- How much are shares of stock in OC worth?
- Can I sell my shares of stock in OC?
- What is ANCSA?
- Why is ANCSA Stock restricted?
- How do dividends work?
- What happens if a shareholder dies without a will designating an heir?
- Does OC assist with funeral expenses?
- Does OC offer medical assistance to its shareholders?
- Whom do I contact for Certificate of Indian Blood?
- Does OC give shareholders business or other types of loans?
- What does OC do for its shareholders besides pay dividends?
- Where do OC shareholders live?
- Can shareholders attend meetings of the OC Board of Directors?
- What are the requirements for becoming a director?
- What are the powers and duties of the Board of Directors?
- What kind of rights do shareholders have?
- How did “1991 Amendments” to ANCSA improve several protections for Native corporations?
How much are shares of stock in OC worth?
Unlike other American corporations, shares of stock issued pursuant to the Alaska Native Claims Settlement Act of 1971 (ANCSA) cannot be bought or sold on the stock market. They cannot be pledged as collateral to obtain a loan, or subjected to a lien or judgment execution, assigned in present or future, or treated as an asset under title 11, insolvency or moratorium laws, or other laws that generally affect creditors’ rights. There is no cash surrender value for OC shares. OC has not received patent to all of the land assets to which it is entitled through ANCSA. The US Bureau of Land Management has not officially surveyed the land that has been conveyed to OC, and all of OC’s land has not been appraised. ANCSA lands retain tax-free status as long as the land remains undeveloped, so OC’s Board of Directors and Management carefully plan its development. As land is developed and OC begins earning revenues, the land value is booked as an asset to the corporation. This does not mean that undeveloped land has no value; that value just is too difficult to determine at this time.
No; shares of stock issued under ANCSA cannot be traded or sold unless stock restrictions are lifted by the affirmative vote of two-thirds of the corporation’s outstanding voting shares.
The United States Congress passed the Alaska Native Claims Settlement Act (ANCSA) on December 18, 1971, officially extinguishing aboriginal claims on public lands in the State of Alaska and giving birth to a new breed of business: the Alaska Native corporation. The Act conveyed 44 million acres of land to the Alaska Native people and paid a cash settlement of nearly $1 billion. The catch? Both the land conveyances and the cash payments were made to infant profit corporations formed in compliance with ANCSA to manage its proceeds. There were thirteen regional corporations and a list of 204 village corporations at the beginning. The Law conveyed acreage of surface estate to the village corporations, and the subsurface to the villages’ corresponding regional corporations. OC was formed pursuant to ANCSA in 1973. An excellent ANCSA resource site is offered by the Anchorage law firm, Landye Bennett & Blumstein LLP. Visit it at http:/www.lbblawyers.com/ancsa.htm.
ANCSA requirements for stock restrictions were implemented as a means to protect corporate assets, particularly the land itself, and to ensure that all assets remain under Native control. Once an ANCSA corporation loses control of the land, it will probably be impossible to get it back. The land is our ancestral home and our legacy to future generations.
A company makes a profit when it earns money above and beyond expenses for its operation. All or a portion of profit may be reinvested back into the company for growth, as a contribution to the business’ future performance. A portion of the profit may be distributed as a dividend to its shareholders. OC’s Board of Directors has set a policy on this ratio to benefit the shareholders in both the short and long terms.
The Board of Directors examines the financial results of OC’s business at the meeting following the close of the financial quarter. A dividend may or may not be declared, depending on OC’s financial health.
Once a dividend is declared, checks are processed at any time before the end of the month; this is dependent on the accounting department’s schedule.
The Ounalashka Corporation’s Board of Directors empathizes with families dealing with the final expenses of a loved one that has passed on. At their regular meeting in September 2006, OC’s Board approved a policy to help with some of those expenses when the deceased is an Ounalashka Corporation Shareholder. In order to promote the welfare of shareholders of the Ounalashka Corporation, burial assistance may be provided to defray final expenses of deceased shareholders in an amount up to $1,000.
To apply for shareholder burial assistance:
- Application for burial assistance must be applied for within 6 months of shareholder’s death, and shall be on the form provided by OC. Contact us and we will send you one. A certified death certificate shall accompany application for assistance.
- Upon approval of application, OC will forward funds to the Funeral Home listed on application.
- In the event a funeral home is not listed, OC will reimburse the family for final expenses of deceased shareholder up to $1,000 when timely presented with invoiced expenses
- If shareholder is to be interred in Unalaska and the family needs assistance in building crosses, boxes, coffins or digging the grave, if the OC Maintenance crew has the expertise to do so, it will help. An invoice will be generated for the services provided by OC, and billed to OC up to $1,000.
