2018 Annual Meeting of Shareholders Candidate Information Packet Cover Sheet. Ukpeagvik lfiupiat Corporation

Transcription

1 2018 Annual Meeting of Shareholders Candidate Information Packet Cover Sheet Ukpeagvik lfiupiat Corporation ~?) ~~v UKPEAGVIK INUPIAT CORPORATION This packet contains information that you will need in order to apply to be a candidate for a seat on the Board of Directors of Ukpeagvik Ifiupiat Corporation ("UIC" or "Corporation") and to have your name included in the proxy and proxy statement of the Board of Directors. To be eligible for election or appointment to the VIC Board of Directors, each director must, at the time of their election or appointment: (a) (b) be a shareholder of the Corporation; be at least 18 years of age; ( c) not be disqualified under the provisions of Section 6.6 of the Bylaws; ( d) complete and timely submit to the UIC Stock Department completed 2018 Candidate Application forms included in this packet; (e) timely submit to and pass a drug and alcohol screening test; (f) be detennined by the Board of Directors to meet the Corporation' s minimum standards of ability and integrity to serve as a director of the Corporation; and (g) timely comply with such other rules as the Board of Directors may prescribe. If you timely meet these requirements, your name will appear on the ballot and your name and biographical information will appear in the Board' s proxy and proxy statement for the 2018 Annual Meeting of Shareholders. This packet contains the required forms that must be submitted to the Corporation and other relevant information. The completed forms may be transmitted in any one of the following ways: (i) by hand delivery to 1250 Agvik Street, Barrow, Alaska 99723; (ii) by U.S. mail to VIC Stock Department, P.O. Box 890, Barrow, Alaska 99723; (iii) by facsimile to (907) ; or (iv) as an attachment to an electronic mail message to Harriet Reich, Assistant Corporate Secretary, harriet.reich@uicalaska.com. The packet includes the following documents: (1) Candidate Agreement Form (2) 2018 Candidate Application and Disclosure Questionnaire Form (3) List of Board Members and Executive Officers (4) Copy ofuic Bylaws Items 1 and 2 listed above MUST be completed and received by the UIC Stock Department by 5:00 p.m., Alaska Standard Time, January 26, The Supplemental Questionnaire will P.O. Box 890 I Barrow, AK I Phone (907) Page 11

2 be available from the UIC Stock Department to all candidates who timely return a signed Candidate Agreement and Candidate Application and Disclosure Questionnaire. The Supplemental Questionnaire will be made available on January 26, 2018, and must be completed and received by the UIC Stock Department by 5:00 p.m., Alaska Standard Time, on February 7, Those candidates who wish to be considered for inclusion in the Board's proxy and proxy statement, in addition to meeting the other requirements described above, must also submit to and pass a drug and alcohol screening test. Information related to the drug and alcohol screening test and related procedures can be obtained from Harriet Reich, Assistant Corporate Secretary, by ing harriet.reich@uicalaska.com. Please note that you are prohibited from using UIC's trademarks and logos in any proxy and campaign communications without the prior approval of UIC. If you have questions about the enclosed forms, please call Harriet Reich, Assistant Corporate Secretary, at (907) , ext Thank You. # _vl P.O. Box 890 I Barrow, AK I Phone (907) Page 12

3 Instructions 2018 Candidate Application and Disclosure Questionnaire ~ J'\ ~(') Ukpeagvik liiupiat Corporation ~~ ' U KPEAGVIK INUPJAT C ORPORATION As a shareholder of Ukpeagvik Ifiupiat Corporation ("UIC"), you are applying to be a candidate for election to seat on the UIC Board of Directors at the UIC 2018 Annual Meeting of Shareholders and to have your name and certain biographical and personal information included in UIC's proxy and proxy statement. In order for your application to be considered, you must: (i) complete and timely submit to the UIC Stock Department this 2018 Candidate Application and Disclosure Questionnaire, and timely complete the other requirements set out in the cover notice of the packet. You must complete and sign this Candidate Application and Disclosure Questionnaire and submit it to the UIC Stock Department, Barrow Office. The completed and signed Candidate Application and Disclosure Questionnaire MUST BE RECEIVED at the UIC Stock Department, Barrow Office, NO LATER THAN 5:00 P.M., January 26, 2018, Alaska Standard Time. On January 26, 2018, a 2018 Supplemental Candidate Disclosure Questionnaire Form ("Supplemental Questionnaire") will be available to you. You must complete the Supplemental Questionnaire and timely submit it to the UIC Stock Department by no later than February 7, 2018, at 5:00 p.m., Alaska Standard Time. All candidate information and forms must be submitted to the UIC Stock Department. The completed forms may be transmitted in any one of the following ways: (i) by hand delivery to 1250 Agvik Street, Barrow, Alaska 99723; (ii) by U.S. mail to UIC Stock Department, P.O. Box 890, Barrow, Alaska 99723; (iii) by facsimile to (907) ; or (iv) as an attachment to an electronic mail message to Harriet Reich, Assistant Corporate Secretary, harriet.reich@uicalaska.com. After your completed forms have been submitted to the UIC Stock Depai1ment, you must also submit to and pass a drug and alcohol screening test. Information related to the drug and alcohol screening test and related procedures can be obtained from Harriet Reich, Assistant Corporate Secretary. Please respond to each numbered request for information on this 2018 Candidate Application and Disciosure Questionnaire and the Supplemental Questionnaire forms. If something does not apply or if your answer is "no" or "none," please say so. DO NOT LEA VE ANY BLANKS. Any blanks will be interpreted as a negative response, may require follow-up questions from UIC's staff or attorney, and could result in rejection of your application. Please attach additional sheets if necessary with responses numbered to correspond to the numbered statements below. PLEASE NOTE: UPON RECEIPT OF A PROPERLY COMPLETED AND TIMELY QUESTIONNAIRE, SUPPLEMENT AL QUESTIONNAIRE, AND CANDIDA TE AGREEMENT, AND UPON MEETING ALL OTHER DIRECTOR REQUIREMENTS SET FORTH IN THE BYLAWS AND ADOPTED BY THE UIC BOARD, YOUR NAME WILL BE INCLUDED ON THE 2018 ANNUAL MEETING BALLOT AND YOUR NAME AND CERTAIN BIOGRAPHICAL AND PERSONAL INFORMATION MAY BE INCLUDED IN UIC'S PROXY AND PROXY STATEMENT. PLEASE NOTE THAT YOU ARE PROHIBITED FROM USING UIC's TRADEMARKS AND LOGOS IN ANY PROXY AND CAMPAIGN COMMUNICATIONS WITHOUT THE PRIOR APPROVAL OF UIC. IF YOU DO NOT MEET P.O. Box 890 I Barrow, AK I Phone (907) Page 11

