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Not acting in the Interest of the Association |
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Not acting in the interest of the Association
Directors Vazquez, Kalenka, Gimarc and Hill voted to change Board Policy 128 on Confidentiality allowing Directors to retain company confidential material and Chugach property after the leave the Board.
Quoting from the Superior Court’s Preliminary Injunction in Chugach Electric vs. Ray Kreig, “Corporate books and records are the property of the corporation and not of the officers or directors or shareholders.” “It is the duty of retiring officers to turn the custody and possession of the corporate books and records over to their successors in office.”
The use of corporate information for one’s own purposes is a breach of the fiduciary duty of loyalty owed by a director to the corporation.
Yet Directors Vazquez and Kalenka stated they needed the material for their personal protection. At 1:43:40 in the May 2, 2007 Operations Committee meeting Director Vazquez stated, “I fell extremely uncomfortable in my ability to defend myself should I be down the road sued under Sarbanes Oxley action I want to be able to have my documents.”
At 1:46:30 in the May 2, 2007 Operations Committee meeting Director Kalenka stated, “… you are right, this is also partially for self protection. I would like to be in a position should I have to defend myself to have those things in my possession rather than having to go through court making motions and have Chugach disclose those things.”
Document: BP 128 - Confidentiality
Document: Meeting Minutes 5/2/07
Audio Clip: Audit Operations Meetings 5/2/07
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