Quorum Reduction Shareholder Resolution 2023-01

OPPORTUNITIES & BENEFITS

Our mission is to improve the quality of life of Our People through economic development while protecting our land and preserving our culture and heritage. BSNC strives for business growth to fulfill our mission. Business growth allows us to grow the benefits we provide to our shareholders. We value our shareholders and are proud to serve our shareholders with benefits and opportunities that they can utilize now and in the future.

With growth comes challenges. In 1972, we began with 6,333 original Alaska Native shareholders. Today, BSNC is owned by more than 8,100 shareholders. As we welcome our new shareholders, we recognize we lose more original shareholders, and shares are distributed amongst families, leading to more shareholders, but each with fewer shares.More shareholders living outside of our region and our state can make it more difficult to engage with new, younger shareholders who may not have the direct connection to their corporation that many of us are fortunate to have.

Each fall, we celebrate our shareholders at our Annual Meeting. At the 2023 Annual Meeting of Shareholders, you will be asked to consider and vote on whether BSNC should change the quorum requirement for annual meetings from 50% plus one voted shares to one-third of all shares. Currently BSNC, has a 50% +1 quorum requirement for annual meetings. Voting ”yes” on the proposed resolution will reduce quorum to one-third of voted shares.

Quorum in the past few years has been increasingly difficult to achieve for BSNC and other ANCs, though BSNC has still managed to reach quorum consistently. Data showsthat younger shareholders and those with fewer voting shares are less inclined to vote, which means achieving quorum at future annual meetings could become more difficult as the BSNC shareholder base grows and becomes younger.

Below are FAQs about quorum, quorum reduction, and how quorum reduction would affect you.

FAQs

What is quorum?

Quorum is the minimum number of BSNC shares that must be voted for any action to be taken at our Annual Meeting of Shareholders.

Many types of governing groups, such as a city council or legislature, have a quorum requirement. Corporations with shareholders, including Alaska NativeCorporations, also have a quorum requirement to hold an Annual Meeting.

Most Alaska Native Corporations (ANC), including BSNC, have a 50% + 1 quorum requirement for Annual Meetings, Some ANCs have decided to lowertheir quorum requirement in recent years.

What is BSNC’s quorum requirement?

BSNC’s current quorum requirement states that 50% plus one of eligible votes, must be present in person or by proxy to hold an Annual Meeting.

Why does quorum matter?

Reaching quorum allows BSNC to elect new directors and vote on business matters.

Not attaining quorum at annual meetings can be costly and can delay annual meetings and important business decisions.

What is the proposed change?

At the 2023 Annual Meeting of Shareholders, you will be asked to consider and vote on a resolution to reduce the quorum requirement from 50% +1 of eligible shares present or represented by proxy to 1/3 of eligible shares.

How will a change in quorum affect me?

Adjusting the Annual Meeting quorum requirement is one way BSNC can remain responsive to the needs of shareholders and our clients. If BSNC everfails to reach quorum, it will cost time and money that could be used on shareholder resources and benefits.

Young and future shareholders could be disadvantaged if BSNC does not adjust its quorum requirements.

Which other corporations have lowered their quorum requirements to less than the 50%+1 threshold?
  • Ahtna, Incorporated
  • Becharof Corporation
  • Bethel Native Corporation
  • Bristol Bay Native Corporation
  • Cook Inlet Region, Inc.
  • Maserculiq Incorporated
  • Natives of Kodiak
  • Paug-Vik Incorporated Limited
  • Shumagin Corporation
  • Sitnasuak Native Corporation

VOTE YOUR PROXY!

BSNC encourages you to mail in your paper proxy or vote online to be entered to win cash prizes! Your shareholder ID and PIN are located on your proxy card.

VOTING PRIZES

Five proxies of $1,000 will be drawn from those proxies that have been voted on-line. Twenty-five (25) Early Bird prizes of $1,000 will be drawn from those proxies received by the Inspector of Elections by 5 p.m., Alaska Daylight Saving Time on Sept. 16, 2021. All Early Bird winners are eligible for all other prize drawings.

  • FIVE PRIZES OF – $600
  • FOUR PRIZES OF – $700
  • FOUR PRIZES OF – $800
  • FOUR PRIZES OF – $1,000
  • FIVE PRIZES OF – $1,500
  • FIVE PRIZES OF – $2,000
  • TWO PRIZES OF – $2,500
  • TWO PRIZES OF – $3,500
  • GRAND PRIZE – $6,000

The Early Bird deadline is 5 p.m., Sept. 16, Alaska Daylight Saving Time. The proxy deadline is 5 p.m., Sept. 29, Alaska Daylight Saving Time.

If you have misplaced your proxy packet, ID or PIN, please contact Chelsi Pagel at Sramek-Hightower CPAs at (907) 677-3320.

Bering Straits Native Corporation
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OFFICESWhere to find us?
Bering Straits Native Corporation is headquartered in Nome, has a business office in Anchorage and site locations and offices across the U.S.
OUR LOCATIONS
ANCHORAGE
3301 C Street, Suite 100, Anchorage, AK 99503
NOME
PO Box 1008. 110 Front Street, Suite 300, Nome, Alaska 99762
GET IN TOUCHStay Connected
Follow BSNC for news, updates, stories and opportunities to share in this journey.
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OFFICESBering Straits Native Corporation
OFFICESWhere to find us?
BSNC is headquartered in Nome, has a business office in Anchorage and site locations and offices across the U.S.
OUR LOCATIONSWhere to find us?
ANCHORAGE
3301 C Street, Suite 100, Anchorage, AK 99503
NOME
PO Box 1008. 110 Front Street, Suite 300, Nome, Alaska 99762
GET IN TOUCHStay Connected
Follow BSNC for news, updates, stories, and opportunities to share in this journey.
Sign up for our newsletter

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