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so we just had a good discussion on tribal jurisdiction in Alaska and we're gonna switch gears a little bit and talk about the challenges and opportunities for Alaska Native corporations which of course blend in with the previous panel and and build on that and we have five distinguished panelists we're gonna take on various aspects of this topic and I'll I'll introduce them in the order that they're gonna be presenting to you here this morning first Kim right Meier she's gonna be presenting on the acts of regional corporations and their social economic and political impact on our local state and even national landscape Kim is uniquely qualified to do that she has served as executive director of the anchor regional Association since 2011 the Association was incorporated in 1998 and it includes membership of senior executive leadership from each of the thirteen regional Native corporations as well as the president of AFN the Association exists to promote the understanding and intent of Ansah and the role of the regional corporations in creating a sustainable economic future for Alaska native people prior to her current role as the anchor regional association executive director Kim served for nine years as commercial services lead and chief of staff for Alyeska pipeline service company and before Alyeska Kim was the director of Alaska heritage tours Kim is a shareholder of cognac Inc and holds a bachelor's degree in business business administration from the University of Alaska Anchorage in 2005 she was inducted into the Athena society second Erin shut will be presenting his excellent paper on seven I in exa bangsa which was of course a statutory effort by Congress to equalize the disparity amongst the corporations some of whom were richer in resources than others by incorporating a requirement whereby the regional corporations would share resource revenues received from axle lands with the other 12 regional corporations aaron has worked at doing on limited since 2006 as a senior vice president and chief operating officer and since 2011 as its president and CEO Erin clerked for Alaska Supreme Court justice Alexander Brunner after graduating from Stanford Law School he holds a Master of Science in civil engineering from Stanford University and graduated with honors as an S town Stevenson scholar from Washington State University with the Bachelors of Science in civil engineering he serves as a director of aquila Inc the Rasmussen fan foundation and the Alaska Native Heritage Center he also coaches youth hockey Aaron is Athabascan and is an enrolled member of the native village of Tanana he was born in Anchorage and raised in Tok he is married to Melissa Flannery and together they have two sons and a daughter a third mod Blair to my left will present her excellent paper on issuing new stock in exit corporations which is in itself a controversial even contentious proposition for corporations to assess and then involving a complicated process for those electing to proceed mod has a super background to cover this territory she is the vice president of the Alaska Federation of natives she previously served as in-house counsel for an ANA Development Corporation which is a wholly owned subsidiary of Nana regional corporation Inc mod received her undergraduate degrees from the University of Alaska Fairbanks her law degree from Arizona State University she and many of her family members are Nana shareholders she lives here in Anchorage and all that serves in a variety of very important policy thing roles here in our community on behalf of Alaska Natives and much to Erin's dismay and chagrin as a Stanford guy I'm pleased to introduce our last two panelists to Duke students I'm a Blue Devil myself Christian Basque Vasquez he has a note that he has in your materials that analyzes in general terms the rise of ANC's and assesses whether the business attributes of a and Caesar best aligned to improve the lives of Alaska Natives hailing from heylia Hialeah Florida Christian is a third-year student at Duke law he worked at Jones Day and Sherman and Sterling where he plans to return after graduating he graduated with a BA in history from Yale in 2013 where he was editor of the Yale Daily News an active member of his residential college council and president of the Cuban America Cuban American undergraduate student Association during the summer of 2012 he served as fact he served as secretary fellow for Ken Salazar at the Department of Interior working on the first lady's you know initiative let's move in Indian country Will Robinson to Christians right will present his paper on the benefits of a B Corporation statute for Alaska Native corporations wills a third-year student at Duke law he also attended Duke as an undergraduate and during that time served as editor-in-chief of Duke student newspaper The Chronicle after graduating in 2011 with a bachelor's degree in public policy he spent three years working as a business and finance journalist at Bloomberg in New York since returning to Duke for Law School in 2014 will has been involved with the Alaska Law Review and is currently the art of executive articles editor he plans to practice law in his home state of North Carolina with Smith Andersen law in Raleigh I necessarily agree with well and Christians conclusions but I can confirm that they have great analytical tools considering that Stanford is considered pretty universally as the Duke of the West wellthat said we're going to begin with our speakers organisationally will will proceed in the order just described each beaker will have ten minutes to present their their materials and will try and hold to that such that if we can do that we'll have ten minutes for actual interchange between the panelists which I think might be really interesting and still have ten minutes left at the