings of the shareholders, whether annual or special, shall be held at such location, whether within or without the State of Alaska, as the Board of Directors from time to time shall determine.

 

2.2  Annual Meetings.  The Annual Meeting of Shareholders, for the purpose of electing Directors and for the transaction of such other business as properly may come before the meeting, shall be held on the first Saturday in November of each year at the hour of 10:00 a.m., or at such other time or such other day as shall be fixed by resolution of the Board of Directors.

 

2.3  Special Meetings.  Special meetings of the shareholders may be called by the by the President; by the majority of the Board of Directors; or upon written request of shareholders holding not less then ten (10) percent of all the shares entitled to vote at such meeting.

 

 

2.4  Notice of Meeting.  Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less then twenty (20) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such meeting notice shall be deemed to be delivered when deposited in the United States Mail addressed to the shareholder at his last known address as appears on the book and records maintained by the Secretary, with postage thereon prepaid.

 

 

2.5  Quorums and Adjournments.  The holder of a majority of the shares of stock issued and outstanding entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation.  The shareholders present in person or represented by proxy at a duly organized meeting may continue to transact business until adjournment, not withstanding the withdrawal of enough shareholders who leave less than a quorum.  If, however, such quorum initially shall not be present or represented at any meeting of the shareholders, those shareholders present in person or represented by proxy and entitled to vote shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting until a quorum shall be present or represented.  At such reconvened meeting at which quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting.  The act of the majority of all voting shareholders present in a quorum shall be the act of all shareholders.

 

2.6 Voting Lists and Voting Rights.

 

2.6.1 The person that is entitled to receive a notice of and to vote at any shareholders meeting shall be determined from the records of the Corporation on the date of the mailing of the notice or on such other date, but in no event more than sixty (60) not less than twenty (20) days before such meeting fixed in advance by the Board of Directors.

 

2.6.2 At least thirty (30) days before a meeting, the Secretary shall post at the registered office of the Corporation, an alphabetical list of all shareholders, their addresses, and the number of shares held.  This closed record of shareholders shall determine the shareholders eligible to vote at the shareholders meeting.  This list shall be open to inspection during normal business hours and throughout the shareholder meeting.

 

2.6.3 In order to determine the shareholders entitled to notice of the meeting of shareholders, or to vote at a meeting of shareholders, or an adjournment of such meeting, or entitled to receive payment of a dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors shall either close the stock transfer and stock records books for a stated period of time, or shall fix in advance a date as the record date for the determination of shareholders.  Any record date so chosen shall not be more than sixty (60) and in the case of the meeting of shareholders, Not less than twenty (20) days before the date of which the particular action requiring the determination is to be taken.

 

2.6.4 At an election of Directors, every stockholder may cast, in person or by proxy, as many votes for Directors as he has shares of voting stock multiplied by the number of Directors to be elected.  Up to the number of Directors to be elected, the candidates receiving the highest number of votes shall be elected, provided that said number of candidates for Directors has a combined vote total equal to a majority of the votes cast.  In the event that a majority of votes cast is not obtained in the election then the candidate with the lowest number of votes will be dropped from the subsequent ballot and a further round of balloting will be held.  This procedure shall continue until the votes of a majority of the shares voted are obtained.  As used in these Bylaws, the term candidate when referring to a person seeking election to the position of Director shall mean an individual who has been nominated pursuant to the provisions of Section 2.7.

 

2.7 Nomination of Directors.  No person shall be elected to the position of Director unless they have first been nominated for that position.  An individual shall be nominated in one or more of the following ways:

 

  1. an incumbent Director may nominate himself/herself by giving notice to the Board of Directors or the Nomination Committee of his/her intent to run for re-election;

 

  1. the Board of Directors may nominate specific candidates for Directors by the majority vote of the Board of Directors;

 

  1. shareholders may nominate themselves for Director upon submission to the Nomination Committee a Candidate Nominee Information Form.

 

  1. a shareholder, who has filed with Securities in accordance with Alaska State Statues, may be nominated from the floor during a meeting of shareholders at which Directors are to be elected.

 

 

Those nominations which are required to be submitted to the Nomination Committee, must be received by the Committee prior to the date and time set by the Board of Directors, and must be accompanied by the nominee’s Candidate Nominee Information Form and such other information as may be required by the Board of Directors.  The failure of a nominee to provide that information which is required by law to be disclosed by the Corporation will result in such nominee’s name and biography being excluded from the materials circulated by the Corporation with the a Notice of Annual Meeting.

 

2.8 Annual Audited Financial Report.  The Corporation’s annual audited financial report shall be distributed to all shareholders together with, or before the official Notice of Annual Meeting.

 

2.9 Annual Meeting Election and Proxy Rules.  The Board of Directors shall adopt and specify rules for election and examination of proxies to govern at the annual and special meetings of shareholders.

