Four Sealaska board of directors candidates say the regional Native corporation’s balloting process violates a recent court ruling.
Sealaska says it’s not a problem.
The group 4 Shareholders for Sealaska says Native corporations must now disclose how discretionary votes will be counted in board elections.
Discretionary votes are turned over to the board, which casts them for its slate. Shareholders authorize such voting by checking a box on their ballots, also called proxies.
Randy Wanamaker is spokesman for the 4 Shareholders group.
“Sealaska’s proxy does not contain that language. They have some language in their proxy booklet, but not on the proxy itself. And the state Supreme Court said you must put it on the proxy,” Wanamaker says.
Sealaska officials say election attorneys have reviewed the issue.
Corporate Secretary Nicole Hallingstad says the ballots are legal, as-is.
“The outside group misinterprets the CIRI case and is designed to confuse shareholders. Sealaska’s proxy statement, proxy card and bylaws all state clearly that discretionary votes will be allocated to elect the board slate candidates,” Hallingstad says.
Thirteen people are seeking four seats on the regional Native corporation’s board. There are three incumbents, the four-shareholders slate and six independents.
This year’s proxy also includes a resolution to limit discretionary voting.
Balloting is underway and winners will be announced at the June 28th annual meeting near Seattle.
Sealaska is the regional Native corporation for Tlingits, Haidas and Tsimshians with roots in Southeast Alaska. More than half its almost 22,000 shareholders live outside the region.
The 4 Shareholders candidates are Karen Taug, Ross Soboleff, Carlton Smith and Margaret Nelson.
The independent candidates are Myrna Gardner, Mick Beasley, Michelle McConkey, Will Micklin, Edward Sarabia Jr. and Ralph Wolfe.
The board incumbents are Sidney Edenshaw, Ed Thomas and Rosita Worl. Incumbent Bryon Mallott is not seeking re-election so he can focus on running for governor.
Based on a recent Alaska Supreme Court decision, the four independent candidates for the Sealaska board – Karen Taug, Ross Soboleff, Carlton Smith, and Margaret Nelson — are questioning the rules governing Sealaska’s annual meeting voting process.
“It appears Sealaska failed to make changes to this year’s corporate ballot as required by a recent Alaska Supreme Court decision,” said the group’s spokesman, Randy Wanamaker. “On the advice of counsel, the Sealaska4 sent letters on May 22 to Sealaska’s corporate secretary and the independent inspector of elections. The correspondence pointed out Sealaska’s failure to properly disclose how discretionary votes will be distributed.”
Two weeks later, the Sealaska4 candidates have not received a response nor has Sealaska issued a corrected ballot. With only three weeks to go before the regional corporation’s annual meeting on June 28, the Sealaska4 candidates are pressing Sealaska for a response.
The Alaska Supreme Court’s decision in Rude v. CIRI now requires Alaska Native corporations to disclose on proxy ballots how discretionary votes will be allocated. Wanamaker says that Sealaska’s proxy ballot does not include the necessary explanation.
“It appears that Sealaska’s ballot advisors failed to adequately consider the new voting rules,” said Wanamaker. “The result may be that Sealaska will have to assign discretionary votes equally to its board slate candidates.”
According to Wanamaker, discretionary voting is a controversial practice long used by Sealaska to distribute votes in unequal amounts to elect as many of the board slate candidates as possible. “This practice often results in the election of incumbent directors who may have weak shareholder support,”
A shareholder petition forced the question of discretionary voting practice onto the 2014 Sealaska ballot. If shareholders support the initiative, discretionary voting will not be allowed in subsequent elections. Wanamaker said that considering the new court decision, and Sealaska’s apparent failure to incorporate and disclose the required discretionary voting instructions on the ballot, the corporate bylaws are open for challenge.
Sealaska’s press release:
“The press release by the outside group misinterprets the CIRI case and is designed to confuse shareholders. Sealaska’s proxy statement, proxy card, and bylaws all state clearly that discretionary votes will be allocated to elect the board slate candidates. It is the duty of the Independent Inspectors of Election and Voting to determine the effect of each proxy. The Inspectors of Election has independent legal counsel, and verbally advised Sealaska that the proxies are valid as written. We expect written confirmation of this conclusion. Any Sealaska shareholder voting on Sealaska’s blue proxy can be assured their votes will be counted.
The press release issued by the outside group further confuses shareholders by wrongly representing the shareholder resolution. It is a resolution to reduce the use of discretionary voting on the Sealaska proxy unless an independent slate is present and also using discretionary voting. To claim that support of the initiative would disallow discretionary voting in all subsequent elections is simply not true.”