end for questions and answers so with that camp thanks so that we're on I'm gonna start my timer here so that we I realize we are the panel that stands in front of you and lunch so we'll try to get this moving sure my my name is Kim right Meier I'm the executive director of the anchor regional Association I am a shareholder of coney egg and a member of the shinnok tribe my I am the granddaughter of Hank Eaton and I am the daughter of Perry and our Dean Eaton I have to admit when I was voluntour this panel today I got a little bit nervous of the audience and and and who we were speaking to and then we walked in and I saw Willie Hensley and georgiana in Lincoln and my heart rate went up a little bit and then a few minutes later I had three people asked me if I was Reena feel nope so I'm just gonna ride that good vibe for a while and and really take that one so so really my presentation this morning I get to lay the groundwork of the the ank's of regional corporations so what that means is I get to tell the story of the regional corporations and then you get to ask all the difficult questions to our esteemed panelists over here so 45 years ago when we signed anxia I think no one really knew what we would be today and where we would end up we took a very different approach from from a reservation system and I listened to the stories that my grandfather told me when he was in Washington DC and and the meetings that they had and I had an elder from the Ahtna region tell me it was basically like one day we put down our hunting rifle and the next day we had to pick up a briefcase and so no one really knew where we would be and in the last couple of years I had the opportunity to get out within our state and outside our state and talk to businesses and talk to them about the answer regional corporations and the success that we've had and the success that we have going forward and where we've come so so really I think my grandfather would be really proud today 45 years later to see what we've done to see the successes that we have to see the opportunities in front of us but also understand them understanding the challenges that we have that lie ahead so there we go we all know anxa formed essentially 13 regional corporations and over 200 village corporations our largest landholder is going on they have 12 and a half million acres of land our shareholders we have about now last count 121 just a little over 120 1000 enrolled shareholders in our regional corporations that ranges from you know one of our smallest regions has just under 2,000 shareholders one of our largest regions has over 22,000 shareholders we have six of our regional corporations have open enrollment celesta just recently voted to open their rolls so I think currently they reside around a little over 13,000 shareholders 13:5 by the end of 2017 I think they're estimated to go to close to 50,000 is that kind of 40,000 Andrew guy is here from chillest at today so so that's a big change to that organization that they're gonna see in the next couple of years so well all 12 regional corporations there are for-profit entities while they all have very diversified business operations that we can talk about a little bit later you can really drill down their missions all collectively into essentially three buckets that I've discovered and it's basically profitability and the economic self-sufficiency it's the preservation and celebration of our heritage and it's the ownership of our land so really those three three things drive our regional corporations and this slide got into my deck because I just spent the last three days in Kenai for the State Chamber of Commerce their fall for him in their policy for him so I might have been multitasking a little bit putting this presentation together while I was there but one of the things that we commonly hear in Alaska is that only 1% of the state is privately owned there's no private land for development how can we how can we move forward economically so when you look after the passage of ansa anxia increased private land ownership by thirteen hundred percent so now the with the inks our regional corporations and the village corporations they own roughly 12% of that of land of Alaska or better yet what I like to tell people is the an SI zone 92% of the private land in Alaska so what that means is when we're going out and we're developing our land and our projects and our resources we have to do it very very consciously because it's about that culture and it's about that heritage that we tie back to you know you look at the investments that that chillest ax has with Don and gold you look at - cotton ooh Commons that Siri has done you look at our cultural camps and you look at the investments that are being made those are very conscious decisions about preservation of our culture and our land and ensuring that we have that success moving forward so real quickly I'll talk about the anchor regional Association my board of directors are the twelve CEOs of the regional corporations aaron is on my board and ruqaiya mentioned is here today as well our 13th board member is julie Kitka representing from the Alaska Federation of natives and really as Bruce mentioned we were formed in 1998 because then president of Siri cara mars really felt that he wanted to keep the regional CEOs at the table and talking and looking at collaborative efforts that we could do and also really because when we went to Washington and DC and we went to Juneau no one really understood the economic impact that our Native corporations brought and what we stood for in our state and the value of recognizing our people and the and the corporations that we do so really what we started to do is we produced an annual economic impact report which is our aggregate report of all 12 regional corporations this report is is yet it's it's to go to print any day this is our