 

 

2.10 Voting of shareholders by Certain Holders.  Neither treasury shares, nor shares of its own stock held by the Corporation in fiduciary capacity, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

 

2.11 Reimbursement of Proxy Solicitation Expenses.  Upon receipt of satisfactory proof of expenditures, the Corporation shall reimburse any successful candidate such actual expenses as may have been incurred by such candidate in his/her election; provided that no such candidate shall be reimbursed for more than $30 of expenses; provided, further, that any successful candidate who was named as a nominee upon the proxy solicited by the Corporation for the meeting at which the candidate was elected, shall not be entitled to any reimbursement pursuant to the provisions of this section.  As used herein, the term “successful candidate” shall mean a person who is elected by a vote of the shareholders to the position of Director of the Corporation.

 

2.12 Standards for Petitions and Written Requests

 

  1. Any Petition (which term for the purposes of this section shall also include “written requests”) required to be submitted to the Corporation as a condition for the Corporation to take action under these Bylaws, Alaska Statutes or federal law shall meet the following conditions in order to be considered a valid petition, unless such State Statutes or federal law provide for a different standard which is in conflict with this section, in which event, such petitions shall comply with the State or federal standards:

 

  1. The Petition shall clearly state its purpose and the reasons for its being solicited.

 

  1. The Petition shall set forth all information required by the specific Bylaw or statute.

 

  1. The Petition shall be dated and shall identify on it the person or group who is soliciting it.  Where it is solicited by a group, the names of the members of the group shall be set out in it.

 

  1. Beside each signature, the individual’s name, the number of shares of stock owned by the individual, his/her address and social security numbers and the date the individual executed it, shall be printed.

 

  1. Only the signatures of those individuals who are holders of voting stock of the Corporation as of the date of their execution of the Petition shall be counted.

 

  1. Each page of a Petition upon which signatures appear shall set out the information listed in items 1, 2, and 3 hereof.

 

  1. Any solicitation of a petition or written request made pursuant to the provisions of these Bylaws or for the purpose of holding a meeting of shareholders for which proxies will be solicited, shall be made in compliance with the standards prohibiting the use of false and misleading statements as set out in 3AAC 08.315 of the Alaska Administrative Code, or any successor provision thereto.

 

2.13 Shareholder Proposals.

 

2.13.1 Requirements for Inclusion of Proposal.  The Corporation may accept for inclusion as agenda items for action by the shareholders at an annual meeting a proposal in the form of a resolution of not over one hundred (100) words in length which is submitted by a shareholder and accompanied by a petition executed by shareholders who are the record owners of not less than one percent (1%) of the outstanding voting shares of the Corporation.  To be included on the agenda for a special meeting of the shareholders, such resolution must be included in the petition calling for the special meeting.  All such resolutions shall also comply with the provisions of this Section 2.13.  Each resolution so submitted shall be accompanied by the name and address of the shareholder who submitted the resolution (“proponent”), and who is responsible for the compliance of the proposal with the provisions of these Bylaws.  Resolutions which do not meet the statutory or Bylaw requirements or which are otherwise contrary to law, inconsistent with this Section or contrary to the Articles of Incorporation shall not be submitted to the shareholders.  If the Secretary of the Corporation determines that the resolution complies with these Bylaws and other legal requirements, the secretary may assist the proponent in editing or revising the language of the resolution for clarity and then the Secretary shall submit the resolution to the Board of Directors.

 

2.13.2 Inclusion of Supporting Statement.  In addition to the resolution, the Corporation, at the request of the proponent of the resolution, will include in its proxy statement, a supporting statement of not more than five hundred (500) words in length submitted by the proponent at the same time as the resolution is submitted.  Such supporting statements shall be in compliance with the laws of Alaska and these Bylaws.  The Corporation is not responsible for such supporting statement and the resolution to which it relates.

 

 

2.13.3 Time for Submissions.  In order to be included on the agenda and in the Corporation’s proxy statement, the resolution and any supporting statement under Subsection 2.13.2 hereof, must be received at the Corporation’s principle office not later than 5:00 p.m. local time sixty (60) days in advance of the date of the Corporation’s proxy statement which was released in connection with the previous year’s annual meeting, except when the date of the current year’s annual meeting has been advanced by more than fifteen (15) days, then the proposal shall be received at least one hundred twenty (120) days in advance of the date of the Annual Meeting.

 

2.13.4 Number of proposals.  No individual or organization of shareholders may submit more than two (2) resolutions for adoption at any annual meeting or one (1) resolution for adopting at a special meeting of shareholders.  Once such limit has been reached, any later submission by that proponent or organization for adoption at the same meeting shall be rejected.

