[Congressional Record Volume 151, Number 18 (Thursday, February 17, 2005)]
[Senate]
[Pages S1661-S1662]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]

      By Ms. MURKOWSKI:
  S. 449. A bill to facilitate shareholder consideration of proposals 
to make Settlement Common Stock under the Alaska Native Claims 
Settlement Act available to missed enrollees, eligible elders, and 
eligible persons born after December 18, 1971, and for other purposes; 
to the Committee on Indian Affairs.
  Ms. MURKOWSKI. Mr. President, more than 30 years have passed since 
Congress enacted the Alaska Native Claims Settlement Act which settled 
the aboriginal land claims of the first inhabitants of Alaska by making 
each eligible Alaska Native a shareholder in 1 of 13 regional 
corporations and many of these people shareholders in a village 
corporation as well. Each of the corporations was capitalized with land 
and money.
  The Alaska Native Claims Settlement Act was a bold experiment, and 
its implementation was not without controversy. As originally enacted, 
the law provided that a shareholder of an Alaska Native Corporation 
could sell his or her stock on or after December 18, 1991, without any 
intervening action by the corporation.
  This provision could have resulted in massive sales of stock by 
Native shareholders in the ensuing years and caused the wholesale 
transfer of Native assets to non-Native interests. Thanks to the 
leadership of the Senator from Alaska, Mr. Stevens, this catastrophe 
was averted through a series of amendments to the Act, signed into law 
in 1987, which forbade the sale of corporate stock without the consent 
of the corporation's shareholders.
  This landmark legislation brought an end to the speculation about 
whether the Native corporations would survive long enough to fulfill 
the goal that Congress set for them, which was to be the springboard 
for the economic, social and political empowerment of Alaska's Native 
people, or alternatively execute the temporary transfer of land and 
capital which would ultimately end up in non-Native hands. I am proud, 
that none of the Native corporations have opened their stock to 
purchase by outsiders. In fact, I see nothing on the horizon to suggest 
that any of the corporations will take up this question in the 
foreseeable future.
  If history is any guide, the Alaska Native Corporations are destined 
to remain in Native hands for a long time to come. This is good news 
for the Native people of Alaska and it is good news for my State as a 
whole.
  I rise today to offer legislation, requested by the Alaska Federation 
of Natives and the Association of ANCSA Presidents and CEOs, which is 
intended to address a piece of unfinished business left by the 1987 
amendments to the act.
  Under the act, as originally passed, stock in an Alaska Native 
corporation was generally only available to an Alaska Native born on or 
before December 18, 1971 and those who might inherit stock from a 
deceased shareholder. The original legislation gave little thought to 
offering those born after December 18, 1971 a role in the corporation. 
In effect, the original legislation disenfranchised an entire 
generation born after the cutoff date from having a stake in the Native 
corporations. It disenfranchised an entire generation of young people 
from playing a role in the governance of the Native corporations and 
from having an ownership interest in their Native lands.
  The 1987 amendments allowed the shareholders of a Native corporation 
to remedy this unintended consequence by allowing new stock to be 
issued to the descendants of a corporation's original shareholders 
provided that a majority of the outstanding shares agreed. Under the 
1987 amendments, such stock could only be issued to those descendants 
who had one quarter or more Alaska Native blood. A subsequent technical 
amendment allowed the stock to be issued to descendants without regard 
to their blood quantum, at the option of each corporation's 
shareholders.
  Time has demonstrated that the remedy for incorporating the 
generation

[[Page S1662]]

born after December 18, 1971 is an imperfect one. This is sad because 
one of the most important responsibilities faced by the Board of 
Directors of any corporation is to plan for its own succession and the 
succession of the corporation's leadership.

  Since 1987, less than a handful of the 13 regional Native 
corporations have put the question of enrolling the next generation to 
their shareholders. However, all of the corporations that have 
considered the question have voted in the affirmative.
  Why then have more corporations not taken the question to a vote? The 
answer seems to lie in the voting requirements imposed by the 1987 
amendments, which essentially requires an affirmative vote of a 
supermajority of the shares represented in person or by proxy at a 
shareholder meeting. In order for a corporation to obtain an 
affirmative vote of a majority of its outstanding shares, something of 
the order of 80 percent of the corporation's stockholders must be 
represented at the meeting in person or by proxy. Under present law, 
any shareholder who does not attend the meeting or submit a proxy is 
deemed to have voted in the negative.
  When Doyon, Limited, the regional Native corporation for Interior 
Alaska, took the question of enrolling the generation of descendants 
born between 1971 and 1992 to its shareholders at its 1992 annual 
meeting, some 79.2 percent of the shareholders expressed an opinion in 
person or proxy. Still, the decision to approve the enrollment passed 
by the narrowest of margins. This was a record quorum for the 
corporation, which had 9,061 original shareholders, and the record has 
yet to be broken.
  Sealaska Corporation, the regional Native corporation for Southeast 
Alaska, had more original shareholders than any other regional Native 
corporation. Sealaska had 15,700 original shareholders, each owning 100 
shares of stock. Sealaska has never enjoyed a quorum of 79.2 percent 
and is pessimistic that such a quorum could ever be mustered. 
Accordingly, Sealaska, which has been pondering the question of 
enrolling the next generation for many years, has been deterred from 
putting the question to a stockholder vote by the supermajority voting 
requirement in the 1987 amendment.
  Whether Sealaska enrolls the generation born after 1971 is not up to 
me. It is up to the shareholders of Sealaska. But I think the Congress 
owes it to the next generation of Alaska Natives to offer a level 
playing field when it comes to participation in their Native 
corporations.
  In addressing the Alaska Native community, I often make reference to 
a marvelous book by Alexandra J. McClanahan entitled ``Growing Up 
Native in Alaska.'' In this book, A.J. profiled 27 Alaska Natives born 
between 1957 and 1976 and allowed them in their own words to speak 
about what it means to be an Alaska Native. Some of the people profiled 
in the book received stock under the 1971 act while others missed the 
deadline. I will quote from this book for the Record.
  One of these 27 Alaska Natives is Jaeleen Kookesh-Araujo, a Tlingit 
Indian, who grew up in the village of Angoon, AK. Jaeleen is a bright 
young attorney who works at one of Washington's most respected law 
firms. She is precisely the type of person who is well positioned to 
lead her regional corporation, Sealaska, into the future. And she is 
one of many Alaska Natives who was born after December 18, 1971. 
Jaeleen has an opportunity to participate in Sealaska's governance 
because her parents gave her some of their stock as a gift, but she 
remains concerned that others of her generation have been left out.
  This is what Jaeleen said about why it is important to make stock 
available to the descendants.