cover of it and I always say you know we're always kind of producing about the time at afn or later in the fall I always want to have it printed a little bit earlier but I want I always used to say that we didn't print it because we had we're collecting data from 12 regional corporations with 33 different fiscal closes so that itself presents an issue but now I've decided that the reason why we did delay a little bit in our printing is is we base it one of our good metrics off the top 49 or data and that data just came out a couple of a week ago and so so that's we should be off print here and and ready to go with that in just a little while so the top 49 our data as you know really provides a good look at private business in Alaska and I like to tell people that if you're doing business in Alaska it's probably safe to say you're doing business with or for an Alaska Native corporation someone told me and I haven't verified it but they said you know go stand up in the BP tower and look out over Midtown probably one in five buildings is either owned or operated by an Alaska Native corporation the impact that we're having in our state is significant so the the Native corporations have really dramatically diversified Alaska's economy I've put together some groups collectively to say what business industry are we not in and we've not been able to find one so really I just mentioned I was in Kenai Ana and I was on a panel about an industry update and I was there representing the ANC's as an industry and so it's really kind of you're up there with mining and tourism and Fisheries and and recognizing that our agencies are one of the powerful economic engines of our state it is a really good thing and so one of the other things that I like to point out to it is our Native corporations have really reversed the resource extraction economy and what I mean is typically we had come that came into our state to do business that weren't headquartered here all of our regional corporations are headquartered in Alaska doing business globally and bringing those profits back in to our state into our community and into our people so this is a first look at the top 49er data that we like to look at so for revenue we had of the top forty nine companies 11 billion and it's 56 percent of that was for our anchor regional corporations when you add in the eight village corporations that make up the ANC's on that top forty nine nine our data you get 270 let's just jump to 74 percent of the revenue in our state by our top companies are from our Alaska Native corporations when we look at jobs globally you know 62,000 jobs eighty-five percent of those jobs are from our ANC's when we look at just Alaska jobs spiffed over 50 57 percent of our jobs are provided by our Alaska Native corporations those are jobs and that is payroll we have from Alaska standpoint we put 1.1 billion dollars back into the state for payroll in Alaska alone so total revenues real quick for 2015 was eight point seven billion that was up just 1.6 percent from 2014 we like to run a five-year average and our average revenue for five years was eight point six four billion dollars so when we look at eight a revenue eight a revenue has been on a steady and significant decline over the last five years and so between here we are ten minutes that went really quick I'm gonna keep going just a little bit longer so we look at revenue has ad revenue has significantly dropped one of the things I'll point out is while 8a revenue is dropped we've consistently remained relatively consistent of total revenue so we're looking at diversification in the portfolios when we look at return to shareholders and descendents this is a great measure that I love to look at so one of the things I love to point out is in the last five years our inks or regional corporations have paid out more than 80 percent of their net income to the shareholders and descendants through dividends scholarships and our donations to our cultural nonprofits I challenge any organization Boeing I mean let's let's look at what they put back in so 80 percent is put back in and focusing in on the non profit contributions alone on average 18 million dollars a year that's from health care to housing that we can put back in and dividends last year have over a hundred and seventy 1 million dollars so I'm gonna leave you with this light because this light I really like and you kind of digest it as I make my closing remarks I use this in Juneau in DC a lot this really shows kind of the economic impact that we re having as I mentioned I was in in Kenai at the chamber but also joining the chamber there was the Pacific Northwest chambers of commerce and it was great to point out to them that we have 78 million dollars of payroll that go back into that community so it's really important that when our delegates are are lobbying for issues for us that we also have this data so that we can garner advocacy in DC when we go out and have these conversations so really looking to hopefully the successes that I've talked about have really have really led to the opportunities willie hensley before he left he said you know I look at this room and I see the youth and you're living the dream you're living the dream that we set up for you 45 years ago and that really is what our exit' corporations have done for us and what we'll continue to do we have huge challenges of us we have you know a political framework that really is a challenge we have our current fiscal situation is presenting a challenge we have a drug epidemic in many of our communities that we can't ignore but but our regional corporations are focusing in region as well you look at the Bristol Bay fund that Bristol Bay native corporation is putting back putting back into our region's putting back into our state and and you look at the expansion of our businesses into tourism into the IT