 

 

2.13.5 Disqualification of Shareholder Resolution.

 

  1. The Secretary shall reject any proposed resolution which is the same, or substantially the same, as a resolution which has been submitted to a vote of the shareholders at any annual or special meeting held within the preceding twenty-four (24) months and has failed; provided, however, if, at the time of such resolution had been submitted to a vote, forty percent (40%) or more of the total votes cast with respect to it were cast in favor of its adoption, the submission of a same or similar resolution for inclusion on the agenda of an Annual Meeting shall not be rejected.  Any proposed resolution which is the same or which  is substantially the same as a resolution(s) which, pursuant to the provisions of this section, had been permitted to be submitted to the vote of the shareholders twice within a twenty-four (24) month period and which had failed to be adopted either time, shall not be accepted by the Secretary for submission to the shareholders at any Annual or Special Meeting to be held within thirty-six months (36) following the last rejection by the shareholders.  Should any applicable state or federal law or regulation require a period longer than those provided in this section before a matter can be resubmitted to the shareholders, than such longer period shall apply.

 

  1. The Secretary in consultation with the board of directors, may disqualify any shareholder resolution if such resolution calls for action which by virtue of Alaska law is within the prerogatives of the Board of Directors, including without limitation the declaration of a distribution pursuant to AS 10.06.358, or the exercise of the Director’s duties under AS 10.060450 (or their successor statutes), or is contrary to other applicable law or regulation, or is not required to be submitted to the shareholders under S.E.C. Rule 14a-8(c) as it may be amended from time to time (17 CFR 240. 14a-8(c).

 

  1. Any shareholder resolution which is determined by the Secretary or Board of Directors to be of a frivolous or unlawful purpose, or in which the meaning, intent, or legal significance is deemed to be too unclear to be meaningful to a reasonable shareholder, will be rejected, even if certain portions of the resolution are otherwise valid.

 

 

  1. Any proposal submitted to the Corporation pursuant to the provisions of this Section, which is the same or substantially the same as a proposal previously approved, shall be rejected by the Secretary.  Should two or more proposals be submitted which are the same or substantially the same, and no prior proposal which is the same or substantially the same has been accepted, then the Secretary shall consult with the proponents of the proposals to seek their consent to combine the two proposals into a single proposal.  If the proponents do not give their consent, then, if the proposals are otherwise acceptable for inclusion on the agenda for the meeting, the Secretary shall recommend to the Board for inclusion on the agenda, that proposal which the Secretary believes to best reflect the interest of all of the proponents.  The action of the Board shall be final.

 

  1. The Secretary shall advise the Board of Directors anytime a shareholder resolution is rejected pursuant to the provisions of this Section 2.13, and shall notify the proponent of such rejection within fourteen (14) days of the receipt of the proposed resolution.  The Board of Directors may instruct the Secretary to accept the rejected resolution if it finds that the interest of the Corporation will be promoted.

 

2.13.6 Board Prerogatives.  In addition to the other rights of the Board of Directors pursuant to the terms of this Section 2.13, the Board of Directors retain the following rights with respect to shareholder resolutions which are otherwise proper and acceptable for submission to a shareholder vote:

 

  1. Submit to shareholders opposing or endorsing such resolution;

 

  1. Incorporate and adopt the proposal/resolution as its own in the proxy and proxy statement; and

 

  1. Direct the Secretary or attorney for the Corporation to revise to proper legal and grammatical form, in consultation with the proponent, any resolution that the Board of Directors finds to be otherwise proper.

 

2.13.7 Failure to Comply with Provisions.  Any vote on a proposal resolution at a shareholder meeting which resolution was not included in the Notice of Meeting for such meeting shall be deemed to be a non-binding advisory vote only, even though such resolution may have been added to the agenda for such meeting by the action of the meeting.

 

2.13.8 Rules of Election.  The Board of Directors may adopt such provisions for the Corporation’s Rules of Elections as it may deem appropriate to clarify the provisions of this section.

 

 

2.13.9 Petitions in Support of Resolutions.  Petitions accompanying a resolution as provided in subsection 2.13.1 hereof shall include the exact language of the matter to be voted upon and shall comply with the general requirements for petitions as provided in Section 2.12 of these Bylaws.

 

ARTICLE 3

 

BOARD OF DIRECTORS

 

3.1 General Powers and Qualifications.

 

 

3.1.1 General Powers.  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.  The number of Directors which shall constitute the whole Board shall be five (5) until the number is changed by the Board of Directors by amendment to these Bylaws.  No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his/her term of office.

 

3.1.2 Qualifications.  Directors shall be eighteen years of age or older and shall each be the holder of voting stock of the Corporation.  No employee of the Corporation or any wholly and directly owned subsidiary of the Corporation may be elected to the position of, or serve as a Director of the Corporation.  Should any person who is subject to this provision refuse to observe the provisions of this section after thirty days written notice from the President as to existence of the violation of this section, then such individual shall be deemed to have resigned his/her position as Director of the Corporation and such vacancy shall be filled as provided by these Bylaws.  As used in this section, the term “ANCSA Corporation” shall mean any Corporation created for the purpose of receiving benefits under ANCSA, including but not limited to village corporations, group corporations, urban corporations, corporations identified in Section 1427 (e) (2) of the Alaska National Lands Conservation Act, all corporations in which any such corporations may be merged or consolidated, and all subsidiaries of any such corporations.

