X-Message-Number: 1330
From:
Subject: Please post
Date: Tue, 10 Nov 92 00:04:18 PST
Business Meeting Report
by Ralph Whelan
The November 1, 1992 meeting of the Alcor Board of Directors--
open to the general public--began at 1:08 p.m. at the home of
Ralph Whelan.
Resolved: The October Alcor Board of Directors meeting
minutes are approved without change. (Unanimous)
Carlos reported that the Riverside City Council ratified a
Conditional Use Permit for Alcor, but that the authorization
prohibits animal research. Now that Alcor will be receiving its
C.U.P., certain compliance conditions must be met (for instance
the creation of a window in the facility crew room). Carlos also
mentioned that their prohibition is a form of selective
prohibition (i.e., animal research per se is not illegal in
Riverside), and that we may be able to combat it on that basis.
Keith Henson proposed that we offer to engage in binding
arbitration over the resolution of the dispute over the capital
stock of One Million A.D. (part of the Dick Jones estate). This
would require that the family beneficiaries not object to the
trustee distributing to Alcor the undisputed current assets
($85,000) prior to entering arbitration. It would minimize the
risk that they could countersue for the whole company.
Resolved: Carlos is authorized to approach Barret McInerney
about going to arbitration about the capital stock of One
Million A.D., with the proviso that the family beneficiaries
not object to a distribution to Alcor by the trustee of the
undisputed current assets. (Unanimous)
Carlos reported that most of the investments authorized at
the October meeting have been implemented. On those not
implemented, we are awaiting the necessary documents. Courtney
advised Carlos that those were "closed end funds," which means
that we can buy them right away (i.e., without the applications
for which Carlos was waiting).
A Colorado morning show, Colorado Today, conducted a poll of
the viewers about the workability of cryonics, after showing a
segment on cryonics. The call-ins indicated that 61% of the
viewers (or at least those that called in) believed that cryonics
would work. Also, a sitcom airing on Wednesday nights, Mad About
You, deals peripherally with cryonics in an amusing, favorable
manner in one episode due to air in the next two or three weeks.
Carlos brought up the overdue bill to Cryovita, and proposed
that the Board authorize him to move money from the P.C.T.F. to
the Operating Fund, money that is owed to the Operating Fund
anyway and would normally be moved at the end of the year.
Resolved The Board authorizes Carlos to move funds
presently owed to the Operating Fund by the P.C.T.F. into
the Operating Fund at his will. (8 in favor, 1 abstention)
Michael Riskin pointed out that an additional level of
security for P.C.T.F. money can be achieved by establishing
"stops" on fund transfers over a certain amount, such stops
requiring full Board of Directors authorization to overcome.
Steve Bridge announced that he and Ralph Whelan have been
authorized by the Alcor Board (in private session) to meet with
Cryovita (Paul Wakfer) in an attempt to work out any aspects of
the Cryovita/Alcor relationship that still require attention.
Steve then read the following announcement regarding an agreement
signed by Carlos Mondragon and Hugh Hixon (then Cryovita
President) on May 31, 1992:
"The Board of Directors of the Alcor Life Extension
Foundation declares that the Agreement signed on May 31, 1992
between Carlos Mondragon, acting as President of Alcor, and Hugh
Hixon, acting as President of Cryovita Laboratories, Inc., is
void in its entirety and canceled. The Board of Directors
further declares that said agreement was written, agreed to, and
signed without the knowledge or consent of the Board of
Directors."
Resolved: The Board affirms the above wording regarding the
Cryovita/Alcor agreement of May 31, 1992. (7 in favor, 2
abstensions (Hugh Hixon and Brenda Peters, Cryovita
shareholders))
Derek reported that we approved 7 members in October, and
the present Suspension Membership figure is 338. He also noted
that one member has temporarily canceled his membership pending
the outcome of the 1992 audit.
Tanya reported that we will probably be incorporating
"leukocyte filters" in the suspension protocol. These filters
will improve the quality of suspensions by preventing damaged
white blood cells from re-entering the body (from the perfusion
circuit) and attacking the body.
The September 30, 1992 financial figures were prepared by
Joe Hovey and made available at the meeting.
Hugh reported that the contract has been signed for the
construction of a new four-person dewar.
Michael Riskin, Alcor's Ombudsman, read a letter by a
distant member expressing discontent with Alcor's present
location (in California), and complaining about inadequate
communication concerning Alcor business.
Michael then announced that his 90 day tenure as
Ombudsman will be over on December 31, 1992, and that we need to
initiate an election process for a permanent Ombudsman right
away. Michael suggested that Ralph put an announcement in the
December issue of Cryonics requesting nominations for this
position.
Resolved: Michael Riskin will remain as the Alcor Ombudsman
until the new Ombudsman election is complete, even if that
extends his 90-day tenure. (Unanimous)
Allen Lopp reported that as of this meeting, Alcor has
received $13,114 in checks and pledges for an audit of Alcor
(this includes $4,000 from Alcor's regular income). Allen said
that he is still seeking further donations. Although the firm
Arthur Anderson doesn't want Alcor's business for liability
reasons, there are reasonable quotes from other firms. Carlos
announced that Teri Costello (a previous Alcor accountant) gave a
quote of $6,000 for the audit.
