On December 30th, Tanana Chief Conference (TCC) filed a response to the plaintiffs’ unfounded assertions in the Dot Lake and Healy Lake Villages v. TCC Superior Court lawsuit. This lawsuit was filed against four members of the TCC Executive Board by the Dot Lake and Healy Lake villages.
Last week, the Fairbanks Daily News-Miner (FDNM) reported that an amended complaint had been filed in the lawsuit and that the amended complaint attacks TCC’s Vice President. In fact, this document does not appear on the Court’s docket and TCC was not provided a copy. Yet, an unknown source gave this document to the news media, which resulted in widespread publicity about a document that is not publicly available and has not been provided to TCC.
The news media reports that the amended complaint raises questions about the Special Full Board of Directors Meeting that took place on December 15th. That meeting was properly called by TCC Tribes in full accordance with TCC’s bylaws. More than the required twelve Directors requested the meeting to address the worsening internal management issues at TCC.
There is no merit to the plaintiffs’ claims otherwise. The legal theory in this lawsuit has already been rejected by the Alaska Supreme Court in Holmes v. Wolf, a similar case brought by plaintiffs’ counsel. In that case, the plaintiffs lost, and the defendants were awarded enhanced attorneys’ fees based on the plaintiffs’ “bad faith [and] vexatious conduct.” That is, the plaintiffs had to pay the defendants 150% of the defendants’ actual attorneys’ fees and costs in the lawsuit because it was vexatious and conducted in bad faith. The same is true of this lawsuit, which relies on identical discredited legal theories, and appears to have been filed solely for political reasons.
Even more concerning, after reviewing the initial complaint and the press report, it is clear that the former Chief/Chairman and a few other TCC Board Members participated in filing the lawsuit against the TCC Executive Board Directors. They disclosed confidential TCC corporate information, disclosed confidential personnel information, and disclosed privileged legal advice in the lawsuit. This violates those Directors’ fiduciary duties to TCC and to its member Tribes, and directly violates the TCC Board of Director’s Code of Ethics:
Particular problems arise when a Director . . . makes a legal claim or participates in litigation against TCC. While TCC does not and could not take away the right of a Director to seek a judicial determination of legitimate good faith disputes against TCC, a Director who participates in a legal claim or litigation against TCC must be very careful to act in a way that is consistent with his or her duty of loyalty. Any such Director shall 1) not be permitted to participate or vote on any matter relating to the legal claim or litigation, 2) not make any use of private corporate information obtained in his capacity as a Director, and 3) not seek to enlarge the legal claim or litigation beyond what is necessary to obtain a determination of the dispute at issue. Where the legal claim or litigation is likely to be prolonged, involves issues of importance to the Director or to TCC, the Director in consultation with the Director’s own counsel, should consider whether it has become impossible to fulfill the duties of a Director to TCC and consider resigning as a Director.
It is not possible for a TCC Director to honorably “fulfill the duties of a Director to TCC” while actively orchestrating and filing a lawsuit against other TCC Directors. It is not possible for a TCC Director to ethically “fulfill the duties of a Director to TCC” while disclosing confidential TCC information to the press and public and to carry out an active media campaign against TCC. The only honorable and ethical course for those Directors is to resign from the TCC Board of Directors.
“Right now, our focus needs to be towards healing and rebuilding TCC after the damaging actions of the previous administration,” said Acting TCC President Brian Ridley. Ridley added, “However, we must and we will continue to defend our organization, including our leadership and employees, against these vicious and untruthful attacks.”