 

3.2 Term of Office.  Except in a case of a Director who fills a vacancy and excepting the board of directors currently serving on the board at such time that this amended bylaw is adopted , Directors shall be elected by the shareholders, and shall hold office until their successors are elected and qualified at the third Annual Meeting following their election. Terms of office shall be staggered so that in each successive year three Directors’ seats will be open for election. Note:  How do we accomplish the staggered terms? Tollak, Donene, and I are the newest board members, so perhaps one solution is to extend our terms out to 2011 and end yours and Ellen’s term in 2010.  This is just an option.  I am completely open to another suggestion.

 

3.3 Meeting Methods.  In order to expedite the business of the corporation Directors may conduct a valid meeting of the Board by communicating with each other through means of teleconference or through e-mail communications.  Motions may be made via e-mail or a survey software provided that a minimum of ten calendar days notice is given to all board members at their current e-mail addresses of record.

 

3.4 Meetings.

 

 

3.4.1 Organizational Meeting.  The organizational meeting of each newly elected Board of Directors shall be held within twenty – four (24) hours following the close of the Annual Meeting of Shareholders.  The first item of business shall be the election of officers of the Board of Directors and of the Corporation.  The second item of business shall be to set the regular meetings of the Board for the year.  The Board may then consider such other business as it determines is proper.

 

3.4.2 Special Meetings.  Special Meetings of the Board of Directors may be called at any time by the President, or upon the request of a majority of the Directors.

 

3.5 Notice of Meetings.  Notice of Regular Meetings will be given by mail, facsimile, or electronic mail to each Director and officer at least ten (10) days before the meeting, and shall include planned agenda items.

 

Notice of Special Meetings shall be given to each Director no less then five (10) days prior to the Special Meeting by written, verbal, facsimile, or electronic mail. Notice of a Special Meeting to any Director who is known to be outside his or her normal place of residency shall also be made by personal telephone contact and shall be deemed successful when telephone contact is achieved.  The notice of a Special Meeting shall specify the caller of the meeting, the business to be brought before the meeting, and no other business then that specified shall be transacted.

 

3.6 Quorum. A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors accept as otherwise provided by law or by these Bylaws.

 

3.7 Action Without a Meeting.  Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing and in accordance with bylaw 3.3, setting forth the action so taken, shall be signed by a majority

of the Directors.

 

3.8 Voting Rights.  In voting, each Director present shall have one vote.

 

3.9 Vacancies.  In case of any vacancy on the Board of Directors, a majority of the remaining Directors may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant, but in no event shall any vacancy exist for more than six (6) months.

 

 

3.10 Reimbursement of Expenses for Attendance at Board Meetings and Other Specific Functions Directly Related to the Business of the Corporation, not to Include Social Functions.  By the adoption of a resolution of or of an annual budget for the Corporation, the Board of Directors may establish (i) a sum and/or a reasonable amount, not to exceed actual expenses at a rate appropriate for government travel in the State of Alaska, for the reimbursement of expenses for attendance at Board Meetings and other specific functions; and (ii) such other benefits and compensation as The Board of Directors in its discretion may determine appropriate to compensate a Director for his/her service to the Corporation.  The granting of such other benefits and compensation shall be discretionary with the Board of Directors and shall be subject to such policies as the Board may from time to time adopt regarding its payment, including but not limited to provisions regarding a Director’s eligibility to receive it.

 

 

3.11 Presumption of Director Assent.  A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matters is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered into the minutes of the meeting or unless they file their written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards their dissent by registered or certified mail to the Secretary of the Corporation within 48 hours after the adjournment of the meeting.  The right to dissent shall not apply to a Director who voted in favor of such action.

 

3.12 Waiver of Notice.  Whenever any notice is required to be given to a Director, a waiver thereof in writing signed by him/her, whether before or after the time stated therein, shall be deemed the equivalent of giving proper notice.  A Director, who attends a meeting without protesting either before the meeting or at its commencement the lack of notice of such meeting, shall be deemed to have waived notice of such meeting.

 

3.13 Rules of Order and Procedure.  The Board of Directors shall establish rules of order and procedure governing meetings.

 

3.14 Restrictions on Other Service to Corporation.  With the exception of the officers of the Board, no Director shall serve the Corporation in any other capacity and receive compensation therefore.

