Frequently Asked Questions - Filling a Board Seat Vacancy

When a board seat becomes vacant outside of the board election cycle, the Sealaska board can select a shareholder to fill the vacancy through a clear and transparent recruitment process. This process has been successfully used to fill vacant board positions. Read some commonly asked questions about the process.

How does a Sealaska board seat become vacant?

A vacancy on the Sealaska board of directors may occur due to a director retirement, a death of a sitting director, illness; or through removal by shareholders, fellow directors, or the superior court due to a breach of fiduciary duty or a violation of law.

Why would Sealaska hold a selection process rather than a shareholder election to fill a board vacancy?

It is in Sealaska and shareholders’ best interest to maintain a full board with as many skillsets, opinions, and points of view on behalf of shareholders. When there is a vacancy on the board of directors, filling the vacancy quickly ensures the board is at full capacity. Waiting for a board election could leave the board at less than full capacity for a portion of a year, and having a special meeting results in significant costs to the corporation. Elections require a 20-60 day notice to shareholders by mailing of a proxy and proxy statement. Candidate nominee materials must be received no later than 90 days prior to the date of the notice of the meeting and the associated election, in order to allow materials to be printed. Therefore, the entire election process can take at least 3 months or more. The board selection process has taken as little as six weeks to complete. Sealaska’s board is comprised of 13 members. An odd number of board members ensures each vote will have a clear majority and avoids split-decisions. Shareholders should have a full board of directors advocating on their behalf.

Why does Sealaska use a selection process rather than the most recent election results?

Sealaska has established a legally binding process for its board of director elections. Once an election ends, the results are closed for that election. Using those results for a purpose other than what was intended and set forth to shareholders threatens the integrity of the election.

When can a board vacancy only be filled by the approval of shareholders?

In two instances, the vacancy may only be filled by the approval of shareholders: 1) a vacancy occurs through shareholder removal, or 2) a vacancy occurs through removal by the superior court. In all other cases, like the retirement, illness or death of a board member, the board of directors may fill the vacancy by a vote of a majority of the remaining directors. Read more about board vacancies in Sealaska Bylaw 3.6*.

How does the Sealaska board fill a board vacancy other than through an election?

Sealaska’s board is committed to following a clear, formally agreed upon and fair selection process to fill a vacancy. The board's nominations committee completes a thorough review process for each candidate and narrows the list to provide the board final candidates for consideration. Those candidates will complete a nominations packet and be interviewed by members of the nominations committee. The entire board votes on the final candidate selection. This process has taken as little as six weeks to complete.

*Shareholders may request Sealaska’s bylaws or other corporate records by submitting a written request to the Corporate Secretary’s office at corpsec@sealaska.com, who will arrange an appointment for the shareholder to view the records. The shareholder can also request photocopies of those records by paying nominal photocopying fees. *Sealaska Bylaw 3.6 Vacancies: A vacancy occurring in the Board of Directors may be filled by the vote of a majority of the remaining directors though the majority is less than a quorum of the Board, except for a vacancy occurring through removal by the shareholders or, in the case of removal by the superior court, where such court orders otherwise. A vacancy occurring through removal may be filled only by approval of the shareholders in a regular or special meeting called for that purpose. A director elected to fill a vacancy is elected for the unexpired term of that director’s predecessor.