X-Message-Number: 30250
Date: Sat, 5 Jan 2008 00:56:51 -0800 (PST)
From: david pizer <>
Subject: Re: According to Merkle "We directors are like Godfathers!"
Pizer replies to Bridge
BRIDGE SAID
> Dave, I know you have strong feelings about this
> issue. But writing letters
> insulting the Board of Directors, by comparing them
> to power-hungry Apartheid
> officials, is only going to harden them against you
> -- even if you have good
> ideas. If you want to make this change at Alcor,
> the change can ONLY be made
> by the Board of Directors. Making them mad at you
> only pushes your ideas
> farther away.
PIZER'S REPLY: I know it sound rude to compare the
present Alcor policy of denying the vote to the
members to something like Apartheid but that is
exactly what it is like. Try to think of this
comparison without the emotional attachment and
realize that I am not trying to insult anyone I am
just stating how the policy really is. If it sounds
really terrible to make this comparison that is only
because the existing policy is really terrible.
I did not say the board members were evil people. I
just said the present policy is like Apartheid, and it
is. That's what it is like. Tell me why it isn't
exactly like that.
The board members claim they like and respect the
members and all that just like the white rulers did
the black people, but they don't want to give us the
votes. The policy is the bad thing here not the
person who figures out that is is bad and reports to
the people.
STEVE SAID
> In the past, one of my strongest objections to
> changing the way the Directors
> are elected has been that I felt it would increase
> the risk of a hostile
> takeover by people who wanted Alcor's financial
> assets. In another letter
> (written after the reply to Ralph Merkle), Dave
> suggests that the reverse is true,
> that it would be easier for 5 hostile people to
> insinuate themselves onto the
> Board the way it is elected today than for 5 hostile
> people to be elected to the
> Board by Members. Dave actually makes a new point
> here, although it is a bit
> hidden under the other arguments. I acknowledge
> that, as Alcor's membership
> gets into the thousands, it would be harder than
> before for a group of several
> hundred to come in and overwhelm the voting of the
> "true cryonicists." At
> some point, it may actually be true that it would be
> somewhat easier for a
> hostile group to sneak their way onto the Board.
> However.... there are several points left out of
> this argument.
> 1. It would always be easier for a slick writing
> and talking person, or one
> who appeals to the masses by telling them how
> "compassionate" or "libertarian"
> he is, to persuade a lot of people who haven't met
> him to vote for him. He
> still may be corrupt or incompetent. A look at
> United States election history
> will surely prove that the public will happily vote
> for idiots and criminals
> who merely promise the right things and hide their
> past well. The current
> system at Alcor has produced a remarkably low
> percentage of Directors who are
> criminals or idiots.
DAVE'S REPLY: Wrong! When you left, Fred Chamberlain
fooled the entire board. He got them to make him
president. Then he mishandled hundreds of thousands
of dollars of money from Alcor and/or its members.
In fact after you and I left Alcor management, the
next 3 presidents (elected by this smaller number of
so-called more aware board members) were all fired or
forcee out because the board thought they were
incompetent of worse. After we left they picked
Chamberlains, Lemler and Waynick. Then the got rid of
the same 3. They have VanSickle now, but they do not
seem happy with him either.
So since we left the so called better way to do it
method has produced 4 dissapointments and now winners.
In fact since its beginning, you are the only
president ever to not be forced out by the board. I
think all the other ones were forced out in one term
or another. And you were the only president that was
mandated by the membership and not the board. The
board was forced to elect you and you left on your own
accord. In fact you are the only one they didn't want
to leave.
So let's tally the results
Board elected president successes = 0%
member elected president success 100%
Now I agree that some presidents that were eventually
forced out did some pretty good things early on, but
eventually they were all forced out??? This may not
show that the presidents were all bad, but I think it
says a lot about the lack satisfaction the board
really has with the results of this policy.
So in their eyes the board hasn't picked a winner
yet. Besides not working in picking presidents there
have been huge mistakes since we left that would get
regular directors of a regular company fired several
times over. Some of the mistakes have never been made
public. Some of them we know of. The remodeling of
the patient care bay tool longer then it took to build
the whole building before we owned it. Hundreds of
thousands of dollars in the Cells for Life disaster.
Employee embezzles almost $200,000. Employees with
Alcor credit cards take all kinds of cash. The list
goes much farther then this.
The main point I am trying to make is that Alcor has
had way more business mistakes than any company I know
of. In most companies if the company survived from a
mistake like this the directors would in shame resign.
Not at Alcor. They don't resign and they keep
re-electing themselves no matter how bad the mistakes
that they are in office to prevent are. Is there no
amount of money to be lost or stolen that when it hits
that limits the directors will say that they should
resign?