 

3.15 Removal.  The entire Board of Directors or any individual Director may be removed from office without assigning any cause, by the vote of shareholders holding the majority of the outstanding shares which are entitled to vote at an election of Directors, but unless the entire Board is removed, no individual Director shall be removed if the votes of a sufficient number of shares are cast against the resolution for his/her removal, which if cumulatively voted at an election of the entire Board would be sufficient to elect one or more Directors.  In case the entire Board or any one or more of the Directors are so removed, new Directors shall be elected by the shareholders at the same meeting for the unexpired term of the Director or Directors so removed.

 

3.16 [RESERVED]

 

3.17. Director’s Conflict of Interest.

 

3.17.1   Conflict of Interest.  For the purposes of this Section 3.17, a Director shall be considered to have a Conflict of Interest in the following situations:

 

 

(a) where the Director or a member of the Director’s immediate family (mother, father, brother, sister, son, daughter or spouse, hereinafter as the “Related Group”), directly or through a nominee, has an economic interest in a transaction which is the subject of proposed action by the Corporation;

 

(b)  where the Director’s economic interest, or that of the Related Group, in an action being considered by the Corporation, is adverse, competitive, potentially adverse or potentially competitive to the interest of the Corporation;

 

(c) where the Director or a member of the Related Group is a member or significant stockholder of another corporation or holds a significant interest in another entity, which other corporation or entity is the subject of the proposed action by the Corporation;

 

(d) where the Director or a member of the Related Group is a member of the Board of Directors (or other governing body), or an officer or manager of another corporation or other entity, which other corporation or entity is the subject of the proposed action by the Corporation; or,

 

(e) where the Director or a member of the Related Group is a party to or a potential party to threatened or pending litigation or administrative proceedings in which the position of such Director or member of the Related Group is adverse to that of the Corporation.  As used herein, the term “threatened” with respect to litigation or an administrative proceeding refers to litigation which has not been filed, or a proceeding which has not been commenced, but the threat of which has been formally communicated in a context which gives rise to a reasonable belief that such litigation or proceeding will be instituted if the matter in dispute is not satisfactorily resolved.

 

A Director shall not have a Conflict of Interest (i) where the interest of the Director or a member of the Related Group is no different than that of shareholders of the Corporation generally or (ii) where in an action fixing the compensation of or adopting other benefit programs for all Directors, the interest of the Director is no different than that of the Directors generally.

 

In the event there is a dispute as to whether a particular Director has a Conflict of Interest under this Section 3.17.1, the issue shall be subject to a vote of the other Directors who do not have a Conflict of Interest on the matter to be considered.  Should a majority of such voting Directors vote that a Conflict of Interest exists the provisions of this Section 3.17 shall apply to such Director.

 

 

3.17.2   Action by Director.  When a Director has a Conflict of Interest, the Director shall notify the Board of Directors prior to the Board’s consideration of the matter with respect to which the actual or potential conflict exists, of (i) all material facts concerning the nature of the Conflict of Interest, including, but not limited to, the nature of the interest of the Director or the member of the Related Group which has given rise to the Conflict of Interest, and (ii) with respect to non-litigation matters, all material facts concerning the transaction under consideration by the Board of Directors.  The existence of such Conflict of Interest shall be recorded in the minutes of the meeting of the Board of Directors which records the Board’s consideration of the matter.  A Director with a Conflict of Interest shall not participate in the discussion of the matter and shall abstain from voting on the matter, and shall leave the meeting while the disinterested Directors discuss and vote on the matter.  However, such interested Director may be counted in determining the presence of a quorum at the meeting of the Board of Directors at which the conflicting matter is considered. Action taken by the Board of Directors involving the participation of a Director with a known Conflict of Interest, or action taken by the Board of Directors involving the participation of a Director with a Conflict of Interest who has not made an adequate disclosure of such Conflict of Interest shall be voidable at the option of the shareholders upon a showing that (i) the vote of the disinterested Directors present at the meeting and voting, would have been insufficient to take the challenged action without the inclusion of the vote of the Director or Directors who had a Conflict of Interest, and (ii) the action taken was unfair to the Corporation.

 

3.17.3 Application of State Law.  Nothing in this section shall excuse the failure to make any disclosure which is required to be made pursuant to the provisions of Alaska Statutes Section 10.06.478.  Nothing in this Section 3.17 shall validate any action by the Board of Directions which is invalid under Alaska Statutes Section 10.06.478.  Any action taken by the Board of Directors in violation of this Section 3.17 shall be invalid, even though such action may otherwise be in compliance with the provisions of Alaska Statutes Section 10.06.478.

 

ARTICLE 4

 

OFFICERS

 

4.1 Designation of Officers.

The officers of the Corporation shall be a CEO, a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The CEO shall also be an officer of the Corporation.  The Board of Directors may designate by election or appointment such other officers or assistant officers as it deems necessary.  Any two or more offices may be held by the same person, except that no one person may hold both the office of President and the office of Secretary.

