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Subject: Please post appropriately
Date: Sun, 20 Sep 92 14:42:38 PDT
Alcor September Business Meeting Report
By Ralph Whelan
The September meeting of the Alcor Board of Directors, open to the
public, began 1:02 pm. and took place at the Alcor facility in Riverside,
California.
Since the board would be voting on all nine board seats, the meeting
began with a discussion of the voting procedure for new directors and
officers. The voting was conducted by secret ballot, and it was agreed
that if there was a tie for one or more of the seats, the candidates
"competing" for those seats would then constitute a new ballot, and voting
would continue with the _original_ nine directors having as many votes to
cast as there are available seats. Paul Wakfer noted that we should
conduct business relevant to the existing board _prior_ to voting in a new
board. The only business specifically relevant to the existing board was
the approval of the July and August minutes, so that topic was moved to
the top of the agenda.
Page 2, paragraph 3 of the July minutes will be changed to include
Naomi Reynolds, Keith Henson, and Steve Bridge in the list of persons
present in the Boston standby. Page 3, paragraph 5 of the August minutes
will be changed to indicate that Carlos' memo (which the board approved)
implemented roughly one third (by dollar value) of the Patient Care Trust
Fund Advisory Committee's (P.C.T.F.A.C.) suggestions. Page 4, paragraph 3
of the August minutes will be changed to indicate "Carlos and Keith"
rather than "Saul and Keith."
With those changes, the minutes were unanimously approved.
Carlos Mondragon read a list of people that were suggested to him by
various members for potential board seats. He then nominated all of the
people on that list. Each nominee was then allotted a maxium of 5 minutes
for "campaign speeches." Three persons who were not nominees also
described their preferences. Ballots were then handed to the 9 directors.
Bill Seidel, Mike Perry, and Ralph Merkle were designated (by mutual
agreement) voting tallyers, and they collected the voting sheets of the
directors.
The results of the voting for perpetuation of the board are as
follows (the number of votes received follows each name): Hugh Hixon (6),
Carlos Mondragon (6), Dave Pizer (6), Mark Voelker (6), Steve Bridge (5),
Keith Henson (5), Allen Lopp (5), Brenda Peters (5), Ralph Whelan (5)
When the voting results were announced, Charles Platt raised the
issue that sealing the voting sheets in an envelope (which was the
intention of the tallying committee) could lead people to question the
integrity of the vote counting. Other persons then expressed interest in
seeing the voting results for the remainder of the candidates. Dave Pizer
made a motion that the tallying committee should "unseal" the voting
sheets, check the voting results for _all_ candidates, reseal the voting
sheets, and announce the remainder of the voting totals. The motion
passed unanimously.
The new board then interrupted the public the meeting for a 35-minute
private session, to orient new board members and to prepare an agenda for
the remainder of the meeting.
When the public meeting resumed, Keith Henson reported that our most
recent standby and transport (the James Hourihan case) cost over $21,000,
wich is at least seven times the allotted cost for standby and transport
($3,000). The family did reimburse Alcor for some portion of this added
expense. Keith solicited suggestions for abating this. Charles Platt
suggested that we use at most one person from Riverside on a standby, with
the remainder being local volunteers. The lack of adequate transport
equipment outside of Alcor Central (that is, equipment that is _not_
present at most local chapters) was considered, in that perhaps the high
up front cost of supplying chapters with more equipment will save costs
over the course of several suspensions.topic was tabled for further study.
A member of Alcor has submitted a research proposal which will test
memory survivability in salamanders. The proposal requires $3,000. The
board voted unanimously to approve the research proposal. _Cryonics_
magazine will report further details of this research effort as they
become available.
There was considerable debate about whether it is reasonable to use
Endowment Fund money to purchase equipment from Cryovita. Eric Klien
argued that money should never be removed from the Endowment Fund, since
when the Fund was created it was said to the membership that only the
interest would be used for operations. Ralph Whelan responded that this
is in fact an Operating Endowment investment, since the money will be
repayed to the Endowment through the course of the next several (eight or
so) suspensions with at least the interest the money would receive had it
not been used for this loan. Eric responded that this was a high-risk
investment, and was not reasonable for that reason. Keith Henson
responded that at the rate Alcor is currently doing suspensions (six per
year) there was not much risk that the money would not be repayed.