Allen read aloud the following list of audit resolutions:
"Let it be hereby
1. RESOLVED, that it is the united intention of the Board of
Directors hereby to cause to be performed a thorough professional
audit of all Alcor financial records for the fiscal year
beginning January 1, 1992; and
2. RESOLVED, that the Board of Directors hereby establishes a
Membership Audit Committee to administer said audit in the full
interest of all Alcor suspension clients and patients in
suspension, and that said Committee shall be composed of Alcor
suspension clients Michael Riskin, Robert Krueger, William
Seidel, Courtney Smith, and Austin Tupler; and
3. RESOLVED, that said Committee is hereby authorized by the
Board of Directors to contact professional Certified Public
Accounting (CPA) firms for the sake of arranging the professional
auditing services desired, and is so authorized to negotiate an
agreement with the CPA firm of their choice for such professional
services up to a value of 20,000 US dollars, providing that said
agreement shall be returned in its final recommended form for
approval by the Board of Directors and execution by the
President; and
4. RESOLVED, that the Board of Directors has allocated in its
FY1993 operating budget the sum of 4000 US dollars to partially
cover the expense of this audit, and that it is the desire of the
Board that the remaining expense be addressed by an ad hoc
fundraising effort; and
5. RESOLVED, that Director Allen Lopp is hereby authorized to
perform a mailing to all Alcor suspension clients, associate
members, and Cryonics magazine subscribers for the purpose of
requesting directed donations to fund this audit, and that
official Alcor membership information may be utilized for said
mailing, and that said mailing shall occur during the month of
November 1992; and
6. RESOLVED, that it is the united intention of the Board of
Directors that said audit should be completed in a timely
fashion, and that the full audit report shall be made available
to all Alcor suspension clients without delay once the findings
are complete, and that upon completion of said audit and the open
release of its findings the Membership audit Committee shall be
automatically disbanded and dissolved without further action by
the Board of Directors."
Resolved: The Board adopts the above resolutions regarding
the audit and audit committee proceedings. (Unanimous)
Resolved: The Board approves Michael Riskin as the Alcor
Internal Auditor, per Carlos' prior appointment. (8 in
favor, 1 abstention)
Saul Kent reported that he has begun preliminary fact- and
opinion-gathering regarding potential changes to the Director
Election process. He will report further as more information is
available.
There was extensive discussion of meeting locations, with
persons attending by phone from New York and Chicago expressing a
desire for future meetings to be held in New York. There was a
clear general sentiment from members and directors that everyone
would like to hold meetings in New York, Florida, etc. However,
many of the Directors can't afford the trip. Suggestions to
facilitate this are encouraged.
Courtney Smith announced that the New York group is trying
to arrange a meeting at a convention of Science Fiction Writers
held annually in New York.
Keith Henson advocated the patent policy that he has refined
via email for the past several weeks. That policy is:
"Alcor recognizes that, with respect to employees, it has more in
common with an academic organization than a profit making
organization. Thus, it is adopting a liberal patent policy
modeled to some extent after the one used by Stanford University.
1) In the case of inventions made by employees which are within
the area of cryonics and related fields of interest to Alcor, and
where Alcor pays for the development and patent expenses,
royalties will be distributed 75% to Alcor and 25% to the
employee-inventor until legal and development cost are recovered.
After recovery of cost, royalties will be distributed 50% to
Alcor and 50% to the employee-inventor. Alcor will be the agent
for licensing such patents. Inventors may make arrangements on a
case-by-case basis for their share of licensing income to stay
within Alcor to fund other developments of mutual interest.
2) For inventions outside of Alcor's field of interest, or in
cases where Alcor declines to participate, the employee may
develop and patent (on their own time and money) inventions
subject only to a royalty-free nontransferable license granted to
Alcor. (This provisions is sometimes called "shop rights.")
3) Terms for joint development of inventions, or where
significant employee paid time is involved, or where outside
funding is involved will be negotiated on a case-by-case basis.
Unless an exception is made, Alcor will be the licensing agent
for resulting patents.
4) Terms in this policy statement are as defined in the attached
Section 5 of the Stanford Research Policy Handbook dated 1989.
Invention disclosures will be guided by Section 5(D) as
applicable to Alcor. Existing employees will be asked, and
future employees required to sign a copy of this policy
indicating understanding of the policy.
5) Disagreements which may arise under this policy will be
arbitrated using the either the American Arbitration Association
(the default) or other arbitrators mutually acceptable to the
parties involved."
Resolved: The Board accepts the patent policy detailed
above. (7 in favor, 1 opposed (David Pizer), 1 abstention)
Carlos reported that the son of the donor of the land Alcor
owns in Arizona is apparently not interested in buying that land.
Carlos will pursue a raffle arrangement for selling the land.
