Henrichs v. CHUGACH ALASKA CORP., 260 P.3d 1036

Chugach Alaska Corporation (Alaska) uses a proxy system for electing a nine-member board with three-year staggered terms.
Henrichs, Tabios, and Burk sought reelection in 2005 but were excluded from the proxy materials by the board.
The board informed them they could run as independents and distribute their own materials.
The 2005 shareholders’ list request sought shareholder names, addresses, and share counts; list was provided after suit was filed.
The 2005 proxy materials did not include Henrichs, Tabios, or Burk; all three ran independent campaigns.
In 2006, requests for additional shareholder information (phone numbers, emails) were partially granted electronically, but not for full contact details.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Do AS 10.06.430(b) and 10.06.450(d) require delivery of records?	Henrichs argues delivery of records is required.	Chugach argues only inspection/copy is required, not delivery.	No delivery duty; statutes grant inspection rights.
Was the 2005 shareholder list provided within a reasonable time?	Requests were timely (Aug–Sept 2005).	Information provided two days before proxy mailings; adequate.	Summary judgment proper regardless; inspection not attempted at office.
Was converting the 12(b) motion to dismiss into summary judgment proper without notice?	Conversion deprived due process and prevented response.	Non-moving party had opportunity to respond; exhibits supported SJ.	No prejudice; conversion appropriate and not a default.
Were the 2005 proxy statements compliant with ANCSA proxy regs?	Chugach failed to disclose contested election and exclude names.	No requirement to include non-nominee or non-continuing directors; compliance.	Proxy statements complied with applicable regulations.
Were the 2005 and 2006 information requests relating to contact details improper?	Right to information includes personal contact details.	Statutes permit inspection; do not require disclosure of phone/email data.	Statutes limit to inspection; contact details not required.

Beegan v. State, Dep't of Transp. & Pub. Facilities, 195 P.3d 134 (Alaska 2008) (standard for summary judgment de novo review in public-facility context)
Newton v. Magill, 872 P.2d 1213 (Alaska 1994) (statutory interpretation and summary-judgment framework)
Parson v. State, Dep't of Revenue, Alaska Hous. Fin. Corp., 189 P.3d 1032 (Alaska 2008) (statutory interpretation of state housing and revenue regulations)
FDIC v. Laidlaw Transit, Inc., 21 P.3d 344 (Alaska 2001) (fiduciary duty and corporate record inspection standards)
Kaiser v. Umialik Ins., 108 P.3d 876 (Alaska 2005) (summary judgment standards and Rule 56 considerations)
Martinez v. Ha, 12 P.3d 1159 (Alaska 2000) (summary-judgment inference and material facts)
Demmert v. Kootznoowoo, Inc., 45 P.3d 1208 (Alaska 2002) (corporate governance and shareholder rights)