There are nice guys like you who make excuses for
people and there are successful business managers like
me who learn that it is best to admit the mistakes and
then try to fix them. State what is wrong even if it
hurts some one's feelings. The first step to fixing a
problem has to be to identify the problem. The
mistakes that Alcor directors have allowed to happen
are just too big to sweep under the carpet and brush
off. Sure the directors want good things to happen
for Alcor, I will grant that. But they don't know how
to run a company. They don't know how to structure
things so that the mistakes cannot happen in the first
place. I am not just talking about preventing
mistakes I am talking about organizing a business so
that these type of mistakes cannot happen in the first
place.
For example, if the members would have had the power
to vote, the directors would have felt more
accountable and when people warned them about the
Chamberlains long before they caused the financial
losses, the board members would have felt compelled to
look into it more closely, instead of blowing off the
concerns.
I am not saying bad things about any particular
director. I am saying the system caused the directors
to not have to feel accountable to anyone but
themselves. Sometimes as a director, that person
feels a need to do certain things because he knows
that if he doesn't Alcor may be harmed and therefore
his chances of survival through Alcor are lessened.
That's a motivation. But, believe it or not, a more
powerful motivation is that if you allow mistakes to
happen you will be booted out. That is the most
powerful motivation in business, and it is missing at
Alcor.
> 2. Charles Platt has expressed in the past his
> frustration at the election
> process at CryoCare when he ran it. All of these
> members desired to vote for
> Directors and were frustrated that they could not do
> so as Alcor members. Yet
> when CryoCare elections were held, Charles could
> barely get a handful of the
> members who would actually bother to vote!
> If Alcor has 2,000 members, but only 100 of them
> vote for Directors, then it
> is still easier for a small group to take over.
DAVID
That won't happen if we follow the suggestion I made.
We will have two classes of directors, real directors
and advisers directors. Every time there is a vote on
anything, the advisers vote first. A roll call vote.
The secretary records which adviser voted for what.
Their vote doesn't' count for whether the motion
passes or not. It is just a record to see where they
stand and which ones were voting "correctly."
Then the real directors vote as they do now.
Every month in the magazine there are a few pages on
how each adviser voted. Also how the directors voted
on each item The members know that the director
positions are going to be filled only from the adviser
positions. You have to have been an elected adviser
for 2 years before you can run for office of director.
So now at election time those candidates for office
of director have a record on how they voted for the
past two years. Their opponents can analyze various
records and debate it. Then the members cast their
votes. The political process that the present board
members say is so terrible for Alcor and so is missing
is the reason why Alcor members are not helping Alcor
anymore. Without that process the members feel left
out.
You have to have been an Alcor member for 3 or 4 years
to be eligible to vote.
This will be a better system then we have now. It
will cause the more likable, but not as competent,
directors to not get re-elected. "yea, I like you but
you make a lot of mistakes and I am voting for the new
guy this year."
If Alcor is doing good, growth is up, money is piling
up, then the directors will get re-elected. If Alcor
is getting sued and attacked by bureaucrats, getting
bad press, losing money, people stealing it and
loosing it, then we need some of the directors to be
replaced to get new ones who can figure out how to put
systems into Alcor so that these things stop
happening.
Elect 3 directors per year (staggered) for 3 year
terms. And yes we need an impeachment process in case
we need it once in a while.
STEVE
> 3. I am unconvinced that "being accountable to the
> members" should be the
> number one goal of the Board of Directors. Being
> accountable to the *Patients*
> must always be Goal Number One. I fear that a Board
> of Directors which is
> elected by the general membership of Alcor will have
> to put the short-term (and
> often short-sighted) desires and fears of the living
> membership ahead of the
> needs of the Patients -- because that is what will
> get them elected. Again,
> look at the U.S. Congress. Only a handful of
> Representatives are secure enough
> in their re-election that they are able to look at
> the truly long-term needs of
> the country instead of the short-term considerations
> of the next election at
> home.
DAVID REPLIES. This argument is repeated from time to
time, but no logic is ever given to support it. The
board of nine people can only have a few relatives in
suspension compared to a membership of 900. The
relatives in the general membership will be just as
protective of their relatives and there will be a lot
more of them.
Further, it is not mutually exclusive that what helps
the living members hurts the patients, in fact it is
the opposite. The patients best protection from a
list of anything you can think of it to have a strong
Alcor.
The patient care fund could be gone in a few years if
Alcor went out of business. The number one protection
for the patients is to provide systems that protect
Alcor and keep her strong. As long as Alcor continues
to grow in membership and assets, the protection for
the patients grows similarly.
Give me your best examples of what you think could
happen in a system where the members elect the board
members and let's analyze them together. Your feared
problems won't materialize.
I submit the number rule is "What is good for Alcor is
good for the patients!"