sector we're being bullish in an economy that provides a lot of uncertainty for certain areas so it's really nice to be that shining star when I get to go to these economic forums and be that success story and that's because of the work that that people did for us 45 years ago so with that I will close my remarks and get to our next panelist I don't know how to close it Ryan mr. shut yep it's really surprising to me in a room full of lawyers we're behind schedule so how did I get here today I'm gonna tell you a little story and she happens to be here one of my longest serving board member at Doyon georgiana lincoln who's a former state senator and lots of other roles she called me class maybe December January and said I have a few things for you I want you to go through well sure so the next week I walk into the office and there's a big blue tub those who've been drool asked you know what I'm talking about I open it up it's going on records from the 1970s this is great so I spent that weekend looking through them the next week I come in there's another blue tub and another and another and another in total I think there were thirteen tubs big blue tops that appeared in my office and frankly the records in them are invaluable we have some of them at doyon apparently we're not as good at corporate record-keeping as Georgiana but they also had records from AFN committees early on Tanana Chiefs things I'd never heard of even though I've studied tanks and native law here for example the Interior studied the regional impact or the impact of inks on the region in the early 1970s and it compiled several volumes in the mid-1970s it's another thing that I learned early on was that banks of section 7 I took up an inordinate amount of time for banks of boards and inks of staff in the 1970s those of you who aren't familiar think so it's only it was only two sentences it was an example of wonderful policy very poorly implemented and so all it said was 70% of the revenue derived from timber or subsurface patented to a regional corporation will be shared with the other 12 regional corporations annually that's what it said we know what it meant if it was something to help equalize the disparity in economic situation early on it helped facilitate the passage of the Act the reason I say it's bad policy if we didn't have a person like Reina and Washington DC at the time to make sure that there were regulations or things to implement those two sentences so what happened was I guess a lawyers dream many lawyers dreams in fact there were annual cases filed between the regions and amongst the regions and village corporations fighting over what those two sentences meant for example the words patented to it I guess federal land lawyers know exactly what that means what ank's of corporations argued over it and actually the first results from the district court here in Alaska prove that ank's is unique because it's not what federal land lawyers would argue patented to it meant there were many many other things what resources when do you have to pay what do you get to deduct what are these concepts of gross revenue versus shareable revenue versus expenses you can offset all those things were litigated in the 1970s to the point where and this is where the Doron records become really important to my paper giving it a little context DeLeon passed a resolution arguing that we should repeal section 7i that would have been really bad does anybody happen to know how much money dyad has received from section 7 I my estimate I don't have complete records but my estimate is 300 million dollars of which 150 million or so went out to our village corporations that are at large shareholders so thank goodness that the Senators and Representatives didn't listen to us in 1978 when we passed a resolution say repeal so vadai so there was this decade of litigation that went on and on there was also a lot of other litigation around and so and lands selections between the state between the villages sometimes between the regions on where the boundaries are so Inc secreted an opportunity for lots of lawyers some of them are here in the room that have helped us through all of that then in the late 70s the regions decided it would be a really good idea if we stopped fighting amongst ourselves so maybe we should have a settlement and Byron millat was at Sealaska at the time he invited all the regions to a meeting in Warm Springs Oregon to talk about a settlement and they came out of that meeting they kicked all the lawyers out of the room to good tactic and agree that there should be a settlement agreement and they started working on it only took two more years it's a hundred it ended up being a hundred and twenty one page document that some described as a lawyers and accountants dream so now we've included two CDs it's written sort of like the tax code for those of you who enjoy tax in the way that you have to go through these multiple iterations to figure out how much is shareable what goes in the big part of the following comes up the other end and that was supposed to settle everything and it didn't then there was almost ten years of arbitration cases which are not reported so I had to go dig those out of old files some of them do I've had some of them some helpful lawyers around town shared with me until finally in the nineteenth early 1990s the agreement was amended which requires all twelve regions to agree and we've had relative peace since that time among the regions on section seven I and overall impact of section seven eyes almost my calculation almost three billion dollars has been shared among the regions so we know Congress provided inks of corporations with just under a billion dollars through this provision three billion has been shared among them it's hard to overstate the importance of the Section seven I sharing and keeping Native corporations alive and