4 2018 Candidate Application and Disclosure Questionnaire Ukpeagvik Ifiupiat Corporation THE QUALIFICATIONS AND OTHER REQUIREMENTS IN A TIMELY MANNER, YOUR NAME WILL NOT BE INCLUDED IN THE 2018 BALLOT, PROXY, OR PROXY STATEMENT. Please provide the information requested on the following pages: Name: Current Mailing Address: Date of Birth and Age: Current Residence Address: City: State: Zip: Home Phone: Work Phone: Mobile Phone: Address: Current Employer: Title or Position for Current Employer: _ Dates of Employment with Current Employer: 1. List all positions and offices currently and previously held with UIC and its subsidiaries (other than as a UIC Director). 2. If you are currently or have previously served as a director of UIC or its subsidiaries, list all periods of service. 3. List every person from the attached lists who currently serves as a director, nominee, and executive officer of UIC or any of its subsidiaries to whom you are related by blood or adoption as a spouse, parent, child, brother or sister. Next to each person listed, state the nature of your family relationship with that person. It is not necessary to indicate or P.O. Box 890 I Barrow, AK I Phone (907) Page 12

5 2018 Candidate Application and Disclosure Questionnaire Ukpeagvik Iiiupiat Corporation describe a relationship if the person listed is your cousin, aunt, uncle, nephew, grandchild, or grandparent. list below the name of each person with whom you have a family relationship: State below how each person is related to you (e.f!., "my brother, my sister, " etc.): 4. Describe your business experience at present and during the past five years, including: (l) the name(s) of your employer(s); (2) your principal employment or occupation; (3) your title or position; and (4) the dates of employment for each employer listed. Also include directorships held for other entities. [You may submit this information on a separate sheet of paper or submit a copy of a current resume if it contains this information.] 5. Are you currently an officer, director, or exempt employee for any other corporation organized and existing pursuant to the Alaska Native Claims Settlement Act ("ANCSA")? For purposes of this question, "Exempt Employee" means that you are exempt from the Alaska Wage and Hour Act. Typically this means that you are paid a salary instead of an hourly wage and that you are employed in a management, executive, supervisory or professional position. 0Yes 0No If you answered "yes" to this question, please identify the name of the company you serve, the capacity in which you serve, and if employed by the company, please provide your title, job duties, and salary structure (e.g., are you paid salary or on an hourly basis). P.O. Box 890 I Barrow, AK I Phone (907) Page 13

6 2018 Candidate Application and Disclosure Questionnaire Ukpeagvik liiupiat Corporation 6. Are you a director, officer, exempt employee, partner, or owner of more than ten percent ( 10%) of the equity interests in any company or business, of which more than ten percent (10%) of the revenues are derived from business activities that are in direct competition with any business or activity of UIC or its subsidiaries? (Exempt Employee is described in Question 5 above.) 0Yes 0No If you answered "yes" to the question, please identify the company you serve, the capacity in which you serve, your ownership interest (if any), and if employed by the company, please provide your job title, job duties, and salary structure ( e.g., are you paid a salary or on an hourly basis). 7. If you have experienced any of the following events which occurred during the past ten (I 0) years, please fully describe each event: (a) Any voluntary or involuntary petition under any bankruptcy or insolvency laws or appointment of a receiver (provide date of filing and place of filing): (b) All convictions or pleas of nolo contendere (i.e., not contested) in any criminal proceedings except traffic violations or other minor offenses (provide the year of the conviction or plea and a description of the offense): (c) Describe any pending criminal proceedings against you except traffic violations or other minor offenses (i.e., criminal proceedings where the outcome has not yet been determined): P.O. Box 890 I Barrow, AK I Phone (907) Page 14

7 2018 Candidate Application and Disclosure Questionnaire Ukpeagvik Ifiupiat Corporation (d) Any entry of a final judgment, order, or decree, not subsequently reversed or vacated, that you engaged in unethical or illegal business practices, violated fiduciary duties, or violated securities laws (provide the year of the judgment, order, or decree and the names of the parties to the legal action): 8. Are you or any of your Family members employed by, or do you or any of your Family members have any direct or indirect ownership interest in, or hold any officer or director positions in, any business Entity ( other than an affiliate of UIC) that had financial transactions with UIC or its subsidiaries since the beginning of UIC's last fiscal year (i.e., since January 1, 2017)? ("Family" means your spouse, parents, children, or siblings, by blood or by adoption; and "Entity" means an individual, sole proprietorship, partnership, joint venture, trust, association, firm, corporation, or other organization, whether or not operated for profit.) 0Yes 0No If you answered "yes" to the preceding question, please provide the following: (a) the name(s) of the Entity or Entities; (b) how much of the Entity you or your Family members own (i.e., number of shares or percentage interest), if any; (c) the positions and titles you or your Family members hold in the Entity, if any; (d) whether the Entity has conducted any business with UIC or its subsidiaries during the last fiscal year (i.e., since January 1, 2017); and (e) the purpose and amount of the transaction(s) between the Entity and UIC or subsidiaries, if any: 9. Are you or any of your Family members employed by, or do you or any of your Family members have any direct or indirect ownership interest in, or hold any officer or director positions in, any business Entity ( other than an affiliate of UIC) that has presently proposed financial transactions with UIC or its subsidiaries? ("Family" means your spouse, parents, children, or siblings, by blood or by adoption; and "Entity" means an individual, sole proprietorship, partnership, joint venture, trust, association, firm, corporation, or other organization, whether or not operated for profit.) 0Yes 0No P.O. Box 890 I Barrow, AK Phone (907) Page 15

