SNC includes Marie Tozier in lawsuit
In an amended complaint, Sitnasuak Native Corporation included Marie Tozier, who is seeking election to the SNC board of directors, in its pending civil lawsuit, aiming to remove three sitting directors from its board of directors for alleged breach of fiduciary duties of loyalty.
The directors named in the original complaint, which was filed in Anchorage on August 16, were Charles E. Fagerstrom, Edna Baker, Barbara Amarok.
With upcoming SNC board of directors elections scheduled for Sept. 30 in Anchorage, the amended complaint seeks injunctive relief that proxy votes cast for Marie Tozier and Barb Amarok are to be not included in the tally.
After a June 3 election was not held due to lack of quorum, a Sept. 30 SNC general meeting and election date was called.
Four board of director seats are up for election.
Amarok and Tozier, among other candidates, were both on the proxies for the June 3 election. However, since the lawsuit emerged, the SNC board of directors has not approved Tozier and Amarok’s names to be on the proxy.
Both decided to run a write-in campaign.
The amended lawsuit alleges that Marie Tozier was part of a scheme to send an anonymous proxy solicitation to Sitnasuak shareholders prior to the June 3 meeting. The complaint states “the anonymous proxy solicitation misinformed Sitnasuak shareholders and damaged the corporation.” The complaint also alleges that Amarok and Tozier “recently published another false and misleading proxy solicitation on Facebook and in the Nome Nugget” and that it asks shareholders to write in Amarok and Tozier on Sitnasuak’s board-solicited proxy.
At the heart of the lawsuit is a mailer that was sent out under the name of “SNC Shareholders for Free Speech” without identifying its originators.
The complaint states that the mailer was sent to nearly 1,000 SNC shareholders before the June 3, 2017 general SNC meeting and endorsed candidates Helen Bell and Barb Amarok for re-election and made the case against discretionary proxy voting while alleging that SNC Director Jason Evans aimed to swing the popular vote to a different outcome through the use of discretionary proxy process.
The mailer also quoted a Deloycheet Inc. press release that informed of a jury verdict in a civil lawsuit against SNC director Trudy Sobocienski, whom a jury in April 2016 found guilty of defrauding Deloycheet of $400,000. Sobocienski settled with Deloycheet by paying $40,000. The lawsuit was dismissed with prejudice on August 17.
In an answer filed at the court on Sept. 7, defendants Fagerstrom, Baker, Amarok and Tozier state that “this litigation is a last-ditch effort by the current majority of the Sitnasuak board of directors to retain political control by silencing directors and shareholders speaking out against discretionary proxy voting practices.”
Charles Fagerstrom admitted of being the author of the mailer and being the sole point of contact for sending out the anonymous mailer prior to the June 3 meeting. The response also says that the mailer was sent to the Division of Banking and Securities with Charles Fagerstrom’s name and address on the envelope, “thereby substantially complying with the regulations.”
Directors Amarok and Baker were aware that director Fagerstrom was preparing a mailer, but deny that they participated in its drafting or distribution, the court document reads.
While the identity question was solved, the defendants deny that the mailer contains inaccurate statements of material fact and “sets forth opinions which have a reasonable underlying basis in fact and are not misleading Sitnasuak shareholders,” the response reads.
Responding to the allegation that director Barb Amarok improperly filed a request with the Alaska Division of Banking and Securities to investigate SNC for failing to disclose candidate Trudy Sobocienski’s employment with Deloycheet, the defendant’s answer states that her concerns were sustained by the Division when it found that Sitnasuak did indeed fail to make required disclosures in the years 2014 and 2015. “Answering defendants deny that Director Amarok’s report was unlawful or improper given that Sitnasuak management and the Board were well aware of the violation and had made no efforts to address it despite its having been discussed on several occasions,” the court document reads.
Attorney Thomas Wang with Ashburn & Mason Inc. has entered his appearance to defend Fagerstrom, Baker, Amarok and Tozier.
According to CourtView, a motion by SNC to expedite the motion for preliminary injunctive relief was denied by judge Erin B. Marston on Sept. 11.
The same day, plaintiffs filed a peremptory challenge, meaning they seek a different judge to preside over the case.