[Senate Report 109-112]
[From the U.S. Government Publishing Office]



                                                       Calendar No. 182
109th Congress                                                   Report
                                 SENATE
 1st Session                                                    109-112

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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

                                _______
                                

                 July 28, 2005.--Ordered to be printed

                                _______
                                

    Mr. McCain, from the Committee on Indian Affairs, submitted the 
                               following

                              R E P O R T

                         [To accompany S. 449]

    The Committee on Indian Affairs, to which was referred the 
bill (S. 449), 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, having considered the same, 
reports favorably thereon without amendment and recommends that 
the bill do pass.

                                Purpose

    The bill's purpose is to rectify a problem in the Alaska 
Native Claims Settlement Act of 1971 (ANCSA), 43 U.S.C. 
Sec. 1601 et seq. As the law now exists, Alaska Native 
Corporations (ANCs) may issue new stock to children of their 
original shareholders born after 1971 and missed enrollees and 
additional stock to Native Elders, but they may not do so 
unless a majority of the corporation's shares approve such a 
change at a meeting of the corporation's shareholders. Because 
not all shareholders attend corporation meetings, however, it 
is difficult at any meeting to achieve a vote in which a 
majority of all shareholders, whether or not represented at the 
meeting, agree to have new stock issued. The bill amends the 
law to require that only a majority of shares represented at 
the meeting itself assent to the issuance of new stock, so long 
as a quorum is present, in order for new stock to be issued.

                               Background

    Enacted in 1971, ANCSA was the vehicle through which 
Congress resolved the aboriginal land claims of Alaska Natives. 
ANCSA created 13 regional and over 200 village corporations. 
ANCSA provided that each Alaska Native living on December 18, 
1971, was entitled to receive 100 shares of stock in a regional 
Alaska Native Corporation and 100 shares of stock in a village 
Alaska Native Corporation. ANCSA defines the term ``Alaska 
Native'' to mean 25% Alaska Native blood.
    ANCSA stock is subject to restrictions on sale and 
transfer. These restrictions remain in place until lifted by a 
vote of the corporation's shareholders. As originally enacted, 
descendants of a Native corporation's original shareholders 
could only acquire stock in the corporation by inheritance. 
ANCSA was then amended to allow the shareholders of a Native 
corporation to gift shares to close relatives. Neither of these 
options was deemed adequate to assure that the children of 
ANCSA's original shareholders would have the opportunity to 
participate in the corporation.
    At the request of the Alaska Native community, ANCSA was 
amended in 1988 to allow ANCs to issue up to 100 shares of new 
stock to:
    (1) Alaska Natives and their descendants born after 
December 18, 1971,
    (2) persons eligible to receive stock in an ANC under the 
1971 legislation who failed to make timely application 
(``missed enrollees''), and
    (3) Native Elders, age 65 and over.\1\
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    \1\ Pub. L. 100-241. A subsequent amendment to ANCSA, Pub. L. 102-
415, eliminated the 25% blood quantum requirements for issuing stock to 
afterborns and allowed corporations to issue stock to those born after 
December 18, 1971, based upon descendancy rather than blood quantum.
---------------------------------------------------------------------------
    Corporations had difficulty issuing new stock under these 
amendments, however, because ANCSA requires that a majority of 
all existing corporation shares assent to the issuance of new 
shares during a shareholder meeting. In contrast, other 
business items presented at a shareholder meeting can 
ordinarily be approved by a simple majority of the shareholders 
present and voting at that meeting. This supermajority voting 
requirement--that all shares, not just shares represented at 
the meeting, assent to issuance of new stock--has proven 
unworkable because of the very large percentage of shares 
needed to be represented at the meeting in order for the 
proposal to be approved. As an example of the difficulty in 
achieving a supermajority vote, only three of the 13 regional 
Alaska Native Corporations have been able to take advantage of 
these provisions to issue new stock.