healthy especially in their late 1980s mid 1980s through mid 1990s when so many were going through trouble there some of them they're only consistent source of revenue that was seven I to keep him alive to help them pay their lawyers and accountants I guess which is what was what was going on so much in those days and so one of the things that I found timely people have asked me how did you find time to write this paper serving as before I was president I actually founded an obligation based on the papers that Georgiana shared because so many of the stories were buried in these records that are specific to corporations you'll see some flavor of how doyon handled these situations in the 1970s 80s 90s where there were very important topics being discussed I guess including the repeal 7i and then again lots of unpublished decisions that were in our corporate records arbitration decisions early district court decisions and when you look at how much is tied up in seven I currently I think it's important for the new generation the next generation understand this super important part of our act when you look at our income statements even at regional corporations it's one of the largest line items even for a fairly sizable corporation like a toy on the 7-i line is big it's also super important when we look at developing our own resources and exploring from there's very important policy decisions that haven't been involved with that dawn for ten years now that are tied up in those couple sentences that that Congress kind of threw in to facilitate passage of the Act so I was actually excited to spend my nights and weekends going through those records and doing some legal research and have the opportunity to put that paper together I'm probably very close to being out of time so we kind of keep it fairly short today but very pleased to have the opportunity to talk a little bit about my favorite section of hl7 I thank you it really first full treatise I've read on 7i that's as comprehensive and historic as it ought to be considering out it's important so thank you Aaron for taking those nights and weekends I next up mod so he talked a little bit about what inks and corporations are next we'll talk about who gets to participate in those corporations a couple of disclaimers first I worked for Nana on shareholder issues for many years so I know their procedures really well for the other corporations I pulled their articles of incorporation looked through their website and talked to their attorneys I'm by no means an expert in their procedures so I might have misunderstood something in there so I apologize for that also I'll be talking mainly about regional corporations instead of village corporations because that information is more readily available so the original regional corporation shareholders were separated into two types those people who were also enrolled to a village corporation and other shareholders that we call at-large shareholders in order to become an original shareholder you had to be a United States citizen who was alive on December 18 1971 you had to have one quarter or more Alaska native blood you also qualified for that if you were regarded as Alaska native by the native group or village that you were claiming membership in the BIA Bureau of Indian Affairs made the original determinations and each shareholder received 100 shares of regional corporation stock if they were a village corporation shareholder they also received 100 shares of village corporation stock and the at-large shareholders receive a share of the 7i distribution originally that stinks of stock was set to lose the inks of protections and restrictions after 20 years but as that deadline got closer we realized that this was a really good vehicle for the native people in Alaska so the law was amended there was a push to preserve those stock protections and also a push to include others as shareholders now there is a process that corporations can choose to follow to issue new stock to additional people it requires a change to the Articles of Incorporation which requires a vote of the board of directors and a vote of the shareholders the first type of stock that corporations could choose to create is for people who missed and the original enrollment back in the early 70s communication wasn't what it is now where every man woman and child has a cell phone that works in villages and out and when you're hunting and everything communities that were connected may have had one radio in the community that you got weekly messages on compounding that problem was that predominantly native languages were spoken in our rural areas some people a lot of people didn't even speak English or it spoke very little English on top of that you had the Vietnam War going on so there are all these factors that led to some people not being enrolled to corporations when they should have been so in 1988 Congress amended to allow corporations to issue shares to people who met all of the acquirements for the original stock but who were erroneously left off the rolls or missed the application deadline ASRC nana doughy on coney egg see alaska and now a lista have decided to issue that stock to people corporations can also choose to issue stock to elders respect for elders is a core value of all of our native cultures in the state so Doyen and sea Alaska have created elder shares I do want to note here that other corporations have found ways to give an extra benefit to their elders without creating stock some corporations have elder settlement trusts or use the health and welfare and education exemption in anka to give a benefit to elders that's not on a per share basis which is what is generally required in corporate law finally the biggest addition of shareholders is in the form of those born after 1971 that was a firm cutoff date that separated families in some cases parents