Most shareholders do not realize that Article II of the Constitution of the Sitka Tribe of Alaska (“STA”) (http://www.sitkatribe.org/documents/STAConstitution.pdf) expressly claims that STA has “jurisdiction” over Shee Atiká’s ANCSA lands, as follows:
“The jurisdiction of the Sitka Tribe of Alaska shall extend to * * * all customary and traditional use and access areas in the vicinity of Baranof Island, Chichagof and surrounding islands, and all * * * lands owned by Sealaska, Inc. or Shee-Atika, Inc. located therein (the Native corporations established pursuant to the Alaska Native Claims Settlement Act (Pub. L. 92-203) as amended to hold the land and other benefits provided by Congress in partial compensation for the extinguishment of the Tribe’s aboriginal land rights) to the fullest extent permitted by federal and tribal law.
The scope of the jurisdiction that STA claims is not fully clear, but elsewhere in STA’s Constitution the Tribal Council is said to have authority to impose taxes, to manage, lease, exchange, acquire, or otherwise deal with “property,” and to regulate wildlife, natural resources and land use within those areas under the Tribe’s jurisdiction. In short, STA claims governmental authority and power over all of Shee Atiká’s lands.
STA’s claims of jurisdiction over Shee Atiká’s lands places STA in direct conflict with Shee Atiká, as Shee Atiká has always asserted that no tribal entity, including STA has governmental authority and power over Shee Atiká’s land.
STA is not the same as Shee Atiká, and STA’s Constitution requires that its members must reside in Sitka. Thus STA has tribal members that are not Shee Atiká shareholders just as Shee Atiká has shareholders who are not STA tribal members (including because those shareholders do not reside in Sitka).
STA’s Constitution became effective in 1992, and since that time, Shee Atiká has repeatedly asked STA to amend its Constitution to remove the claim of jurisdiction over Shee Atiká’s lands. Despite these repeated requests, STA has never amended its Constitution and in 1995, Shee Atiká amended its bylaws to include the following language in Article II, Section 16:
Section 16. STA. No person shall serve as a director of the Corporation if such person is a council member, officer, or employee of Sitka Tribe of Alaska.
Shee Atiká’s directors have a fiduciary duty under Alaska state law to hold and protect Shee Atiká’s lands for the benefit of Shee Atiká’s shareholders, and so the language of Article II, Section 16 of Shee Atiká’s Bylaws is necessary to avoid the potential conflict of interest that would result from a Shee Atiká director also having to serve at the same time with STA given STA’s claim to have governmental control and authority over Shee Atiká’s lands.
STA has created this problem and therefore STA owns the problem. Only STA can fix the problem. Shee Atiká’s long standing bylaw provision concerning STA employees is simply one way to protect Shee Atiká’s shareholder property and interests from STA’s overreach on jurisdiction.