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Viewpoints: Letters / Opinions

Term Limits 2012
By Raymond Austin


May 11, 2012

In 2009 shareholders voted to establish Sealaska Term Limits for the Sealaska Board of Directors, over 6000 shareholders voted to support Term Limits, but there were not enough votes to pass this. In 2011, a mere corporate technicality invalidated the shareholder resolution effort for the 2011 shareholder ballot. This year, shareholders will once again unite to pass the Term Limits resolution. The Sealaska paper proxies are scheduled to be in the mail by May 11, 2012 and the Term Limits resolution will be placed before shareholders.

The resolution is designed to change Sealaska bylaws to establish term limits cap of four terms, or 12 years. Currently, 11 of the 13 current board members have exceeded this or are near a ten year tenure threshold. The longest board member tenure exceeds 40 years and the 11 board members accumulative service totals 212 years. As board members retire, the replacements are handpicked by the board and shareholders are not permitted a chance to vote for their replacement. In all of the elections, the board members are supported by discretionary votes and allegedly, are in for life.

The term limits resolution will give other independent candidates a fair chance and eventually allow for independent candidates to be elected. Sealaska s past arguments against Term Limits resolution is that it will impede shareholder confidence and how the business world perceives Sealaska. The financial losses of the last 40 years give good reason for shareholders to elect board replacements. We should not pretend that all is well with the corporation when our corporate financial record tells the truth of our financial status since 1971. In reoccurring cycles of every ten years, financial losses have hurt the corporate entity, and are direct losses to shareholders.

In the last 40 years, Sealaska has had business failures in Olympic Fabrication, Sealaska Wood Product Solutions, Sealaska Timber Corporation, Ocean Beauty, SEABIC, Alaska Brick Company, SEACAL, Triquest, Fairbanks Sand & Gravel, Alaska Wireless, Sealaska Permanent Fund (SPF) and the $142 million losses in 2001. The recent efforts and business losses of the efforts for the Cloverdale Casino are unknown. The SPF started with $68 million in 1986, $100 million in 1996, and $24 million in 2000 with a declining pattern of financial losses. The countless millions in financial losses take away from us in loss of dividends, academic scholarships, business clout, future business growth, and diminishes shareholder confidence.

In the last 40 years, the following individuals were elected as U.S. Presidents: Richard Nixon, Gerald Ford, Jimmy Carter, Ronald Reagan, George W. Bush, Bill Clinton, George Bush, and Barack Obama. In the last four decades, the Sealaska board has held onto their boards seats using discretionary votes and protective board bylaws that are exclusive to shareholder rights.

Why do shareholders have to vote to change a bylaw in which they had no initial input, and were not given adequate notice of the bylaw that directly affects them? Shareholders did not vote on the supermajority requirement bylaw, or the bylaw that keeps the board members in for life, yet we are required to have a supermajority to change it go figure.

In Delaware, shareholders have pending lawsuits that assert that the corporations adopted exclusive bylaws without the consent of the shareholders, and that the directors who adopted the bylaw amendments violated their fiduciary duties. The action of shareholders in Delaware is important, which may be an option in the future.

The Term Limits resolution is not a panacea to solve all shareholder and corporate matters, but it is a start that will allow existing board members to be replaced and will allow other shareholders to become involved with their corporation. This is the shareholders opportunity to pass the resolution. Vote for your independent candidate; yes to support term limits; quorum only; and never vote discretionary.

There is a website for shareholders.

Raymond Austin (
kindeshaun [at]
Albuquerque, NM

About: "Austin is a Sealaska Shareholder of Sealaska Corporation and resides in Albuquerque, NM "

Received May 11, 2012 - Published May 11, 2012



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