Quorum is the minimum number of members of a group necessary to call a meeting valid or officially conduct the business of the group.

Many types of deliberative groups have a quorum requirement, like a city council or legislature and corporate governance like a board of directors.

Corporations with Shareholders also have a quorum requirement to hold an annual meeting.

Koniag’s quorum requirement says that 50% of eligible votes plus one must be present in person or by proxy in order to hold an annual meeting.

Some Alaska Native Corporations have found increasing difficulty in reaching quorum over time as their Shareholder base changes. If quorum isn’t met, the annual meeting must be rescheduled and the election must be repeated, which can lead to delays in conducting even basic corporate business.

2/3 of the Shareholders voting to change the requirement in the Articles of Incorporation must vote in favor of changing the requirement.

Some corporations include:

• 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 Corporation

Not in the past few years. In 1982, 1983, and 1984 the annual meetings had to be rescheduled due to lack of quorum.

In 1985, the Corporation asked Shareholders to vote on a resolution to reduce quorum, of which a majority voted agreement with. Unfortunately, 2/3 of the voting shares did not vote, so the vote did not pass.

Making the next generation of Koniag’s Shareholders and future Shareholders is going to require a combined effort. The good news is that we started decades ago!

Our first step was creating and endowing the Koniag Education Foundation with the funds needed to continue to support the educational attainment of our people. Koniag has given over $13 million through the end of FY23. Some of our regional leaders today started as KEF scholarship recipients!

Over time, we’ve expanded benefits to include a registered Descendants program, invited youth to participate in our Shareholder Committees, created expanded youth scholarships, created internships, and most recently launched a good grades incentives program. Our brightest lights start qualifying for programs at age 3.

This year, staff in the process of developing a new Shareholder orientation program that helps new Shareholders and Descendants learn more about what it means to be a Koniag Shareholder and about their company. In FY24 we have hired staff specifically to start working on outreach to our next generations of new Shareholders and Descendants.

If an annual meeting can’t reach quorum, it can’t proceed. This requires the meeting to be rescheduled and additional efforts to obtain quorum.

Under Alaska law, corporations are required to hold annual meetings. When we don’t reach quorum, we are out of alignment with Alaska law. If we fail to have annual meetings over time, we run the risk of having the corporation dissolved by the State of Alaska.

Reducing the quorum would have no direct impact on benefits. Conversely, if Koniag fails to meet quorum in the future, there could be considerable cost associated with postponing the annual meeting, holding elections again, or loss of business revenue due to the delay.