How do you dissolve a Native corporation?
Jill Burke |
Dec 18, 2009
The 13 regional corporations established by the Alaska Native Claims Settlement Act are unique in the business world. The for-profit entities were created by Congress to stimulate economic development and provide for the welfare of their shareholders, Alaska Natives. The 1971 act settled aboriginal land claims with the U.S. government, thus clearing legal hurdles to construction of the trans-Alaska oil pipeline. Nearly $1 billion and 44 million acres of land were handed over in the settlement, and 12 regional corporations and 200 village corporations were formed to manage the assets and disperse funds to more than 12,000 shareholders. Four years later, in 1975, another regional corporation -- the 13th Regional Corporation -- was created and given $52 million, but no land, to compensate about 4,500 Alaskans who no longer lived in the state. The corporations are meant to be as autonomous as possible, with shareholders owning and ideally overseeing the investment, but they need to be proactive, according to Roger Prince, spokesman for Alaska's Division of Banking and Securities. "It's like any multinational corporation. You can show up (to meetings) whether you own one share or a million shares," he said. But when a regional corporation isn't holding regular meetings -- as with the 13th Regional Corporation, which hasn't held a meeting in three years -- showing up is hard to do, and angered shareholders feel unfairly shut out. In recent interviews, three 13th Regional Corporation shareholders, including a former board chairman, detailed their frustration with the current state of affairs. Among the complaints: missed meetings, lack of board responsiveness, failure to disseminate up-to-date financial reports and the recent closure of the corporation's Washington state offices. The 13th Regional Corporation, established in Alaska and registered in the state of Washington, lost its ability more than a year ago to do business in Washington because it failed to file a 2008 annual report. Involuntary dissolution of a corporation allows someone else to take over the entity's name, and removes the "corporate" umbrella that legally protects individuals, like CEOs or board members, who may take action on behalf of the corporation. Under Washington state law, the 13th has up to five years to reinstate its status and bring its reports current. The 13th Regional corporation has had a history of business and financial struggles. At its creation, half of the settlement was to go directly to shareholders and the other half, nearly $27 million, was to be invested. By the late 1990s, questions had arisen about what had happened to the money. Ten years later, shareholders are again asking questions, but say they aren't getting any answers. Corporations are regulated by the State of Alaska, and are required to file reports with the Departments of Revenue and Economic Development, and the Division of Banking and Securities, but the departments have little power to force corporations to be accountable to shareholders. The oversight goals are to ensure annual reports and taxes are filed, and that elections follow the rules. And in the case of the Banking and Securities Division, if a corporation's assets fall below $1 million in worth, or it has fewer than 500 shareholders, it doesn't need to file reports at all. Unhappy shareholders have a right to call meetings to force action, and if they're really unhappy, they can take a corporation to court -- although, as shareholders of the 13th are learning, that's easier said than done. Liz Ross, a former president of the corporation, called a meeting in October, and even paid for the teleconference, but says none of the board members participated. "There are just a myriad of obstacles that prevent us from exercising our power in any meaningful way," said Carl Hart, another dissatisfied shareholder.
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