Rude v. Cook Inlet Region, Inc., 322 P.3d 853

CIRI is an ANCSA organization governed by a 15-member board with staggered terms and annual meetings; 2010 meeting was held in Puyallup, Washington.
Rude and Rudolph, former directors/shareholders, formed the R&R Alliance and issued a joint proxy for the 2010 election.
The Inspector of Election refused to cumulate the R&R votes; the R&R proxies totaling 27% were split evenly between Rude and Rudolph, preventing either from being seated.
Shareholders sued CIRI challenging the election’s fairness; superior court granted summary judgment to CIRI on all election-related claims.
There is prior related litigation (2008) and related federal litigation; collateral estoppel and res judicata issues are relevant to the current claims.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Veracity of cumulative voting on proxy form	Rude/Rudolph argue proxies allowed cumulation under ANCSA rules.	Proxy language implied equal distribution unless directed otherwise; inspector acted correctly.	Proxy required equal distribution absent explicit direction.
Validity of meeting location affecting fairness	Holding in Washington biased Alaska shareholders and harmed fairness.	Board acted reasonably given substantial non-Alaska shareholder base and bylaws allowing out-of-state meetings.	Board decision to hold meeting in Washington was reasonable and permitted by bylaws; not unfair.
Collateral estoppel on independent candidates	CIRI’s proxy did not include independent candidates; fairness claims should proceed.	Earlier ruling disposes of this issue; collateral estoppel bars relitigation.	Collateral estoppel applies; the issue is barred.
Attorney’s fees under Rule 68; sanctions under Rule 11	Rule 68 offers should not be deemed insufficient to preclude fees; sanctions denied wrongly.	Offers were proper; merits and discovery support reasonable fee recovery; sanctions not warranted.	Remand to reconsider Rule 68 fees; sanctions denied.

Rude v. Cook Inlet Region, Inc., 294 P.3d 76 (Alaska 2012) (forcibly discusses cumulative voting and proxy interpretation)
Beal v. McGuire, 216 P.3d 1154 (Alaska 2009) (Rule 68 offers must be evaluated for settlement prospects)
Anderson v. Alyeska Pipeline Service Co., 234 P.3d 1282 (Alaska 2010) (assesses reasonableness of settlements/offer judgments)
Gold Country Estates Preservation Group, Inc. v. Fairbanks North Star Borough, 270 P.3d 787 (Alaska 2012) (open meetings and Rule 68 applicability with equitable relief)
Fernandes v. Portwine, 56 P.3d 1 (Alaska 2002) (Rule 68 offers must be comprehensive to cover equitable claims)