However, Paul Wakfer indicated that he would be willing to finance
the purchase for Alcor, with an arrangement whereby we pay Cryovita
(instead of repaying the Endowment) on a monthly basis for interest
accrued on the amount owed to Cryovita, and pay off the principal in
$3,000 blocks as each suspension is performed. Carlos made a motion for
the board to authorize his pursuing this, which was seconded and voted in
with two abstentions. (Hugh Hixon and Brenda Peters are Cryovita
shareholders, and thus could not vote.)
Dave Pizer made a motion that if our attorney does not advise us re
the 1 Million A.D. funds within two months, we should simply take the
existing money. The motion was seconded, but failed with three in favor
and five opposed.
Keith Henson circulated a draft of a patent policy for insuring the
interests both of Alcor as an organization and for specific employees of
Alcor re patentable inventions. Keith's motion to pass the draft was not
seconded because various board members felt too unfamiliar with the
concept. The topic was moved to the agenda of the October meeting.
Allen Lopp explained that Alcor member Austin Tupler has offered to
underwrite an independent audit for Alcor's books, to upgrade the
credibility of Alcor's financial statements. He then explained that
persons interested in picking the auditor, overseeing the proceedings,
etc., should contact Austin Tupler or Allen Lopp to become a part of the
newly forming Audit Committee.
Dave Pizer suggested that we get an estimate from the auditor(s) in
advance, and then form a fund (that Austin Tupler and others will
underwrite) that should meet this estimate in advance of the commencement
of auditing.
The October meeting agenda will include a discussion by the Board on
what it might do to increase membership participation in selection of
directors.
Eric Klien circulated several documents detailing his opinion that
the money now in the various Alcor funds is being mismanaged. Eric cited
the dates and amounts of several removals of money from the Fund, stating
that none of the removals should have been performed. He used this
information to conclude that Alcor is running at a deficit, rather than at
a surplus, as Carlos has asserted.
Dave Pizer then went to great trouble to explain that when Carlos
stated that Alcor is running at a surplus, he is referring to how our
finances compare with our _projected_ finances for this period. Carlos
pointed out that Eric is listing only money being removed from the Fund,
instead of listing money going in and receivables as well. Carlos
maintained that the Endowment has never suffered the kind of depletion
that Eric describes.
Brenda moved that all of the persons now handling Alcor's money be
bonded, under the proviso that Austin Tupler provide the funding for this
in advance. The motion passed unanimously.
Dave suggested that Eric give written suggestions to the board--by a
week before the next meeting--on how Alcor could handle its books to the
satisfaction of Eric and other concerned parties.
Brenda then expressed great concern that her investigation into the
"Trust" in the Patient Care Trust Fund was frustrated by a) her inability
to find a resolution in previous minutes making this a trust, and b) the
lack of a written communication by Alcor's attorney in this matter that
simply naming it a trust gives it trust-like protection. It was generally
agreed that an attorney should be consulted for further advice on how to
make the P.C.T.F. more like a trust, but no resolution to this effect was
passed.
Keith made a motion that we should vote again on naming Patient Care
Trust Fund just to assure anyone interested that it IS a trust, whether we
can find the original declaration to that effect or not. The motion
passed unanimously.
On the suggestion of Leonard Zubkoff, it was unanimously agreed that
there will now be an "Action Items" section of the minutes, and that it
will be the responsibility of the Chairman of any given meeting to
identify action items and point them out to the secretary for listing
under "Action Items" and for addition to the agenda of the next meeting.
Michael Riskin brought up the topic of an "ombudsman" (a liaison
between members and the board), offering to perform this duty himself. It
seemed appropriate for the members to choose their own liaison, rather
than a have a board-appointed one, so Michael will be ombudsman for 90
days, during which time he will write an article for _Cryonics_ informing
the membership of their opportunity to vote for an ombudsman, and he will
prepare a special mailing to that effect. The board voted on and
unanimously approved the proposal.
The topic of severance packages for Alcor employees came up. There
was some discussion of severance packages in relation to specific
employees, and then the topic was generalized. Dave Pizer made a motion
that Ralph Whelan, Mark Voelker, Dave Pizer, and Brenda Peters form a
committee to form a policy on severance packages for Alcor employees, and
to investigate prior severance packages to insure that they were handled
properly.. The motion passed unanimously.
The meeting was adjourned at 6:44 p.m.
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