The Aleut Foundation has an assistance policy as well. Its application can be found on their website.
The Bureau of Indian Affairs’ maximum benefit is $1,050 ($950 for burial, $100 for other services). You must be 1/4 Alaska Native and be a resident. This is a need-based benefit. In Alaska, call BIA Social Services at (907)271-4137. Shareholders of 1/4 Alaska Native Blood living outside Alaska should call their local BIA office.
No, OC cannot offer medical assistance to its shareholders. Shareholders who are 1/4 Alaska Native blood can receive health care through the Indian Health Service.
If there is no existing stock will or formal will, Alaska State law will determine the disposition of the deceased shareholder’s stock through intestate succession. The laws of intestate succession dictate that:
- If the deceased shareholder was married but had no surviving issue (children, grandchildren, greatgrandchildren), the surviving spouse shall receive 100% of the shares.
- If the deceased shareholder was married and has surviving issue , the surviving spouse shall receive 50% of the shares, and the remaining 50% will be divided equally between the surviving issue.
- When there is no surviving spouse, the shares of stock are divided equally between the surviving issue, and if there is no surviving spouse OR issue, then the stock is equally divided between the surviving parents of the deceased shareholder.
- If there is no surviving spouse, issue or parents, the stock is divided equally between surviving siblings. If there are no surviving spouse, issue, parents, or siblings, then the stock is equally divided between surviving nieces and nephews.
You should contact the Bureau of Indian Affairs. The address is 1675 C Street, Anchorage, AK 99501. The telephone number is (907) 271-4111. Include a copy of your birth certificate with your request.
No. OC does not offer loans of any kind to shareholders. Persons with 1/4 Alaska Native blood can contact the Bureau of Indian Affairs. In Alaska, call (800)645-8465.
Aside from paying dividends to its shareholders, Ounalashka Corporation benefits shareholders, their descendants and the community as a whole in many ways.
OC manages all of the lands conveyed to the Corporation through ANCSA. The Board of Directors strives to achieve the highest and best use of OC’s land through planning, all with an eye toward the future, and future generations of shareholders.
OC’s land contains innumerable sites of archaeological importance that OC protects from pot hunters to the full extent of the law. OC is also cognizant of sites that have become endangered by development or the elements, and is in the process of systematic excavation resulting in the proper care and careful study of the artifacts.
The Edna P. McCurdy Scholarship Foundation, a separate non-profit organization, provides scholarships to OC shareholders and their descendants. In addition, OC’s Board has developed implemented a Mentoring Program for future management of OC.
OC houses a growing art collection that includes original works by local artists, historic pieces and items on loan from the Museum of the Aleutians. There are sculptures by Gert Svarny, a bentwood visor by O. Patricia Lekanoff-Gregory, OC Christmas card paintings and drawings by Wendy Svarny-Hawthorne, Unangan rye grass baskets by Michelle Barron and Agnes Thompson (as well as unknown artists from the early 1920′s), drawings and prints by Carolyn Reed, and sculpture, paintings and prints by Michael Rasmussen. Paintings on loan from the Museum of the Aleutians through the defunct Bering Sea Art Exchange International consist of seven oil portraits by Russian artist Vadim Sanakoyev of Ray Hudson, Hilda Berikoff, Rufina Shaishnikoff Thompson, Flora Tutiakoff, Julia Dushkin, Nicholai Lekanoff and Wendy Svarny-Hawthorne.
As a corporate citizen, OC contributes to Unalaska City School for many programs, including the Aleut Culture and Language Program and its teacher’s assistant position. The Qawalangin Tribe of Unalaska receives reduced rent at its current location in OC’s former office building, and free rent in one of the offices at OC’s current building, as well as other monetary contributions and technical assistance and advice. OC makes many other monetary and in-kind charitable contributions, including the Holy Ascension Orthodox Cathedral, the Museum of the Aleutians, the Oonalaska Wellness Center (Tribal clinic), the Unalaska Senior Center, Iliuliuk Family and Health Services, Unalaskans Against Sexual Assault and Family Violence, and many others.
At the 24th Annual Shareholders’ Meeting in 1997, Chairman AB Rankin put it succinctly: “…to follow the (OC’s) Mission Statement, OC must remain profitable.” She said that OC’s Board of Directors must sometimes make decisions that are not popular, and always know that OC is obliged to benefit all
shares equally, not just a few. OC is a profit corporation and as such cannot always address some of the social issues that its shareholders would like, but because OC has been profitable its been able to contribute significantly to non-profit organizations in the community of Unalaska and beyond that ultimately benefit shareholders in long-lasting ways.
