CIRI shareholders who own voting shares elect members of the Board of Directors at the Company’s Annual Meetings of Shareholders. CIRI’s By-laws provide that five Directors shall be elected in any one year. Each is elected by the shareholders for a three-year period.
Pursuant to CIRI’s By-Laws, an individual must be a voting shareholder of CIRI and at least 18 years old to be eligible to serve on the CIRI Board of Directors. Additionally, no person shall be qualified to serve as a CIRI Director who: (1) has been convicted, as determined by a court of competent jurisdiction, of a felony within five years before election; (2) has been found, as determined by a court of competent jurisdiction, to have engaged in fraud or illegal business practices; or (3) has been found, as determined by a court of competent jurisdiction, to have breached a confidentiality agreement with the Corporation.
Any candidate running for a seat on the CIRI Board must be nominated at the meeting held for the purpose of electing directors. Such nominations may be made by any CIRI shareholder who attends the meeting and registers during the time specified for doing so.
Any eligible shareholder interested in being considered for nomination to the CIRI Board slate of candidates may apply. Application deadlines are advertised in the Raven’s Circle newsletter and on the CIRI website. CIRI’s Nominating Committee, which is comprised of members of the CIRI Board of Directors whose terms as director are continuing, evaluates and recommends for consideration by the full Board of Directors candidates for the seats to be voted on at the Annual Meeting. The three chairpersons of the Shareholder Participation Committees serve as non-voting, advisory members of the Nominating Committee. The Nominating Committee seeks well-rounded applicants who possess a strong business understanding; demonstrated decision-making, leadership and communication skills; and honesty and integrity. Knowledge of business operations, involvement with Native issues and a college degree or equivalent business experience are also desired.
CIRI also affords an opportunity for eligible shareholders interested in running as write-in candidates–including those individuals who applied but were not selected for the CIRI Board-recommended slate–to submit information for inclusion in certain of CIRI’s election materials that are distributed to shareholders. The inclusion of such information shall not be deemed an endorsement of any such write-in candidate, nor shall the CIRI proxy be deemed a solicitation by the CIRI Board of Directors on behalf of any write-in candidates. Write-in candidates are responsible for the accuracy and completeness of the information and statements provided to CIRI and for compliance with CIRI’s Election Procedures and Alaska’s proxy regulations and applicable law, including filing the required disclosures with the State of Alaska Division of Banking & Securities. Application deadlines are advertised in the Raven’s Circle newsletter and CIRI website and there is no charge to a write-in candidate to have his or her information included. CIRI’s election process enables any eligible shareholder to run for the CIRI Board with minimal effort and expense.
Any candidate not nominated by the Board of Directors may conduct his or her own separate campaign for election to the Board of Directors. Individuals who independently distribute campaign materials to CIRI shareholders are responsible for the accuracy and completeness of the information and statements distributed and for compliance with CIRI’s Election Procedures and Alaska’s proxy regulations and applicable law, including filing the required disclosures with the State of Alaska Division of Banking & Securities. CIRI shareholders have twice rejected resolutions calling for CIRI to pay for the campaign expenses of independent candidates.