8 2018 Candidate Application and Disclosure Questionnaire Ukpeagvik Ifiupiat Corporation If you answered "yes" to the preceding question, please provide the following: (a) the name(s) of the Entity or Entities; (b) how much of the Entity you or your Family members own (i.e., number of shares or percentage interest), if any; (c) the positions and titles you or your Family members hold in the Entity, if any; (d) whether the Entity has any presently proposed financial transactions with UIC.or its subsidiaries; and (e) the purpose and amount of the transaction(s) between the Entity and UIC or subsidiaries, if any: 10. Describe all legal proceedings to which you are or were a party with interests adverse to UIC or its subsidiaries during the last ten (10) years. 11. Please describe your qualifications to serve as a member of the Board of Directors ofuic, including your education and training (formal and traditional), any past employment history, and any past experience serving in leadership positions such as on boards, commissions, councils, or assemblies. If you wish, you may provide this information by attaching a current resume or statement of your education and relevant experience. DATE: SIGNATURE: PRINT NAME: P.O. Box 890 I Barrow, AK Phone (907) Page 16

9 2018 Candidate Agreement Ukpeagvik liiupiat Corporation U KPEAGVIK INUPIAT CORPORATION I,, am a shareholder of Ukpeagvik Ifiupiat Corporation ("UIC"), I am 18 years of age or older, and I am applying to be a candidate for a seat on the UIC Board of Directors. I acknowledge that I have been provided with a copy ofuic's Bylaws, and I certify that I meet all of the qualifications to serve as a member of the UIC Board of Directors as set forth in the Bylaws. I wish to have my name appear as a candidate on UIC's 2018 Annual Meeting ballot and to have my name and biographical information included in UIC's 2018 Annual Meeting proxy and proxy statement. I understand that I am prohibited from using UIC's trademarks and logos in any proxy and campaign communications without the prior approval ofuic. I certify that the information provided in the 2018 Candidate Application and Disclosure Questionnaire (and in the Supplemental Questionnaire, which I intend to submit) is true and correct to the best of my knowledge and belief. I understand that any willfully false statement is sufficient cause for the UIC Board of Directors to determine that I do not meet UIC's minimum standards of ability and integrity to serve as a director ofuic, and that, in such event, my name will not appear on the 2018 Annual Meeting ballot, and my name and biographical information will not be included in UIC's proxy and proxy statement. Candidate's Signature: Print Name: Date: # v i P.O. Box 890 I Barrow, AK Phone (907) Page 11

10 ~'!-~';/:? ' ; J TM'iq,~ UKPEAGVIK INUPIAT CORPORATION UIC BOARD OF DIRECTORS NAME TERM EXPIRATION Price E. Brower, Chairman Ned T. Arey, Sr., Vice Chairman Delbert J. Rexford, President/CEO Lloyd Kanayurak, Vice President Beverly J. Shontz Eliason, Treasurer Josiah Patkotak, Corporate Secretary Mary Jane Ahvakana Lang, Director Anthony E. Edwardsen, Director Richard Unga rook Sr., Director

11 Bylaws of Ukpeagvik lfiupiat Corporation UKPEAGVIK INUPIAT CORPORATION Amended anci Restated December 12, 2014

12 Amended and Restated Bylaws TABLE OF CONTENTS Page No. Article I: Shareholders... I Section 1.1 Annual Meetings l Section I.2 Special Meetings... 1 Section 1.3 Place Section 1.4 Notice... 1 Section 1.5 Quorum... 1 Section 1.6 Voting Of Shares, Registration & Proxies... 1 Section 1.7 Presiding Officers Section 1.8 List Of Shareholders Section 1.9 Selection Oflnspectors For Shareholder Meetings... 2 Section I.IO Duties Of Inspectors For Shareholder Meetings... 2 Section 1.11 Shareholder Proposals... 3 Article II: Board OfDirectors... 4 Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Section 2.8 General Powers... 4 Number & Tenure... 4 Qualifications & Election... 4 Resignation & Removal Vacancies... 5 Meetings... 5 Quorum... 5 Order OfBusiness, Chairman & Secretary... 5 Action By Consent... 6 Section 2.9 Section 2.10 Compensation... 6 Section 2.11 Executive Committee Section 2.12 Other Committees... 6 Article III: Corporate Officers... 6 Section 3.1 Number, Titles & Tenn OfOffice... 6 Section 3.2 Election, Qualification, & Term Of Office... 6 Section 3.3 Removal & Resignation... 7 Section 3.4 Vacancies Section 3.5 Powers & Duties Of The President... 7 Section 3.6 Vice Presidents... 7 Section 3.7 Treasurer... 7 Section 3.8 Secretary... 7 Section 3.9 Assistant Secretaries Section 3.10 Chairman Of The Board... 8 Section 3.11 Vice Chairman Of The Board... 8 Article IV: Indemnification Of Officers & Directors Article V: Capital Stock... 8 Section 5.1 Share Certificates... 8 Section 5.2 Transfer Of Shares Section 5.3 Closing Of Transfer Books & Fixing Record Date... 9 Section 5.4 Regulations... 9

13 Amended and Restated Bylaws Article VI: Miscellaneous Provisions... 9 St:t.:lion 6.1 Fiscal Y ~r... 9 Seal... 9 Notice & Waiver Of Notice... 9 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Conflicts Oflntcrcsts Competition With The Corporation I 0 Simultaneously Serving The Corporation And Other ANCSA Corporations Or Competing Companies Prohibited... I 0 Section 6.7 Appropriation Of Corporate Opportunity... I I Article VII: Amendments (li)