 

 

4.2 President.  The President of the Board shall preside at all meetings of the Board of Directors and shareholders.  (S)He shall perform all duties incident to the office of the President, unless otherwise provided in these Bylaws and such other duties as may be prescribed from time to time by the Board of Directors.     The President shall assist the CEO in the execution of his/her office.   In the absence of the President, the following officers in order of priority shall perform the duties of the President, in doing so, shall exercise all powers and responsibilities of the President: Vice President, Secretary, Treasurer.

 

The Secretary shall assist the President in the execution of his/her office.

In the absence of the President, the following officers in order of priority shall perform the duties of the President, in doing so, shall exercise all powers and responsibilities of the President: Vice President, Secretary, Treasurer.

 

4.3 Chief Executive officer The CEO shall be selected by the Board of Directors.  The CEO shall report and be directly responsible to the Board of Directors and shall be the Senior Corporate Officer of the Corporation.  The CEO shall be responsible for the implementation of the policies of the Board of Directors.

In addition, the CEO shall report regularly to the Board of Directors on matters concerning the Corporation’s operations, including federal, State and local developments, which may affect the Corporation’s operations.  (S)He shall further perform all duties incident to the office of the CEO, unless otherwise provided in these Bylaws or other duties as may be prescribed by the Board of Directors

 

 

4.4 Vice President.  The Vice President shall assist the President in the execution of his/her office.  In the absence of the President, (S)he shall perform the duties of President and, in doing so, shall exercise all powers and responsibilities of the President.  (S)He shall further perform duties as are prescribed by these Bylaws or as may be prescribed from time to time by the President or the Board of Directors.

 

4.5 Secretary. The Secretary shall ensure accurate minutes of all proceedings of the Corporation and shall be the custodian of all records, documents, papers and the seal for the Corporation and shall give and serve all notices of the Corporation.  (S)He shall attest to all contracts, deeds, documents and instruments entered into by and for the Corporation. (S)He shall keep all stock records and stock transfers up to date.  (S)He shall also keep full and complete up-to-date records of the financial condition of the Corporation.  (S)He shall further perform all duties incident to the office of Secretary, unless otherwise provided in these Bylaws, and such other duties as may be prescribed from time to time by the Chairman or the Board of Directors.

 

4.6 Treasurer. The Treasurer shall insure that full and complete up-to-date records of the financial condition of the corporation are kept. (S)He shall have the care and custody of all funds and securities of the Corporation; (S)He shall keep correct, up-to-date account books of all the business transactions of the Corporation, and shall present a financial statement at each meeting of the Board of Directors, and a complete fully detailed financial report at the Annual Shareholder Meeting.  (S)He shall further perform all duties incident to the office of Treasurer, unless otherwise provided in these Bylaws, and such other duties as may be prescribed from time to time by the Chairman, or the Board of Directors.

 

4.7 Vacancies.  A vacancy in any office of the Corporation may be filled by the Board of Directors for the unexpired term of that office.

 

 

4.8 Removal.  Any officer, assistant officer, or agent may be removed, or any office abolished (other than the offices required by law), with or without cause, at any time by a majority vote of the Board at a regular or special meeting called for such purpose.

 

4.9 Compensation.  Any officer, other than the President, shall receive such salary or compensation as may be recommended by the President and approved by the Board of Directors.

 

 

 

 

ARTICLE 5

 

INDEMNIFICATION

 

5.1  Non-Derivative Actions.  Subject to the provisions of 5.3, 5.4 and 5.5 below, The Corporation shall indemnify any person who was or is party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of or arising from the fact that he/she is or was a Director, officer, employee or agent of the Corporation, or is, or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceedings if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation, and with response to any criminal action or proceedings, did not know his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, or settlement, conviction, or upon the plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with response to a criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

 

 

5.2 Derivative Action.  Subject to the provision of 5.3, 5.4 and 5.5 below, the Corporation shall indemnify any person who was, or is party ,or is threatened to be made a party to any threatened , pending or completed action, by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is, or was a Director, officer, employee or agent of the Corporation, or is, or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), actually and reasonably incurred by him/her in connection with the defense or settlement of the action  if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect to any claim, issue or matter as to which the person adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation except to the extent that the court in which the action was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances of the case the person is fairly and reasonably entitled to indemnity for the expenses which the court orders proper.

 

5.3 Determination of Right to Indemnification in Certain Cases.  Subject to the provisions of 5.4 and 5.5 below, indemnification under 5.1 and 5.2 of this Article, unless ordered by a court, shall be made by the Corporation only as authorized in a specific on a determination that indemnification of the Director, officer, agent or employee is proper in the circumstances because he/she has met the applicable standard of conduct set out in 5.1 and 5.2 of this Article.  The determination shall be made (a) by the Board of Directors by majority vote of a quorum consisting of Directors who are not parties to the action or proceeding, or (b) if such a quorum is not obtainable or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel and a written opinion or ( C ) by the shareholders.