       I am a shareholder thanks to my parents gifting me shares, 
     but there are a lot of young people who are never going to be 
     shareholders. If you have one parent with several children, 
     they can try to allocate shares to all of them, but some may 
     be left out. Or, maybe you have a Native child who has been 
     adopted who doesn't have parents with shares--whatever. There 
     are going to be a lot of young Native people left out of this 
     corporate structure, and it's really sad. Eventually, there 
     may be a problem because you're going to have a lot of 
     young, talented Alaska Native people going out to get 
     educated. They're going to have a lot of expertise and 
     education in ways that might benefit the corporation, and 
     yet you have to wonder if they're really going to want to 
     be involved in these Native corporations that they don't 
     even belong to. I do want to be involved in the Native 
     corporations because this is my ancestors' land that 
     they're managing and developing and protecting . . .

  I am not going to tell you that each of the 27 young people that A.J. 
profiled feels the same way. Another young Native profiled in A.J.'s 
book supported the status quo in spite of the fact that he was born 2 
days after the cutoff.

       I really don't think it's necessary to adjust for the 
     future generations. The idea of gifting and willing stock is 
     a really efficient method, and I think we ought to stick with 
     that, rather than having to expand and degrade the stock, 
     allowing the children to be shareholders. It's unfair that we 
     as children born after December 18th are not shareholders, 
     but in order to keep the integrity of the stock, I think it's 
     essential that we continue on with the method of granting, 
     gifting and willing stock.

  The final quote is from a Doyon shareholder who was involved in that 
company's decision to make new stock available to those born between 
1971 and 1992.

       When I first started I thought, ``I don't want my dividend 
     to get smaller.'' I was an intern in Doyon's Shareholder 
     Relations, so I was involved in the committee that was 
     studying the issue to enroll children born after 1971. When 
     it was time to vote, I thought: ``Darned if I'm letting my 
     nieces and nephews not be involved.'' I was a total 
     turnaround. There was no way I was going to leave them out. 
     There was no difference between me and them. They were just 
     born later.

  As you can see, there may not be unanimity on the question of whether 
new stock should be made available to the descendants. But I think we 
all can agree that the debate is a healthy one and the debate will not 
take place in earnest unless Congress relaxes the supermajority 
standard imposed by the 1987 amendments.
  The legislation I am introducing today would allow the shareholders 
of a Native corporation to authorize new stock for those born after 
December 18, 1971 by a majority vote of the shares present and voting 
at a duly constituted meeting of the shareholders. Shareholders who 
want to make the stock available will have the opportunity to vote yes. 
Those who do not will have the opportunity to vote no. Those who choose 
not to participate, place the fate of the question in the hands of 
those who choose to participate. The majority prevails.
  The 1987 amendments authorized Native corporations to make additional 
shares available to Native elders and to enroll those who were eligible 
to receive stock as original shareholders but who failed to enroll. The 
number of missed enrollees is expected to be small. My legislation 
would change the voting standard for these two categories to a majority 
of the shares present and voting as well.
  I ask unanimous consent that the text of this legislation be printed 
in the Record.
  There being no objection, the bill was ordered to be printed in the 
Record, as follows:

                                 S. 449

       Be it enacted by the Senate and House of Representatives of 
     the United States of America in Congress assembled,

     SECTION 1. TECHNICAL AMENDMENT TO ALASKA NATIVE CLAIMS 
                   SETTLEMENT ACT.

        Section 36(d)(3) of the Alaska Native Claims Settlement 
     Act (43 U.S.C. 1629b) is amended--
       (1) by striking ``(d)(3)'' and inserting ``(3)'';
       (2) in the matter preceding subparagraph (A), by striking 
     ``of this section'' and inserting ``or an amendment to 
     articles of incorporation under section 7(g)(1)(B)'';
       (3) in subparagraph (A)--
       (A) by striking ``, or'' and inserting ``; or''; and
       (B) by striking ``such resolution'' and inserting ``the 
     resolution or amendment to articles of incorporation''; and
       (4) in subparagraph (B), by striking ``such resolution'' 
     and inserting ``the resolution or amendment to articles of 
     incorporation''.
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