                      Summary of Major Provisions

    The purpose in amending Pub. L. 92-203 through S. 449 is to 
enable Alaska Native Corporations that wish to issue new stock 
to more easily amend their articles of incorporation. The bill 
therefore includes articles of incorporation as a type of 
document that may be amended by a majority of the shareholders 
represented at a shareholder meeting. This amends the current 
law, which requires that a majority of all shareholders vote to 
amend articles of incorporation.

                          Legislative History

    S. 449 was introduced on February 17, 2005, by Senator 
Murkowski, and was referred to the Committee on Indian Affairs. 
On June 29, 2005, the Committee favorably reported S. 449 for 
consideration by the full Senate.

            Committee Recommendation and Tabulation of Vote

    On June 29, 2005, at an open business meeting duly noticed, 
the Committee considered S. 449 and ordered the bill favorably 
reported to the full Senate with a recommendation that the bill 
do pass.

                   Cost and Budgetary Considerations

    A nearly identical version of S. 449 passed out of 
Committee during the 108th Congress as part of a larger bill, 
S. 2843, The Native American Technical Corrections Act of 2004. 
The Congressional Budget Office estimated that implementing S. 
2843 would have no significant impact on the federal budget and 
that enacting the bill would not affect direct spending or 
revenues. S. 2843 contained no intergovernmental or private-
sector mandates as defined in the Unfunded Mandates Reform Act 
and would impose no costs on state, local, or tribal 
governments. Because S. 449 is nearly identical to S. 2843, the 
Committee concludes that S. 449 has no cost or budgetary 
effects.

               Regulatory and Paperwork Impact Statement

    Paragraph 11(b) of rule XXVI of the Standing Rules of the 
Senate requires that each report accompanying a bill evaluate 
the regulatory and paperwork impact that would be incurred in 
carrying out the bill. The Committee has concluded that S. 449 
will have few, if any, regulatory or paperwork requirements and 
impacts.

                        Executive Communications

    The Committee has received no communications from the 
Executive Branch regarding S. 449.

                        Changes in Existing Law

    In compliance with subsection 12 of rule XXVI of the 
Standing Rules of the Senate, changes in existing law made by 
the bill S. 449, as ordered reported, are shown as follows 
(existing law proposed to be omitted is enclosed in black 
brackets, new matter is printed in italic, existing law in 
which no change is proposed is shown in roman):

Public Law 92-203

           *       *       *       *       *       *       *


    (d) Voting Standards.
          (1) Except as otherwise set forth in subsection 
        [(d)](3) of this section, an amendment or resolution 
        described in subsection (a) shall be considered to be 
        approved by the shareholders of a Native Corporation if 
        it receives the affirmative vote of shares 
        representing--
                  (A) a majority of the total voting power of 
                the corporation, or
                  (B) a level of the total voting power of the 
                corporation greater than a majority (but not 
                greater than two-thirds of the total voting 
                power of the corporation) if the corporation 
                establishes such a level by an amendment to its 
                articles of incorporation.
          (2) A Native Corporation in amending its articles of 
        incorporation pursuant to section 7(g)(2) to authorize 
        the issuance of a new class or series of stock may 
        provide that a majority (or more than a majority) of 
        the shares of such class or series must vote in favor 
        of an amendment or resolution described in subsection 
        (a) (other than an amendment authorized by section 37 
        in order for such amendment or resolution to be 
        approved.
          (3) A resolution described in subsection (a)(3) [of 
        this section] or an amendment to articles of 
        incorporation under section 7(g)(1)(B) shall be 
        considered to be approved by the shareholders of a 
        Native Corporation if it receives the affirmative vote 
        of shares representing--
                  (A) a majority of the shares present or 
                represented by proxy at the meeting relating to 
                [such resolution,] the resolution or amendments 
                to articles of incorporation; or
                  (B) an amount of shares greater than a 
                majority of the shares present or represented 
                by proxy at the meeting relating to [such 
                resolution] the resolution or amendment to 
                articles of incorporation (but not greater than 
                two-thirds of the total voting power of the 
                corporation) if the corporation establishes 
                such a level by an amendment to its articles of 
                incorporation.

                                  
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