STEVE AGAIN
> 4. I agree with Dave, Brian, and others that it was
> a better time when
> meetings were well attended and when there was
> always a large number of
> knowledgeable, potential candidates for Board
> positions. The Board membership actually
> did change fairly often in those days, with usually
> at least one new Director a
> year. I would love to find ways to increase
> participation in that way again.
> Having more active Advisers and having ways for more
> members to participate
> on Committees could help build that pool again.
DAVID AGAIN: The good old days, the members had the
power. They ran Alcor. The board voted as they told
the board to vote. (See my recent post before this on
why this is). You will NEVER get that kind of support
again as long as you treat the members like the old
darkies of South Africa, telling them you respect them
and all that, but refusing to let them share in the
control of the government.
The new people join Alcor because the like the idea
and then after a while they leave because they realize
they have no say, no control. Cryoncists are people
who want to take control in their lives. They want to
control everything including things having to do with
their death. They don't trust God or anything else.
If you allow them to share in the control of the
company that is going to try to help them avoid death,
then they will work for that company as if their lives
depended on it. But you can't trick them and tell
them you love them and respect them and then tell them
to hold your coat while you, and only you, go into the
voting booth.
When you come out of the booth, they will be gone.
Gone are many past Alcor presidents, past powerful
supporters, and thinkers and doers. The ranks are
dwindling. Each year it gets worse. Since they won't
let us vote the regular way, We are voting with our
feet.
BRIDGE
> 5. IF the Board of Directors were to eventually see
> a need to involve some
> part of the suspension members in the voting
> process, then I would definitely
> insist on an eligibility process to become a Voting
> Member, with a *minimum* of
> 5 years suspension membership necessary to vote. I
> might even desire that
> voters pass a test on the Bylaws, history of Alcor,
> and the Patient Care Trust
> to become eligible.
>
> 6. But I don't know what restrictions are *legal*
> to make; and Alcor does
> need to know these limits before significant effort
> is spent drumming up support
> for a change.
I have talked informally with a couple different
attorneys that do this type of work (at cocktail
parties or whatever). This is done all the time.
Thousands of non profits (501c3s) change their bylaws
lots of times. Alcor has already changed their
bylaws once. It is no big deal. There are ways to do
it where the chances of having a review of the 501c3
are avoided.
*BUT* I favor not avoiding the IRS review of our
501c3 status when we do it. Here is why. But first I
am going to tell a little story. When I helped move
Alcor to Arizona and you got involved. I suggested we
buy the present building. I checked and it was zoned
for what we do. But you wanted more comfort and you
made me go with you to bureaucrats to tell them what
we do and ask them "Are you sure we can do this?"
Then we went to the medical examiner and you asked him
"Are you sure we are ok? Let me tell you all the
things we do. Ect. Ect." And on we went to a few
more places. Well, I got comfortable with what we
were doing, so that when we closed the deal on the
building and made the move we were pretty confident
that the government was not going to attack us when we
moved. And all that allowing them to check us out in
advance paid off. When the funeral bureaucrats, (who
we had not gone before) gave us a hard time, we were
able to show them that all the other departments had
given us the ok, and that made the funeral people back
off.
Now let me tell you why this same concept is important
to all of our patients. There is going to come a time
when it might be possible to try to reanimate some of
the patients. At that time Alcor should have many
millions of dollars in the patient care fund. That
money is going to be needed to pay for the cost of
reviving the patients and returning them to society.
If you thought some bureaucrats gave us a hard time
already I promise you there will be people who will be
opposed to us "bringing back the dead." At that time
we don't want "the very first challenge to our 501c3
status." We don't want to learn then that we have
been doing something wrong for the previous 100 years
and so the government is now going to deny us access
to that money. We don't want Uncle Sam to say at that
time, "Sorry but you are not a charity and all that
money is due to me for unpaid taxes and penalties."
The time to find out if there is a problem is as early
as possible just as you and I did before the move. If
IRS would have reviewed our 501c3 status and finds a
problem now, but we avoided reviews until reanimation
time, they are still going to find that same problem
when they review us in 50 years, but then it will be
too late to do anything about it. Then we will be
needing them money to revive our people and it will be
taken from us (if there is a problem).
If there is a problem we need to find it now. We can
make changes now and move along.
Further there is a theory in business when dealing
with the government. You want to create what is
called a "trail." Sometimes it is called an "audit
trail." This is where you have government inspections
from time to time and they affirm that everything is
alright. Or they tell you to make some changes, or
whatever. But you are creating a trail of proofs that
the government has told you what to do to have what
you want. You can show that you were not hiding out
trying to avoid inspections and reviews because you
thought you might be illegal.
One of the best forms of insurance we can have for the
patients' money to be there when they need it, to be
free of government claims that it was accumulated in
an illegal manner, is to have a record of where we
were reviewed every few years along the way and found
to be legal and complying. Each confirmed review
makes the patient care fund even safer from charges of
illegal concerns in how it was accumulated.
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