[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
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July 28, 2005.--Ordered to be printed
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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.
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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.