14 Amended and Restated Bylaws This page intentionally left blank.

15 Ukpeagvik Jfiupiat Corporation Article I: Shareholders Section 1.1. Annual Meetings The annual meeting of the shareholders shall be held between the first day of May and the last day of July of each year, unless the Board of Directors sets some other time, for the purpose of electing directors. Any business properly brought before the meeting may be transacted at an annual meeting, except as otherwise provided by law or Bylaws. Section 1.2. Special Meetings Special meetings of the shareholders for any purpose or purposes unless otherwise prescribed by statutes or by the articles of incorporation may be called at any time by the holders of not less than 10% (ten percent) of all the shares entitled to be voted at such meeting or by the Board of Directors, Chairman of the Board, or the President. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting. Section 1.3. Place All meetings of the shareholders for the election of directors shall be held in Barrow, Alaska or at such other place as the Board of Directors may designate. Meetings of shareholders for any other purposes may be held at any place within the Arctic Slope region of Alaska as shall be stated in the notice of the meeting. Section 1.4. Notice Written or printed notice stating the place, day and hour of each meeting of the shareholders and, in the case of a special meeting, the purpose or purposes for which such meeting is called, shall be delivered not less than twenty (20) nor more than sixty (60) days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting. Section 1.5. Quorum The holders of a majority of the shares entitled to vote, represented at a meeting of shareholders in person or by proxy, shall constitute a quorum, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws. If a quorum is present, the affirmative vote of a majority of the shares represented at any meeting and entitled to vote on this subject matter shall be the act of the shareholders unless otherwise required by law. If a quorum is not present, the shareholders present may adjourn the meeting to another date, place or time. Unless otherwise required by law, no notice of adjournment, other than the announcement at the adjourned meeting, need be given. Section 1.6. Voting Of Shares, Registration & Proxies At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder, or his authorized attorney in fact, and bearing a date not more than eleven (11) months prior to said meeting. In order to vote in person, a shareholder must also register to vote in advance of the annual meeting. Each registered voter shall be counted for quorum purposes and shall be treated as present at the annual meeting except as otherwise provided by these Bylaws. Persons who do not register in person may not vote at the annual meeting except by proxy. All undirected proxies solicited and received by the Corporation, which do not contain contrary instructions or specifically designate an individual proxy holder, shall be divided and voted as equally as possible among all of the candidates for the Board of Directors. An individual proxy holder must register in person in order to vote the proxy or proxies granted to him or her. Proxies granted to the Board of Directors shall be voted and counted regardless of the number of directors who attend the meeting in person or who register to vote in person. No proxy shall be voted at any meeting of the shareholders of the Corporation unless such proxy shall have been placed on file with the Secretary of the Corporation for verification by 5:00 p.m., Alaska time, on the day prior to the date of the meeting set 1

16 Amended and Restated Bylaws out in the notice of the meeting. Proxies shall be snbmittecl to the Corporation prior to the deadline by US mail, facsimile, or electronic transmission. All proxies and in-person ballots shall be counted so as to give effect to the intent of the shareholder. In cases where proxies or ballots are over voted or otherwise marked in a manner such that the intent of the shareholder cannot be reasonably determined, the proxy or ballot may be counted for quorum or other non-voting purposes so long as it is otherwise legally sufficient. Except as to the election of directors, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders. For election of directo;s, everj shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he or she has a right to vote, or to cumulate his vote by giving one candidate as many votes as the number of such directors multiplied by the number of shares he or she is entitled to vote, or by distributing such votes on the same principle among any number of candidates. Section 1.7. Presiding Officers The Chairman of the Board, or in the Chairman's absence, a Vice Chairman, shall preside at, and the Secretary, or in the Secretary's absence, an Assistant Secretary, shall keep the records of, each meeting of shareholders, and in the absence of either the Chairman and a Vice Chairman or the Secretary and an Assistant Secretary, their duties shall be perfonned by persons appointed at the meeting. Section 1.8. List Of Shareholders ( a) At least twenty (20) days before each meeting of shareholders, the officer or agent having charge of the share transfer book for shares of the Corporation shall make a list of the shareholders entitled to vote at the meeting or an adjournment of the meeting, arranged in alphabetical order, with the address of and number of shares held by each. The list shall be kept on file at the registered office of the Corporation and shall be subject to inspection by a shareholder at any time during the usual business hours for a period of twenty (20) days prior to the meeting. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of shareholders during the meeting. (b) Failure to comply with the requirements of this section does not affect the validity of the action taken at the meeting. Section 1.9. Selection Oflnspectors For Shareholder Meetings Approximately thirty (30) days prior to the first day of shareholder registration, the Board of Directors shall appoint one or more inspectors to act at the meeting or at any adjournment thereof. If inspectors are not so appointed, the Chairman or Vice Chairman or their designee shall appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors, the Chairman, Vice Chairman or their designee. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of their ability. Section Duties Of Inspectors For Shareholder Meetings The inspectors shall determine the number of shares outstanding, the voting power of each, and the number of shares represented at the meeting. The inspectors shall determine the existence of a quorum and the validity and effect of proxies; shall receive votes, ballots or consents; shall hear and determine all challenges and questions arising in connection with the right to vote; shall count and tabulate all votes, ballots and consents; shall certify the results; and shall do such other acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote, the inspectors shall make a report in writing of any challenge, question or matter determined by them, and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the fact stated and of the vote certified by them. 2