had stock but children didn't or one person had stock but their siblings didn't so a lot of people felt that it was important to include two children born after 1971 a.src Ahtna Nana doyon C Alaska and Joe lista have chosen to issue that kind of stock now it's not just a quick decision hey we're gonna give stock to these people there are a lot of different terms and conditions that you need to make decisions on as you're going into issuing this kind of stock there are some conditions that are true for all ank's of stock whether it's original or new no inks the stock may be sold pledged subjected to lien or judgment execution or treated it as an asset in bankruptcy that's true for all stock the stock does permit the holder to receive dividends and distributions and it confers shareholder rights it may be transferred pursuant to a court degree of separation divorce or child support and no anks of stock has voting rights while it is held by a non-native the original stock can be gifted this is a provision that they put in so that corporations that did not give new stock to their children parents could transfer stock to that child to make them a shareholder of the corporation the gifting provision only goes downstream though you can gift it to your child grandchild great grandchild niece nephew brother or sister you can't go back upstream and try to gift it to your parents so one-way street there let's see original stock can be inherited you can leave that to your children it will always exist now when you're thinking about issuing new stock this is where we start with the decisions that you can make answer says that you can only issue you can issue no more than 100 shares of stock to any one individual of this new toy a stock so some corporations have done some interesting things with that Doyen issues 30 shares to a minor upon enrollment and they issue an additional 770 shares to that shareholder when they turn 18 anna has a little twist on this where you get the additional 70 shares at 18 if you have a high school diploma or equivalent you have to wait till you're 21 if you don't have that you can choose to make your new stock life estate or inheritable like the original stock if it's life estate it reverts back to the corporation upon the death of the shareholder to whom it was issued that helps with dilutions all corporations that created stock for those born after 1971 have chosen to make it life estate stock you can choose to give your shares limited or no voting rights so Doyle and see Alaska created elder stock it's non-voting for both corporations you can choose to restrict stock from being gifted that makes sense if you're issuing life estate stock otherwise if a parent gifts all their life estate stock to their child that corporation still has to track the life expectancy of the parent who's no longer a shareholder of the corporation another choice that a corporation can make in issuing stock to those born after 1971 is whether or not to have a blood-quantum requirement so originally when the the statute was amended it was to issue stock to natives born after 1971 and that still had to meet the stat tory definition of Native which included the 1/4 or more blood quantum well Congress later amended that to say you could issued it to descendants of natives so you could have a lesser blood-quantum amount or no blood-quantum amount as all at all which i think is what chillest a-- is doing you can choose to have deadlines to apply or tie certain stock to original shareholder ship Nana used to have a deadline for their missed enrollee stock they knew who everyone was and could get them all enrolled by a certain deadline so they put that in there well came to find out afterwards that we missed some people still so they went back and just took out the deadline altogether and hopefully we have everybody in who originally qualified first stock see Alaska and going on their elder stock is only available to original shareholders so those people who were originally rolled in 1971 now at a very important consideration when you're looking at issuing new stock is dilution of that stock and some corporations have gone at this differently the Kuskokwim corporation authorized the creation of 200,000 shares to be issued at 100 shares of peace to 2,000 individuals born after 1971 that gives them an opportunity once they hit that max to take a step back look at how the corporation is doing and reassess whether they want to issue more stock or just hang on for a little bit the other end of the spectrum Nanna created 5 million shares of stock for those born after 1971 anticipating that they'd have plenty of shares for the foreseeable future to give out so that's just a brief look at some of the decisions that go into making it that go into issuing new stock some corporations were very early on jumped onto this bandwagon and and issued stock to their children at Nana I've been told that it there wasn't even a question it was of course we're going to include our children but it's a it's a very personal decision for every region and you have to balance the needs of the corporation and the shareholders and your vision for the future so quick thanks very much mod and again I encourage people to look at mods paper it's a excellent treatise on again a pretty complicated topic where she brings in all of the relevant legal provisions into one place Christian yep so I think will and I are actually going to kind of have this be more of a conversation because our notes kind of argue two sides of a different point so I will actually let him introduce the papers analyzing Native corporations in Alaska adopted a benefit corporation statute and just to give some background on what that is a benefit corporation is a new form of legal entity that the majority of states have now adopted Alaska house is considering a bill right now that would institute