Judge clears Huna Totem board

Posted: Wednesday, February 12, 2003

JUNEAU (AP) -- The Huna Totem Corp. board of directors did not breach its duty to inform shareholders during a 1999 fight over who would control the board, a judge has ruled.

The ruling by Juneau Superior Court Judge Patricia Collins comes after two shareholders sued the Huna Totem board, seeking punitive damages.

Gregory Brown and Karl Greenewald Jr. claimed the board had failed in its duty to shareholders to disclose fully and fairly all important information before it sought shareholder action on two key votes.

Collins issued a written ruling last month, saying the board's irregularities in proxy statements were inadvertent errors made because the board relied on the advice of qualified experts.

The judge also ruled that informational flyers put out by the board did not misstate or omit important facts.

Proxy statements are issued by board members and other board candidates to shareholders in case they don't vote in person.

The dispute arose from differences of opinion by shareholders about a proposed land exchange between Huna Totem, the for-profit Native village corporation for Hoonah, and the U.S. Forest Service.

The exchange passed the U.S. Senate in 2001 but didn't reach the House for a vote.

A majority of the board wanted to exchange land surrounding Hoonah for more remote land that could be logged without harming a watershed. Dissidents objected to putting land with cultural and historical significance under control of a federal agency.

Collins ruled against another shareholders' lawsuit in July 2001, saying the board of directors did not intentionally mislead shareholders or misrepresent the facts about a review that would take place five years after a multi-million-dollar trust had been created.

Some shareholders wanted to dissolve the trust and receive a lump-sum payment. They said they thought they had the option to vote for that five years after the trust began in 1995.

Huna Totem has 1,240 shareholders and manages investments, owns income-producing properties in Alaska and Nevada, invests in other businesses, and is developing a tourism facility at Cannery Point in Hoonah.

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