17 Amended and Restated Bylaws The inspectors may refer any matter about which they are doubtful to the Board of Directors for review and final determination. Section Shareholder Proposals (a) If an eligible shareholder notifies the Corporation of the shareholder's intention to present a proposal for action at a forthcoming meeting of the shareholders and complies with the provisions set forth below, the Corporation shall set forth the proposal in the proxy statement, identify it on the proxy fonn, and provide a means by which shareholders may vote with respect to the proposal. (b) To be an eligible shareholder, the proponent of the proposal must, as of the date of the notice of proposal, and thereafter through the date of the meeting, be a record or beneficial owner of voting stock in the Corporation. (c) A proposal to be presented at an annual meeting must actually be received by the Corporation at its principal executive offices no later than the deadline set for applications of candidates to the Board of Directors. ( d) An eligible shareholder may submit a maximum of one proposal. If the shareholder desires to submit a supporting statement, the statement must be submitted at the same time as the proposal. The proposal and supporting statements shall not exceed 500 words in the aggregate. If the proponent fails to comply with any of the limitations noted above, or if the proposal is in need of clarification, the proponent shall be provided an opportunity, within fourteen ( 14) calendar days following notice from the Corporation, to make any necessary changes to the proposal. (e) The Board of Directors may reject any shareholder proposal and omit it from the Corporation's proxy statement and proxy form under any of the following circumstances. (1) If the proposal would, if implemented, require the Corporation to violate any laws. (2) If the proposal relates to enforcement of a personal claim or is to redress a personal grievance, or if it is designed to result in a personal benefit to the proponent or to further personal interest which benefit or interest is not shared with the other shareholders at large. (3) If the proposal is a matter that is not significantly related to the Corporation's business or affairs. (4) If the proposal relates to any campaign for election to any corporate or public office. (5) If the proposal deals with a matter that is beyond tbe Corporation's power to effectuate. (f) If the Board of Directors opposes any proposal, the Corporation shall include in its proxy statement the proposal and supporting statement of the proponent. The proxy statement may also include the name and address of the proponent. If the Corporation intends to include a statement in opposition to a proposal, it shall, not later than ten (10) calendar days prior to the proposed date of mailing of the proxy statements forward to the proponent a copy of the statement in opposition to the proposal. (g) Unless the shareholder proposal sets out an action that the shareholders are empowered to take under law, the articles of incorporation and these bylaws, shareholder proposals, if adopted, shall be deemed recommendations to management and shall not be binding on the Corporation. 3

18 Amended and Restated Bylaws A1iicle II: Board Of Directors Section 2.1. General Powers All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, subject to any restrictions imposed by law, the Articles of Incorporation, and these Bylaws. Section 2.2. Number & Tenure The Board ofdirectors shall consist of nine (9) members, divided into three (3) classes of three (3) members each. At the 1988 annual meeting of shareholders, three (3) directors receiving the greatest number of votes shall be elected to positions expiring at the third annual meeting of shareholders after their election and one (l) director shall be elected to a position expiring at the second annual meeting after their election. At the 1989 annual meeting, the three (3) directors receiving the highest number of votes shall be elected to positions expiring at the third annual meeting after their election and two (2) directors shall be elected to positions expiring at the first annual meeting after their election. In each case, each director shall continue to serve until their successors are elected and qualified. Beginning with the 1990 annual meeting of shareholders, and each annual meeting thereafter, only one class of three directors shall be elected for three (3) year terms until their successors are elected and qualified. If for any reason it hereafter becomes necessary to elect the entire board at a special meeting or annual meeting of the shareholders or to otherwise reclassify the terms of the directors elected at any meeting, the candidate with the three highest votes will be members of the third class and their terms will expire at the third annual meeting after their election; the three second highest vote-getters will be members of the second class and their terms will expire at the second annual meeting after their election; and the three third highest vote-getters will be members of the first class of directors and their terms will expire at the first annual meeting of shareholders after their election. Thereafter, only one class of three (3) directors shall be elected for three (3) year terms until their successors are elected and qualified. Section 2.3. Qualifications & Election The directors shall be elected by the shareholders at their annual meeting each year. Each director must, at the time of their election as a director; (a) be a shareholder of the Corporation; (b) be at least 18 years of age; and ( c) not be disqualified under the provisions of Section 6.6 of these Bylaws. There shall be no board nominated or "management slate" candidates sponsored by the Corporation. However, in order to be listed on the Board's proxy and in the Board's proxy statement in connection with any annual or special meeting of the shareholders, a candidate must: (i) complete and timely submit to the Corporate Secretary an application on a form provided by the Corporation; (ii) timely submit to and pass a drug and alcohol screening test; (iii) as determined by the Board of Directors, meet the Corporation's minimum standards of ability and integrity to serve as a director of the Corporation, and (iv) timely comply with such other rules as the Board of Directors may prescribe. The names of all such candidates shall be listed on the Corporation's proxies and ballots in alphabetical order. Section 2.4. Resignation & Removal (a) Resignations. Any director may resign at any time by delivering written notice to the Chairman, the President, the Secretary of the Corporation, or the Board. Unless otherwise specified in the notice, the resignation is effective upon receipt. Ifby its terms the resignation is effective at a future time, the Board may elect a successor to fill the vacancy with the election to take effect as of the effective date of the resignation. (b) state Jaw. Removals. Removal of a director with or without cause must be made in accordance with applicable 4