one and it's somewhat like a hybrid between a non-profit and a for-profit corporation it does allow nonprofits aren't allowed to have shareholders or pay dividends obviously but this does allow for that however the benefit corporation specifies public benefits that it commits to pursuing in addition to in addition to promoting shareholder value and and maximizing dividends and then those those public benefits are enforceable in a benefit enforcement proceeding not just shareholders could could bring a cause of action under that but any member of the public to to enforce the corporation adhering to to the public benefits that it's committed to pursue so I wrote paper you know arguing that this is something that Native corporations might look at obviously I you know talk to Aaron and Bruce and changing a legal entity it's quite a task would require two-thirds shareholder approval basically which the regional corporations would be an enormous an enormous endeavor but it's something that might be worth considering and and I think the key difference to to highlight is that as corporations shareholder primacy is required obviously but within that there's a lot of flexibility the business judgment rule you know allows for doing a lot of things that are related to boosting shareholder value like donating money to a non-profit that's most a big Native corporations do so so really the way to think about what the difference would be if the native corporation did convert from a from a for-profit pure traditional corporation to a benefit corporation is that it would be a big shift from what's currently allowed what's currently just allowed to actually what's required so currently donations to nonprofits are allowed under the business judgment rule settlement trust elder settlement trusts are obviously obviously allowed under X M and as a benefit corporation the native corporation could specify a public benefit for example preserving culture and heritage and preserving land and then that would then be required legally as a function of its legal entity Christian wrote a paper pointing out a lot of the problems with the statute or concerns that and there are a lot of concerns that people in academia have identified with a statute which I'll let in yes so my favorite kind of starts by tracing the evolution of the ANC's and as mod even alluded to you know different turning points in which it was amended you know the continuance of the inalienable 'ti of transfer but then how some you know corporations were able to change it so that they could pass it on to those born you know after and this occurred like in 91 I think is when they kind of reassessed everything which is interesting because I guess the panel is about the future and I guess 91 is roughly when people nowadays the youth would be in college or thoughts finished college so it's interesting to think about but beyond that one of the big holes that I put into the argument about the B Corp stature I think the B Corp statute is great for some there are plenty of B corpse Ben and Jerry's of the B Corp Patagonia is a B Corp and they've done great things but you I don't I don't know what would happen to the amendments that have allowed the ANC's to not have to file the same SEC requirements as other larger corporations currently only a certain threshold is reached and then they have to fill the kind of Alaska mini regulatory statutes the blue sky laws so that's one major point I don't have converting to a B Corp that opens you up to do you have to file to the SEC federally every single year after that the enforcement proceedings like will mention you can open yourself to the public to enforce some sort of a benefit that your corporation was going to confer so then in this case would there be litigation from non-natives kind of saying oh you didn't confer this benefit that you promised to this community that it and this person is not necessarily Native it's so you know that's some sort of litigation that could be on the horizon and I kind of don't see how would fulfill I see it as a vehicle that's more accountable than the current I think the current structure doesn't have as many hardline rules but the current structure is open to a lot of different you know benefits that the B corpse that the ANC's kind of already give and I think that Kim's kind of presentation alluded to those scholarships advocacy employment opportunities cultural preservation etc so yeah I mean I hope you have some time to read the papers we we kind of wanted to write something that was a little more forward-looking and you know we don't even know if it'll pass the legislature at the moment and one thing to note is it I mean spoken to people in the legislature they said that this bill was proposed to provide opportunities for companies like in the mold of Ben and Jerry's or Patagonia they just want to show the public that they're committed to promoting the public good or promoting public benefits alongside promoting shareholder value when this bill was proposed in the Alaska House it wasn't proposed with Native corporations in mind and they they have I think maybe had some comment on it but it wasn't a native corporation focus bill so we just decided to analyze what it what it might look like or what it what what challenges or opportunities it might present within the theme of our our symposium for the Native corporations or even if the B Corp LED bill right now might now change to reflect kind of concerns from Native corporations that's another kind of aspects that we looking into but yeah I think we're able to bring it in within nine minutes before at lunch so hopefully we can have some time for questions and the notes that they've drafted they they're interesting they will be published and there's some references in there to Gao reports that have been critical of the existing structure and benefit