Resolved: That Carlos is authorized to raffle off Alcor's
Arizona property. (5 in favor, 3 opposed, 1 abstention)
Allen Lopp read aloud the following proposed resolution for
an Alcor Business Plan:
"In order to establish unified goals for the Directors, officers
and staff to work consistently and cooperatively, and to
communicate to suspension members and the Alcor community the
nature of such goals, let it be hereby
1. RESOLVED, that the Board of Directors hereby calls upon the
President/CEO to develop or arrange to have developed a
comprehensive Business Plan to outline the major goals and
objectives to be achieved in the coming years; and
2. RESOLVED, that said Business Plan should address at least the
three-year period from January 1, 1993 to December 31, 1995 and,
at the discretion of the President/CEO, may address additional
unitary future years, but no time later than January 1, 2002; and
3. RESOLVED, that the President/CEO shall make all efforts
consistent with the best interest of Alcor to present his first
draft of said Business Plan to each Director no later than
January 3, 1993; and
4. RESOLVED, that said Business Plan shall be organized in
logically divided units, chapters, parts, or articles, so that
the Directors may consider and approve each unit separately if
they choose to do so; however, the collection of all such units
so approved shall continue to constitute one comprehensive
Business Plan; and
5. RESOLVED, that it is the intention of the Board of Directors
to have the Business Plan fully developed and approved by March
7, 1993, and shall without further resolution form any necessary
ad hoc re-write or study sub-committees as may be necessary to
achieve this end.
Resolved: That the Board adopts the above proposed
resolution for an Alcor Business Plan. (Unanimous)
Since it's been unclear over the past few months (since Paul
Genteman ceased being a member of the Board of Directors of
Alcor) what Paul's status is with regard to his Vice Presidency,
it was decided that a clear Chain of Command had to be adopted
(since Ralph Whelan is also a Vice President of Alcor).
Resolved: That Paul Genteman is appointed Senior Vice
President of Alcor. (Unanimous)
Ralph Whelan reported on progress in the "Omni/Alcor
Immortality Contest." He described the main points of
negotiation to everyone present. This will be the cover article
of the January, 1993 issue of Omni magazine, which will be
circulating sometime in early to mid-December. The contest will
encourage readers to call a 900-number to receive a contest entry
form and an informational brochure about Alcor, and to write on
the entry form a 250-word essay about why they want to be frozen
by Alcor immediately after their death. The brochure about Alcor
and cryonics will encourage entrants to call Alcor to order
Cryonics: Reaching For Tomorrow, and/or a subscription to
Cryonics magazine. The entrants will be judged by Omni staff,
Alcor staff, Charles Platt, and possibly others.
Keith Ferrell, the editor of Omni, informed Ralph that one
of their contests had 600,000 entrants. He also said that Omni
will be stressing throughout the contest and the concomitant
articles in Omni that "cryonics has come of age," that it is a
realistic technology that needs to be looked at more seriously.
Dave Pizer and Mark Voelker both expressed strong concern
about potential liability arising from any Alcor Director acting
as a judge in the contest.
Resolved: The Board approves the contest proceedings
contingent on Ralph Whelan's related Memorandum of
Understanding being present in contract. The Board
acknowledges that two of the points in that Memorandum are
still being negotiated. The board authorizes Carlos to sign
the contract when it exists. (Unanimous)
Keith Henson read aloud the following proposed Endowment
Fund Policy:
"In light of the severely uneven cash flow which is
characteristic of cryonics, the board authorizes the C.E.O. to
use up to 10% of contributed Endowment Fund Capital for internal
loans to the General Fund. Management will report to the board
all such internal loan activity at the regularly scheduled
meetings of the board, or by email. Debt to the fund will be
reduced to zero at least once in the first quarter of each year
(completely paid down). Members who donated under the originally
published rules will be offered a return of their donations.
Alcor will devote much of one meeting in the next four months to
looking at ways to bring income more in line with expenses. Alcor
will explore other ways to finance short term cash flow problems
over the next two years. Unless extended, this resolution will
expire in at the end of the first quarter of 1995."
Resolved: The Board adopts the above Endowment Fund Policy.
(Unanimous)
Brenda expressed her opinion that tours of Alcor should no
longer include the Patient Care Bay, due to potential risk to the
patients from animal rights activists or others. Carlos made the
motion that visitors no longer be allowed into the Patient Care
Bay. The motion failed with one in favor, 8 opposed.
After a lengthy discussion in private session, the Board and
the members present engaged in another lengthy discussion of the
morality/practicality of allowing Carlos to use the Alcor mailing
list to distribute his reply to It's Time For A Change.
Resolved: The Board rescinds last month's resolution that
Carlos be prohibited from using the mailing list to respond
to It's Time For A Change. (6 in favor, 3 opposed)
Resolved: Allen Lopp will arrange for and pay for a hotel
conference room for the January meeting. (Unanimous)
The meeting was adjourned at 6:11 p.m.
Rate This Message: http://www.cryonet.org/cgi-bin/rate.cgi?msg=1330