19 Amended and Restated Bylaws Section 2.5. Vacancies Any vacancy occurring on the Board of Directors, except one created by removal by the shareholders, may be tilled by an affirmative vote of the majority of the remaining directors, whether consisting of a quorum ornot. A director elected by the Board to fill a vacancy shall be elected for the unexpired term of his predecessor's office and until his successors shall be elected and qualified. A vacancy created by removal by the shareholders shall be filled by election at a special or annual meeting of the shareholders held not less than ninety (90) and not more than one hundred and twenty (120) days after the date of the meeting of which the director or directors were removed. Section 2.6. Meetings (a) The annual meetings of the Board of Directors shall be held as soon as practicable after the annual shareholders' meeting at the same place as the annual shareholders' meeting or at such other place within or without the State of Alaska and at such time as may be determined by the directors. No notice of the annual meeting of the Board of Directors shall be necessary. (b) Special Board or committee meetings may be called at any place within the State of Alaska upon the call of the Chairman, the President, or any two directors with the concurrence of the Chairman or the President. Notice of the time and place of each special meeting shall be given by the Corporate Secretary, an Assistant Corporate Secretary, or the persons calling the meeting. Notice shall be given by personal communication, by telephone, or by electronically transmitted communication, at least 72 hours in advance of the time of the meeting. The person giving the notice shall keep a record of the manner in which notice was delivered and notice shall be effective upon any attempted delivery reasonably calculated to actually reach the director by any of the means provided. The purpose of the meeting or disclosure of the business to be transacted need not be given in the notice. Notice of any special meeting may be waived in writing (either before or after each meeting) and will be waived by any director who attends the meeting and who fails, before the meeting or at its commencement, to protest the lack of notice. (c) Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice ofregular meetings of the Board ofdirectors shall be necessary. (d) At any validly called meeting of the Board of Directors, any business may be transacted, and the Board may exercise all its powers. (e) Meetings of Directors, whether special or regular, may validly be conducted by communicating simultaneously by means of conference telephone or similar communications equipment in accordance with Alaska law, except that no director who is physically present in the same city or community where the meeting is being held may participate in the meeting by telephone. Any director participating in the meeting by telephone shall do so only under circumstances in which the privacy of the conduct of the meeting is assured. Section 2.7. Quorum A majority of the directors fixed by these Bylaws shall constitute a quorwn for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles oflncorporation or by these Bylaws. Section 2.8. Order Of Business, Chairman & Secretary At meeting of the Board of Directors, business shall be transacted in such order as from time to time the Board may determine. At all meetings of the Board of Directors, the Chairman or in his absence a Vice Chairman, shall preside, and in the absence of the Chairman and any Vice Chairman, a chairman shall be chosen by the Board among the directors present. 5

20 Amended and Restated Bylaws The Secretary of the Corporation, or in the absence of the Secretary, an Assistant Secretary, shill! act as Secretary of all meetings of the Board of Directors, but in the absence of the Secretary and Assistant Secretary, the presiding officer may appoint any person to act as Secretary of the meeting. Section 2.9. Action By Consent Except as otherwise required by law, the Articles of Incorporation, or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if an identical written consent thereto is signed by all the members of the Board of Directors or such committee, and such written consent setting out the action taken is filed with the minutes of the proceedings of the Board of Directors or of such committee. The consents shall have the same effect as a unanimous vote. Section Compensation Unless previously authorized at a meeting of shareholders, directors as such shall not receive any stated salary for their service, but by resolution of the Board, a fixed sum and expense of attendance, if any, may be allowed for attendance at regular or special meetings of the Board and the shareholders (including workshops, retreats or other corporate functions as detennined by the Board); provided that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefore, except that no more than four (4) directors at any given time may be employed by the Corporation or any of its subsidiaries. Section Executive Committee The Board of Directors may, by resolution passed by a majority of the whole Board, designate two or more directors to constitute a n Executive Committee. To the extent provided in such resolution, the Executive Committee may exercise all of the authority of the Board of Directors in the management of the Corporation, except where action of the Executive Committee is prohibited by statute. The Executive Committee shall act in the manner provided in such resolution. Section Other Committees The Board of Directors may, by resolution passed by a majority of the entire Board, establish committees composed of two or more Directors and other persons as may be necessary and convenient to promote the efficient operation of the Board or for other purposes. The composition, responsibilities and authority of any such committee shall be specified in the resolution. Unless specifically authorized by resolution, all such committees are advisory only and may not exercise the authority of the Board of Directors. Article III: Corporate Officers Section 3.1. Number, Titles & Term Of Office The officers of the Corporation (the "Corporate Officers") shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, a Chainnan of the Board, and such other officers as the Board of Directors may from time to time elect or appoint. Section 3.2. Election, Qualification, & Term Of Office Except for the President, each of the Corporate Officers shall be elected by the Board of Directors at each annual meeting of the Board of Directors, and all shall hold office witil their successor shall have been duly elected and qualified or until their death or until they shall resign or shall have been removed in the manner hereinafter provided. The President shall be elected by the Board of Directors to serve for a term of three (3) years, except that the President's term shall end in the event that the person holding the office of President is not re-elected to or is removed from the Board of Directors. One person may hold more than one office, except that the President shall not hold the office of Secretary. The Chairman, the President, the Vice President, the Secretary, and the Treasurer must all be members of the Board of Directors. 6

21 Amended and Restated Bylaws Section 3.3. Removal & Resignation Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. An officer or agent may resign at any time upon written notice as provided for directors, which shall be effective in the same manner as provided for directors in Section 2.4 of these Bylaws. Election or appointment of an officer or agent shall not of itself create contract rights. Section 3.4. Vacancies A vacancy in any office may be filled for the unexpired portion cif the term of the officer by a vote of a majority of the directors present at a meeting at which a quorum is in attendance and as is otherwise provided for directors in Section 2.4 of these Bylaws. Section 3.5. Powers & Duties Of The President The President shall be the Chief Executive Officer of the Corporation and, subject to the control of the Board of Directors, shall have general and executive charge, management and control of the properties, operations, and staff of the Corporation in the ordinary course of its business, with all such powers with respect to such properties, operations, and staff as may be reasonably incident to such responsibilities; the President shall attend all meetings of the shareholders and of the Board of Directors; may execute all bonds, contracts, and other obligations in the name of the Corporation; may sign all certificates for shares of capital stock of the Corporation; and may select and tenninate management and staff employees. Section 3.6. Vice Presidents Each Vice President shall have such powers and duties as may be assigned by the Board of Directors. Section 3.7. Treasurer The Treasurer shall have custody of all the funds and securities of the Corporation. When necessary or proper, the Treasurer may endorse on behalf of the Corporation for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors; the Treasurer may sign all receipts and vouchers for payment made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors. Whenever required by the Board of Directors, the Treasurer shall render a statement of cash accounts; enter or cause to be entered regularly in books of the Corporation to be kept for that purpose full and accurate accounts of all monies received and paid out on account of the Corporation; perform all acts incident to the position of Treasurer subject to the control of the Board of Directors; if required by the Board of Directors, give such bond for the faithful discharge of the Treasurer's duties in such form as the Board of Directors may require. Section 3.8. _ Secretary The Secretary shall keep the minutes of all meetings of the Board of Directors and minutes of all meetings of the shareholders, in books provided for that purpose; attend to the giving and serving of all notices; may sign with the President in the name of the Corporation, all contracts of the Corporation and affix the seal of the Corporation thereto; may sign with the President all certificates for shares of the capital stock of the Corporation; may attest all resolutions and documents adopted by the Board of Directors; shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to the inspection of any director at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of Secretary subject to the control of the Board of Directors. 7