allocations from the Alaska Native corporation so these notes may very well generate some some conversation and maybe I'll just put Erin on the spot for a second to take off his 7i hat for a second put on his business hat and what would be your reaction to the thought of converting the an Alaska Native corporation out of the Alaska Corporations Act and making it a a benefit corporation yeah thanks before I forget I meant to say this in my presentation one great source if you're doing original research in the state is actually across the hall these special collections here at the consortium library and you'll see it referenced several times in my paper they have wonderful records so glad I remember that second time to your question they've identified one of the major hurdles that would make me unwilling to even consider it which is that I would need a two-thirds vote of outstanding shareholders that going on to vote yeah and we get a quorum annually of just under 60% so we would fail even if we were excited about this by about 7% or 8% if a hundred percent voted yes we would still fall well short so that's a fundamental hurdle in most inks of corporation articles of incorporation to amending them that make this pretty unattractive but on the other side a lot of us already do many things that are intended by the Wetherby Corp Act we give more money away at going on every year than we can claim tax benefit for you will not find many corporations in America that do that Native corporations that's probably not a unique story at all we have programs that we run that no one else runs training programs where we pay people to be trained to get ready to work for us not many corporations do that they obtain current employees but training people paying for everything that maybe they don't even go to work for you in many cases they don't that's fairly unusual we have community programs that I know Nana does a great job in their region having community programs in doyon does some as well that are benefiting communities that some cases you know the population is certainly not a hundred percent Dorion shareholders so we view many of those things already and you'll find those ingrained in our mission statements sometimes in bylaws and many other organic corporate documents that kind of do the same thing already that said they're probably a few village corporations maybe a region or two that would look at a Ecore alternative if they haven't done those other things or they feel more secure in what they do do that type of statute so it's sort of an interesting thanks well we actually have a couple of minutes for questions from folks we have quite a brain trust here assembled so thank you can you hear me was it working okay Joe Nelson I'm currently chairing the Sealaska board but so I'm appreciating and absorbing everything and I'm just having lots of recollections too you know the the Law Review that I've worked on many years ago but the B Corp issue its what I've shared with folks just in general is the Western world is ready for us to be Native again as the corporate as as the corporate person is you know the world is ready because we had this in 71 put things down and walk into these boardrooms with the briefcases as we said and now the world's ready for us to be Native again and so and we're already doing the B Corp mission the triple bottom line that's what we do but the opportunity that I see here if this goes through because it's not about answer corporations it's about the rest of the world looking at profit and the the world or social responsibility basically and an opportunity in our native realm is for the ANC's and the tribes to go in together on a B Corp because right now those structures are set up separately and we do things separately in our silos and we do things out every now and then but to me the opportunity is for the tribes and the corporations to come together and set up be Corpse that way rather than wrestling with our two-thirds hurdle there so just friendly suggestion as you keep pushing on this thank you my name is Ralph Lou Scott I have a quick question thanks for referring to yourself as a brain trust is one for you we have a village corporation is dissolved of course we're all we're all organized organized under state law and you have this biannual report you have to file every two years and so we have a corporation that's been dissolved for thirteen years or approximately because we couldn't find lands that they their 6,000 acres so what do we do when we can't get through the state door to get reincorporated what does that village do yes I will I know it's happened in our region at least once I don't know exactly what they did but if you get with me afterwards I'll get you in touch with people that helped and I in our case in the region I know the state was very good about working with the village corporation on helping them get back into good standing and filing their budget reports and paying their dues and having their first reconstitute handle meeting those things so it has happened and this was in the last 10 years or so so hopefully where's our AG people that they'll instruct the division of corporations to help your village corporation do that as well so I don't think the states out there trying to enforce the dissolve you know keeping you all dissolved I think they've been pretty good over the years from the ciri region there's been a similar effort and similar helpful information and and process is given by state folks to empower folks in this situation that you've described so it can be done it's not necessarily an easy path but if you can meet all the gateways it certainly can be done in the law is there for you to use to make it happen any any other questions well great it is High Noon and I think both folks have earned a lunch so let's go have one so yeah first round of applause thank you you