Published April 2019
One of the main responsibilities of being an Ahtna shareholder is to vote in Ahtna elections and on other matters appropriate for a shareholder vote.
Voting in elections ensures that your voice is heard in any decision-making process. Shareholders who own voting shares are responsible for ensuring the long-term strength of Ahtna by electing a Board of Directors. In addition to providing guidance and leadership, the Board establishes policies for achieving Ahtna’s strategic goals. This election normally occurs at Ahtna’s Annual Meeting of Shareholders. Other matters are also occasionally presented for a shareholder vote. This year, Ahtna shareholders will be voting on a resolution to amend our current Articles of Incorporation to reduce the quorum requirement from more than 50 percent to one-third (33.33 percent) of eligible voting shares.
What is a quorum?
Alaska law states that a minimum number of shareholders must be present in person or by proxy during shareholder meetings in order to elect Board members and make other important decisions. This minimum-participation requirement is also known as “quorum.” Currently for Ahtna, a quorum means 50 percent plus one vote of eligible voting shares must be received by the appropriate deadline in order to hold the Annual Meeting of Shareholders.
Following a recent change in the law, Alaska Native corporations may now reduce their quorum requirement from more than 50 percent to one-third by changing their organizational documents. As Ahtna shareholder numbers continue to increase through gifting and inheritance, it makes sense to modify the current quorum requirement. Changes to Ahtna’s organizational documents must be approved by Ahtna’s shareholders. In addition, this change can pass only if at least two-thirds (66.67 percent) of voted shares vote yes, making shareholder participation in this year’s vote very important.
Meeting the quorum requirement is always a challenge. If quorum is not achieved by the time of the meeting, the meeting must be postponed until a quorum can be achieved. Postponing a shareholder meeting to achieve quorum can be a significant expense. Resetting the date requires another round of mailings and promotions regarding the Ahtna election and rebooking an event space for the meeting.
If the Annual Meeting is not held, the Board election could not take place. The election of the Board of Directors is the way Ahtna’s shareholders choose who will lead the Corporation. It is the directors chosen by shareholders who make major transactional decisions, such as investments and distribution amounts.
What is a proxy?
When a shareholder is unable to attend an Annual Meeting of Shareholders in person, he or she may assign a proxy to another voting shareholder who will be in attendance at the meeting. In doing so, the signed and dated proxy authorizes another person to represent and vote the shares of stock for the absent shareholder at the meeting in accordance with the proxy holder. The proxy may stipulate how the proxyholder is to vote, or it may leave the choice to the proxyholder’s discretion.
To be valid, signed and dated proxies must be received by the secretary of the corporation or the election inspector for the meeting at which the proxy is to be voted within the specified proxy deadline. There are several ways to submit proxies: by mail, fax, in person and online using the eProxy website.
Shareholders need not vote at the meeting if they have already voted by proxy; however, a shareholder who sends in a proxy but attends the meeting and registers by the advertised deadline may revoke his or her proxy and vote in person by ballot if he or she wishes to change his or her vote. But even if a shareholder plans to attend a meeting and vote in person, he or she is encouraged to return a proxy to help ensure that a quorum is reached. By returning a valid proxy before the designated proxy deadline, a shareholder’s interests will be represented even if his or her plans change and prevent attendance at a meeting.
Every shareholder who vote can be a catalyst for growth. In addition to submitting a proxy, shareholders can stay involved with the Corporation by spreading the word when Annual Meeting materials are received, keeping a valid mailing address on file with the Ahtna Shareholder Records Department, reading shareholder news and attending nearby shareholder events.