22 Amended and Restated Bylaws Sediuu 3.9. Assistant Secretades Each Assistant Secretary shall have the usual powers and duties pertaining to that office, together with such other powers and duties as may be assigned by the President. The Assistant Secretaries shall assist the Secretary in canying out the Secretary's duties. Section Chairman Of The Board The Chairman of the Board shall preside at all meetings of the Board of Directors and shareholder meetings, except as otherwise provided by these Bylaws. The Chairman shall sign ali resolutions and documents duly adopted by the Board of Directors and shall perfonn such other duties as may be prescribed by the Board of Directors. However, the duties of the Chairman shall be prescribed in such a manner to ensure that they do not conflict with or duplicate the duties of the other officers of the Corporation. Section Vice Chairman Of The Board In the absence of the Chairman of the Board, or whenever requested to do so by the Chairman of the Board, the Vice Chairman of the Board shall (a) preside at meetings of the Board or the shareholders, (b) sign resolutions and documents duly adopted by the Board of Directors, and ( c) perform such other duties as may be prescribed by the Board of Directors, provided that such other duties do not conflict with or duplicate the duties of the other officers of the Corporation. Article IV: Indemnification Of Officers & Directors Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as director, officer or agent of another Corporation, partnership joint venture, trust or other enterprise, shall be indemnified by this Corporation to the full extent permilletl untler the Alaska Corporations Code, and any amendments thereto. Any determination required by said Code to be made as to the propriety of any indemnification shall, whenever appropriate and pennitted by that Code be made by a vote of a quorum consisting of disinterested directors, or the written opinion of independent counsel as permitted by law, or approval of the outstanding shares. Any indemnification under this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, provisions oflaw, or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such persons. The Corporation shall have the power to the extent permitted by the Alaska Corporations Code, to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify against such liab1hty under the provisions of the Article. Article V: Capital Stock Section 5.1. Share Certificates The share certificates of the capital stock of the Corporation shall be in such form as shall be approved by the Board of Directors. The certificates shall be signed by the President or a Vice President, and also by the Secretary or an Assistant Secretary and may be sealed with the seal of this Corporation or a facsimile thereof. Where any such certificate is signed by a transfer agent or registered by a registrar, the signatures of any such President or Vice President and Secretary or Assistant Secretary may be a facsimile. They shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit such information as may be required by law. 8

23 Amended and Restated Bylaws Section 5.2. Transfer Of Shares The shares of the stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives, upon surrender and cancellation of certificates for a like number of shares. Section 5.3. Closing Of Transfer Books & Fixing Record Date (a) Closing of transfer of books. To determine the shareholders entitled to notice of or to vote at a meeting of shareholders or an adjournment of a meeting, or entitled to receive payment of a dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may close the stock transfer books for a stated period not exceeding seventy (70) days. If the books are closed to determine shareholders entitled to notice of or to vote at a meeting of the shareholders, they shall be closed for at least twenty (20) days immediately preceding the meeting. (b) Fixing Record Date. Instead of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for the determination of shareholders. This record date shall not be more than sixty ( 60) days and, in the case of the meeting of shareholders, not less than twenty (20) days before the date on which the particular action requiring the determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of the shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date which the resolution of the board of directors declaring the dividend is adopted is, as the case may be, the record date for the determination of shareholders. When the determination of shareholders entitled to vote is made as provided in this section, the determination applies to an adjournment of the meeting of shareholders. Section 5.4. Regulations The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient and not inconsistent with law concerning the issue, transfer and registration or the replacement of share certificates for the capital stock of the Corporation. Article VI: Miscellaneous Provisions Section 6.1. Fiscal Year The fiscal year of the Corporation shall be such as the Board of Directors shall, by resolution, establish, and the fiscal year is hereby fixed as being January 1 to December 31. Section 6.2. Seal The seal of the Corporation shall be such as from time to time may be approved by the Board of Directors. Section 6.3. Notice & Waiver Of Notice Whenever notice is required to be given to a shareholder, director or officer of the Corporation under the provisions of these Bylaws, the Articles of Incorporation, or as required by law, said notice shall be deemed to be sufficient if given by depositing the same in the post office box in a sealed, postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated herein, shall be deemed equivalent to such notice. Section 6.4. Conflicts Of Interests (a) A contract or other transaction between a corporation and one or more of the directors of the corporation, or between a corporation and a corporation, firm, or association in which one or more of the directors of 9

