Calista Corporation Board of Directors Chairman Announcement
Letter to the editor
As Chairman of the Board, I have directed and approved Robert Beans, Ethics Committee Chair, to make the following announcement. In response to shareholder concerns, the ethics committee and Calista sought outside legal opinion as to whether an advance to a director is a loan under Alaska State Law.
— Willie Kasayulie, Chairman of the Board, Calista Corporation
Calista Corporation, Board of Directors Ethics Committee, Chair - Robert Beans
As chairman of Calista Corporation’s Board of Directors Ethics Committee, I wanted to correct the misinformation that has been published in the Delta Discovery over the last few months regarding whether the “advances” that were previously paid to two Calista directors were or were not improper loans. The previous published statements advocated that they were proper and should not have been considered by shareholders as a negative during the directors’ election campaign.
To put this matter to rest, Calista hired legal experts to answer this question. The answer from the legal expert was based on Alaska statute, legislative history, and Alaska Supreme Court case law. The opinion stated:
“In conclusion, if funds are provided to a director as an advance with a stated or implied obligation to repay Calista such funds, the transactions would constitute “loans” under Alaska law and Calista’s Code of Ethics, and as a result would require the approval of two-thirds of the outstanding shares of Calista.”
There was no shareholder approval of the advances in question. There is no question that the previous advances violated Calista’s Code of Ethics and state law. It is now time to put this matter behind us. The full legal opinion is posted on Calista’s Website at http://www.CalistaCorp.com.
Calista’s Directors and management have the same goal — to ensure that Calista is united as a team, as that is the only way to ensure that our shareholders and descendants are properly served by those of us entrusted to the positions we now have.
— Robert Beans, Calista Corporation Board of Directors.