Well, pretty much all over. Of OC’s 353 current shareholders, 240 live within the state of Alaska. Of those, 122 live in Unalaska/Dutch Harbor, 43 live in Anchorage, and the remaining 75 of Alaskans live in other communities: Adak, Akutan, Atmautluak, Dillingham, Eagle River, Fairbanks, Haines, Juneau, Kenai, Ketchikan, Klawock, Kodiak, Nikolski, Palmer, Petersburg, Seward, Soldotna, St. Michael, St. Paul, Wasilla and Wrangell.
Outside the state of Alaska, OC has 4 shareholders in Arizona, 13 in California, 2 in Colorado, 2 in Indiana, 4 in Nevada, 6 in Oregon, 12 in Texas, and 1 each in Washington DC, Iowa, Idaho, Illinois, Massachusetts, New Mexico, New York, Vermont and the Phillipines. Washington State boasts the most outside-of-Alaska shareholders, currently at 61.
The law allows shareholders to attend meetings of corporate boards, but it is at the discretion of the Board. It is general policy that OC’s Board of Directors’ meetings are closed meetings due to the confidential nature of some of its proceedings, and this policy is also consistent with the law. However, OC’s Board of Directors has never denied a request for a shareholder to address the Board for a specific purpose.
You must be eligible to vote in elections held by OC. That means you must be a shareholder with voting shares, and you must be eighteen (18) years of age.
Each month, the Board of Directors meets to conduct business. At each meeting, the financial results of the corporation’s business are analyzed, and the Board reviews material on any number of items that might require direction to Management or Board approval. It takes a lot of preparation to be knowledgeable and effective at the meetings, and the directors work very hard. In addition they must attend work sessions and special meetings. Following are some duties and behavior expected of each and every director of OC.
(Abridged, from OC’s Board & Corporate Policy Manual adopted 1998)
- When a Director has any significant personal interest in any matter coming before the Board, the Director shall disclose the nature of such interest and abstain from voting on the issue.
- Each Director will be held to the highest standards of conduct during the consideration of the Corporation’s business.
- Each Director will take all necessary and appropriate steps to familiarize himself/herself with the business affairs of the Corporation.
- Each Director has a fiduciary commitment – a trust relationship – for the benefit of the Corporation and its shareholders.
- Each Director’s duty will be to the entire body of shareholders and not to any one shareholder or group.
- Each Director must work for the benefit of the Corporation, which shall prevail over any other interest.
- Information affecting ongoing negotiations, contracts and other matters related to the Corporation’s business shall not be divulged except as required to conduct the Corporation’s business.
- Each Director must abide by Federal and State law applicable to the Corporation and the Director’s duty to the Corporation and its shareholders.
- Each Director must be in compliance with Article XV of By-laws relative to Confidentiality.
On conduct . . .
- The Directors are expected to be in attendance at each meeting, prepared to conduct the serious business of the Corporation.
- Directors are expected to attend all Board meetings in their entirety. If a Director is unable to attend the full Board meeting, he or she must receive approval of the Chairman prior to the beginning of the meeting. Those Directors who do not attend the full Board meeting and do not secure the approval of the Chairman in advance will not receive any fee for attending the meeting and be responsible for the cost of their return ticket (if any).
- Any statement made by a Director expressing personal views regarding the Corporation must be clearly identified as an individual statement of opinion and not necessarily that of the Board. In any case, extreme care should be taken to protect the integrity of the Board and the confidentiality of the Corporation’s business.
- The Annual Planning Session is a mandatory meeting for all Directors.
The most important right a shareholder in OC has is the right to vote, and the most important voting right is the election of directors. A full turn-over of the Board of Directors can happen in three short years.
Shareholders have the right to amend the Articles of Incorporation or the By-laws of the corporation, can impose or remove stock restrictions, and in extreme situations, can approve or reject a dissolution of the corporation and the sale of all or substantially all of its assets. Shareholders can also approve or reject a settlement trust.
Shareholders are entitled to receive dividends determined by the Board of Directors, and to a prorated distribution of assets should in the extreme event that the corporation is dissolved.
In 1988, a group of amendments to ANCSA became law. Popularly known as the “1991 Amendments,” these laws offer some crucial protections for ANCSA corporations. For instance, undeveloped land cannot be taxed, taken through adverse possession, creditors, bankruptcy or dissolution. Stock restrictions remain unless shareholders vote to remove them. ANCSA corporations may issue stock to shareholders descendants if approved by shareholders, and can create a settlement trust. Eligibility for welfare and other entitlements is not affected by ANCSA corporation dividends unless dividends exceed $2,000 in one year.