24 Amended and Restated Bylaws the corporation has a malt:rial financial interest, is neither void nor voidable because the director or directors or the other corporation, finn, or association are parties or because the director or directors are present at the meeting of the board that authorizes, approves, or ratifies the contract or transaction, if the material facts as to the transaction and as to the director's interest are fully disclosed or known to the shareholders and the contract. or transaction is approved by the shareholders in good faith, with the shares owned by the interested director or directors not being entitled to vote; or board, and the board authorizes, approves, or ratifies the contract or transaction in good faith by a sufficient vote without counting the vote of the interested director or directors, and the person asserting the validity of the contract or transaction sustains the burden of proving that the contract or transaction was just and reasonable as to the corporation at the time it was authorized, approved, or ratified. (b) A common directorship does not alone constitute a material financial interest within the meaning of this section. A director is not interested within the meaning of this section in a resolution fixing the compensation of another director as a director, officer, or employee of the corporation, notwithstanding the fact that the first director is also receiving compensation from the corporation. (c) A contract or other transaction between a corporation and a corporation or association of which one or more directors of the corporation are directors is neither void nor voidable because the director or directors are present at the meeting of the board that authorizes, approves, or ratifies the contract or transaction, if the material facts of the transaction and the director's other directorship are fully disclosed or known to the board and the board authorizes, approves, or ratifies the contract or transaction in good faith by a sufficient vote without counting the vote of the common director or directors or the contract or transaction is approved by the shareholders in good faith. This subsection does not apply to contracts or transactions covered by (a) of this section. (d) Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes, approves, or ratifies a contract or transaction. Section 6.5. Competition With The Corporation No member of the Board may vote on or participate in a decision of Lht: Boan.I with respect to any matter in which they have a competing business or competing material financial interest. In the event a Board member is uncertain whether they have such an interest, they shall disclose the nature of any possible such interest to the Board, and the Board shall decide by majority vote whether such a competing interest exists. The dete1mination of the Board as to the existence or lack of a competing interest shall be final and conclusive proof that there is or is not such an interest. It shall be considered cause for removal by the shareholders and for the Board of Directors to rescind any Board action if it is later determined by a majority of a quorum of the directors that a director knew they had such a competing interest and did not abstain from voting or knew that there was a possibility of such a competing interest. and did not request a determination by the Board of Directors. No action taken by the Board in which a director with a competing interest has participated shall be void by virtue of that director's participation, except that any such act may be rescinded by a majority vote of a quorum of the directors if it does not impair a valid contract and is in the best interests of the Corporation to do so. In all cases, a director with such a competing interest may be counted for a quorum purposes, but may not vote in determination of the existence of the competing interest. Section 6.6. Simu]taneously Sening The Corporation And Other ANCSA Corporations Or Competing Companies Prohibited Directors, officers, and exempt employees of the Corporation and any of its subsidiaries shall not be eligible for service or employment, and shall be terminated from office or employment, if they are or become, (a) a director, officer, or exempt employee of any other corporation organized and existing pursuant to the Alaska Native Claims Settlement Act (ANCSA), or (b) a director, officer, exempt employee, partner, or owner of more than ten percent (10%) of the equity interests in any company or business, of which more than ten percent (10%) of the revenues are derived from business activities that nre in direct competition with any business or activity of the Corporation or any of its subsidiaries. For purposes of this section, "exempt employee" means an employee who is exempt from the provisions of the Alaska Wage & Hour Act or any similar statute that succeeds it. This Section 6.6 shall become effective on April 19, IO

25 Amended and Restated Bylaws Section 6.7. Appropriation Of Corporate Opportunity Each director has a duty of exclusive loyalty to the Corporation. Accordingly, no Board member may appropriate a corporate business opportunity for themselves unless they fi rst tender the opportunity to the Corporation and the Board declines the opportunity by a vote of disinterested directors. Ifa director desires to pursue a business o pportunity personally without tendering it to the Corporation, the director must first resign from the Board before taking any steps directly or indirectly to appropriate the opportunity personally. A director who sits on the board of another corporation may have competing obligations when it comes to these issues. If these obligations preclude the director from disclosing the business oppo11unity to both corporations, the director should seek independent legal advice and may have to resign from one or both board positions. Nothing in this bylaw provision is intended to supersede or diminish the director's common law duly of exclusive loyalty to the Corporation. Article VII: Amendments These Bylaws may be altered, amended or repealed by an affirmative vote of a majority of the outstanding shares entitled to vote, if notice of the proposed amendments be contained in the notice of said meeting, or by the Board ofdirectors at any regular or special meeting, provided notice of said proposed amendment be contained in the notice of the meeting. l, Richard A. Ungarook, Sr., certify that: CERTIFrCATE OF THE SECRETARY (I) ram the duly elected Corporate Secretary of the Ukpeagvik Iiiupiat Corporation; and (2) The above constitutes the Bylaws of Ukpeagvik fiiupiat Corporation as adopted by the Board of Directors on April J O, 1973; as amended on July I, 1974; December 11, 1974; February 5, 1975; January 8, 1978; November 15, 1980; June 17, l 987; October 16, 1987; October 25, 1988; June 27, 1989; November l, l 989; May I 3, 1996; November 30, 1996; February I 0, 1997; April, 6, l 998; October 20, 2003; December l8, 2003; March 7, 20 I l ; Apri l l 9, 201 l ; June 8, 20 I 2; and December 12, R~~ CORPORATE SECRETARY Price E. Brower CHAIRMAN, I 1 l/ _v2

26 U IC Executive Management TM -~ UKPEAGVIK INUPIAT CORPORATION Ethel Akpik Ned Arey Sr. Clayton Arterburn Kristina Baiborodova Christopher Bertz Robert Bierman Price E. Brower Justin Corrigan Robert "Bob" Cronen Anthony E. Edwardsen Vernon Edwardsen Beverly Shontz Eliason April Fischer Antonio "Mario" Gamboa Christian Grant Walt George Don Gray Jacob Gum Nagruk Harcharek Richard Helms Denise Hopson Larry Houle Michael Hundley Karlin ltchoak Myrna Jackson Lloyd Kanayurak Mary Jane Ahvakana-Lang Jill Leach Terri Mitchell Roxanna Moe Christopher Monetta Terry Moore Carol Murphrey Lars Nelson Deb Orth Josiah Patkotak Michele Rambo Cary Randolph Quentin "Ted" Rayhart Harriet Reich Richard Reich Jennifer Reichelt Delbert Rexford Lori Schendel Joseph Stanich Joseph Steele Richard Ungarook Sr. Wiley Wilhelm Suzanne Woods