 

5.4 Successful Defense.  Notwithstanding any other provisions of 5.1, 5.2 and 5.3 of this Article, but subject to the provisions of 5.5 below, if a Director, officer, employee or agent is successful on the merits or otherwise in defense of any action suit or proceeding referred to in 5.1 or 5.2 if this Article, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees), actually and reasonably incurred by him in connection therewith.

 

 

5.5 Condition Precedent to Indemnification Under 5.1, 5.2 or 5.4.  Any person who desires to receive the benefits otherwise conferred by 5.1, 5.2 and 5.4 of this Article shall notify the Corporation reasonably promptly that he/she has been named a Defendant to an action, suit or proceeding of a type referred to 5.1 or 5.2 and that he/she intends to rely upon the right of indemnification described in 5.1 and 5.2 or 5.4 of this Article.  The notice shall be in writing  and mailed via registered or certified mail, return receipt requested, to the President of the Corporation at the executive offices of the Corporation or, in the event that notice is from the President, then to the Registered Agent of the Corporation.  Failure to give the notice required hereby shall entitle the Board of Directors of the Corporation by a majority vote of a quorum (consisting of Directors who, insofar as indemnity of officers or Directors is concerned, were not parties of such action, suit or proceeding but who, insofar as indemnity of employees or agents are concerned, may not have been parties) or the shareholders of the Corporation by majority vote of the outstanding shares of the Corporation to make determination, in their sole discretion, that such failure was prejudicial to the Corporation under the circumstances and that, therefore, the right of indemnification referred to in 5.1, 5.2 or 5.4 of this Article shall be denied in its entirety or reduced in amount.

 

5.6 Advance of Expenses.  Expenses incurred in defending a civil or criminal action or proceeding may be paid by the Corporation in advance of the final disposition of the specific action of proceeding as authorized pursuant to Section 5.3 hereof in the specific case if:

 

  1. in the case of a Director or officer, the individual furnished the Corporation with a written affirmation of a good faith belief that the standard of conduct required by the Alaska Corporation Code has been met;

 

  1. the Director, officer, employee, or agent furnishes the Corporation with a written unlimited general undertaking, executed personally or on behalf of the individual, to repay the advance if it is ultimately determined that an applicable standard of conduct was not met; and

 

  1. a determination is made that the facts then known to those making determination, would not preclude indemnification under the Alaska Corporation Code.

 

5.7 Exclusivity.  The indemnification provided by this Article is not exclusive of any other rights to which those seeking indemnification may be entitled under any statute, rule of law or equity, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding the office and continues as to a person who has ceased to be Director, officer, employee, or agent, and  inures to the benefit of the heirs, executors and administrators of such person.

 

5.8 Insurance.  At the discretion of the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability asserted against him/her and incurred by him/her in such a capacity, or arising out of his/her status as such whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article.

 

ARTICLE 6

 

COMMITTEES

 

 

6.1 General.  To the extent not prohibited by law, the Board of Directors shall by resolution, upon majority vote of all Directors establish and determine the number of members on and define the powers of such standing and special purpose committees as it deems necessary to be of assistance in carrying out the responsibilities of the Corporation.  The President shall designate the members of each committee unless these Bylaws provide otherwise.  Each committee may adopt procedures for the conduct of business by it which shall provide that such business will be conducted in a similar manner to that provided in these Bylaws.  Each committee shall keep a record of its proceedings and actions and shall present a report of said actions for review and approval at the succeeding regular meeting of the Board.  At any time the Board may, by resolution upon majority vote of all the Directors, change the rules, powers and membership of committees or dispose of them completely.  Except as otherwise expressly provided, the President and Vice President shall be ex-officio non-voting members of the committees.  Special purpose committees with specific authority may be designated for specified purpose and shall consist of at least one (1) Director and such other shareholders and individuals deemed appropriate or necessary to accomplish the task assigned; provided however, any special purpose or other committee which is not comprised solely of Directors shall not be delegated by the Board any power customarily exercised only by the Board of Directors.

 

 

 

 

 

 

 

STOCK AND STOCK CERTIFICATES

 

7.1 Stock Certificates.  Stock certificates shall be in such form as the Board of Directors may determine.  The certificate shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued, and shall exhibit such information as may be required by law.  In addition, all new certificates issued after the adoption of these Bylaws shall exhibit the following legend:

 

 

The shares of these certificates are transferable only on the books of the Corporation by the holder thereof, or by his/her duly authorized attorney or legal representative, upon surrender of this certificate properly endorsed or accompanied by proper evidence of the succession, assignment or authority to transfer.  The transfer, sale, assignment or alienation in any manner of the shares represented by this Certificate and the voting, dividend and other rights belonging to such shares are subject to certain restrictions set forth in the Alaska Native Claims Settlement Act, the Articles of Incorporation and Bylaws of this Corporation and any and all amendments thereto; to which restrictions the holder hereof assents by acceptance of this Certificate. Every certificate for shares shall be signed by the President or Vice President Corporate and Shareholder Services, and by the Secretary, or an Assistant Secretary, and may be sealed with the seal of the Corporation, or a facsimile thereof.  The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation itself, or an employee of the Corporation.

