October 09, 2014
Thursday AM

At every Sealaska corporate election, the board uses the Sealaska Bylaws to vote themselves into their board seats with the discretionary bylaw. In 2014, the Sealaska Board failed to follow their own bylaws, and by doing this, they have violated the shareholders trust, and their fiduciary trust that they are sworn to uphold.

Now is the time for shareholders to use the Sealaska Bylaws to demand the removal of board members that failed to uphold the bylaws. Shareholders already have a vote of no-confidence due to $70 million dollars in financial losses. Today, let’s send the message that shareholders need to demand action and remedy, we can use their rules to defeat them.

On May 22, 2014, I notified a board member regarding information that should have disqualified an independent candidate from the Sealaska 2014 Election, the Sealaska’s General Counsel was also notified. I relayed information that an independent candidate allegedly misstated his/her education credentials on a public website, failed to report multiple court interactions, and also had failed to disclose the foreclosure of personal property.

By the rules of the Sealaska Bylaws, the board should have disqualified the independent candidate, removed the candidate from the Sealaska proxy and notified Shareholders that Sealaska is issuing a new proxy. Instead, the board failed to take action, they did not act in good faith for the shareholder’s interest. They breached the trust of shareholders and failed in their fiduciary trust.

The board needs to be held accountable for supporting an independent candidate that should have been removed from the Sealaska Proxy. The board has a duty to uphold the bylaws, which was established to provide rules for operation of the company.

The shareholders need to hold the board to the compliance of Sealaska’s bylaws and demand remedies for the bylaw breaches, by demanding: (1) removal of the board members that failed to uphold the bylaws, (2) disqualify the 2014 Shareholder Election (3), hold a special election to elect new board members, (4) reimburse the Sealaska 4 for expenses in their independent campaign. (5) Hold the board responsible for the total cost of the 2014 Election. (6) Declare the election of the three incumbent board members as null and void.

The Sealaska Bylaw 3.3.3.6 states:

A person who seeks to be nominated, or who becomes a candidate, for the seat as a director, and who fails to meet these qualifications shall not be included on the Corporation’s proxy under Sections 3.3.4 and 3.3.5 of these bylaws. If such person seeks nomination or election on a separate proxy, the Corporation shall take appropriate measures to notify shareholders that the person does not meet the qualifications to be a director; and if the person is elected, he or she shall not be seated as a director, and if necessary, the Corporation shall seek removal as provided in Section 3.3.3.7 hereof. As used herein, the terms “circumstance or event” include, but are not limited to, prior activities, criminal record (if any), reputation, habit, association, conviction or other official sanction resulting from commission of a felony involving dishonesty, questionable integrity or moral turpitude; violation of securities laws; or engaging in other fraudulent or dishonest conduct which may pose a threat to the public interest or to the effective regulation of the Corporation’s business, regardless of whether any such conduct has resulted in criminal or civil sanction or penalty.

I allege that the General Counsel and the Sealaska Board failed to uphold their fiduciary trust by ignoring a bylaw that they were sworn to uphold and there needs to be an impartial investigation to prove this.

• I believe that the management and the board intentionally ignored the bylaw to allow IC’s (Independent Candidate) campaign to take votes away to favor their status.
• If the board was aware of this, they failed to notify shareholders, they failed to uphold a bylaw they were sworn to uphold
• The board had 37 days to act on this, and failed to do so. A phone call to IC would have verified the IC information.
• In a matter of a day or two, a new proxy without IC’s name could have been printed. Yet the board reprinted proxies on multiple times for multiple mailings to shareholders.
• The fact that the board sent multiple proxies, the board cannot use costs as a reason to remove IC from the proxy after learning of this on May 22, 2014.
• I believe that if the management and the board failed to act, this invalidates the 2014 Sealaska Election, and the election has to be redone.
• I believe that our new CEO needs to show leadership by upholding and supporting a third party investigation, otherwise, he should step down.
• Shareholders need to know which board members that failed to uphold the corporate bylaw and why no action was taken.
• I believe that the board did not act in the best interests of shareholders and are in violation of their fiduciary trust, the code of ethics and indemnification should not apply.
• This issue requires action, the failure of board members to take action also disqualifies them in decisions on this matter.
• If board members were aware of this and did not act, they need to resign.
• I believe that shareholders will not put this to rest until they get answers.

Raymond E. Austin
Albuquerque, New Mexico

Received October 08, 2014 - Published October 09, 2014

Viewpoints - Opinion Letters:

Webmail Your Opinion Letter to the Editor

 

SitNews ©2014
Stories In The News
Ketchikan, Alaska

Articles & photographs that appear in SitNews may be protected by copyright and may not be reprinted without written permission from and payment of any required fees to the proper sources. E-mail your news & photos to editor@sitnews.us Photographers choosing to submit photographs for publication to SitNews are in doing so granting their permission for publication and for archiving. SitNews does not sell photographs. All requests for purchasing a photograph will be emailed to the photographer.