 

7.2 Registered Shareholders.  The Corporation shall be entitled to treat the holder of record of shares of stock as the holder in fact, and accept as otherwise required by law shall not be bound to recognize any equitable claim to, or interest in, said shares.

 

7.3 Transfer of Shares.  Each transfer with respect to issuance, reissuance, renewal, transfer, cancellation, assignment and the like, shall be recorded in the books of the Corporation.

 

7.4 Closing Transfer Books and Filing Record Date.  The Directors may prescribe a period not exceeding sixty (60) days nor less than twenty (20) days prior to any meeting of the shareholders or prior to the date appointed for the payment of dividends which no transfer of stock may be made on the books of the Corporation, or may fix a day not more than sixty (60) days nor less than twenty (20) days prior to the holding of such meeting or the date for the payment of any such dividend as the days of which shareholders entitle to notice of to vote at such meeting or entitled to receive payment of such dividend shall be determined; and only shareholders of record on such days shall be entitled to notice or to vote at such meeting or to receive payment of such dividend.

 

7.5 Restrictions of Transfer.  No securities of this Corporation or certificates representing such securities shall be transferred in violation of any law or of any restriction on such transfer set forth in the Articles of Incorporation or amendments thereto, the Bylaws or any buy and sell agreement, right of first refusal, or other agreement restricting such transfer which has been filed with the Corporation if reference to any such restriction is made on the certificates representing such securities.  The Corporation shall not be bound by any restriction not so filed and noted.  The Corporation may rely in good faith upon the opinion of its counsel as to any legal or contractual violation with the respect to any such restrictions unless the issue has been finally determined by a court of competent jurisdiction.  The Corporation and any party to such agreement shall have the right to have a restrictive legend imprinted upon any certificate covered by the agreement and any certificate issued in replacement or exchange thereof or with respect thereto.

 

 

7.6 Lost Stolen or Destroyed Certificates.  In the event a certificate is claimed to be lost, stolen or destroyed, the issuance of a new certificate in replacement thereof may be conditioned upon the giving of such bond or other security and such proof of the loss, theft or destruction as the Board of Directors, or such corporate officers or agent as they designate may require.  If the Corporation registers a transfer of shares represented by the certificate before receiving notification of loss, theft, or destruction, the holder of record is precluded from making any claim against the Corporation for the transfer or for a new certificate.

 

7.7 Regulations.  The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or replacement of certificates for shares of the capital stock of the Corporation.

 

7.8 Escheat of Stock to Corporation.  In the event that the stock of the Corporation escheats to the Corporation pursuant to Section 7(h) (2) of ANCSA and A.S. 13.16.705(d) or a successor statute, then such escheated shares shall be held by the Corporation as non-transferable, non-voting Treasury stock.  Such Treasury shares shall not be entitled to receive any distributions made by the Corporation.

 

ARTICLE 8

 

MISCELLANEOUS PROVISIONS

 

8.1 Loans.  No loans shall be contracted, and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by the Board of Directors.

 

8.2 Bond.  At the discretion of the Board of Directors, a bond may be required for any officer, employee or agent of the corporation.

 

8.3 Contracts.  The Board of Directors may authorize by specific motion or resolution, an officer or agent to enter into a contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instance.  In the absence of fraud, no contract or other transactions between the Corporation and any other person, group or business or corporation, shall be invalid or voidable merely by reason of the fact that one or more shareholder, Director or officers of the Corporation are interested in or are Directors or officers of such other corporation or concern, and any shareholder, Director or officer of the Corporation may be a party to, interested in, or profit from any contract or transaction with the Corporation, provided the relationship, interest or profit is disclosed to the Board of Directors and (a) the transaction is duly approved by action of a majority of disinterested Directors, or (b) the transaction is ratified at an annual or special meeting of the shareholders, or ( c ) the transaction is just and reasonable to the Corporation at the time it is made.  Interested Directors may be counted when present at meetings of the Board of Directors for purposes of determining the existence of a quorum.

 

 

8.4 Amendments of Bylaws.  These Bylaws may be altered, amended or repealed by the Board of Directors, at any regular or special meeting.  Bylaw changes made by the Board shall be reported to the shareholders.

 

8.5 Fiscal Year.  The fiscal year of the Corporation shall begin on April 1 and end March 31st following.

 

8.6 Corporate Seal.  The seal of this Corporation shall have inscribed upon it the name of the Corporation and such design or wording as the Board of Directors may designate.

 

 

ATTESTED TO this __________ day of _________, 200__.