X-Message-Number: 30333
Date: Sat, 19 Jan 2008 15:26:06 -0800 (PST)
From: david pizer <>
Subject: Member debates Directors
MY OPINION OF WHAT IS WRONG AT ALCOR.
Or, PIZER VS MERKLE a debate?
Director Ralph Merkle recently posted a position paper
on Alcor site. Someone sent me a copy of it. I have
some comments about it. I believe you can read Dr.
Merkle's whole paper on Alcor's website.
MERKLE SAID: Alcor is governed by a "self perpetuating
Board." In such a Board, new Board members are elected
to that position by existing Board members. This is
the most common way of electing Board members in non
profit organizations. (delete)
PIZER'S COMMENTS: In a recent post by Charles Platt,
Charles looked this up and came to the conclusion this
was not the case. You can see Charles' post in this
forum somewhere.
MERKLE SAID: A fundamental rationale for selecting the
self perpetuating Board structure was its ability to
provide continuity of purpose over a long period of
time.
PIZER'S COMMENTS: The numbers and indicators, (as
discussed in the past week or so in this forum) show
otherwise. The evidence seems to show that Alcor is
going downhill fast. Merkle doesn't deny this.
MERKLE SAID: Existing Board members select those new
Board members who they believe are best able to
preserve Alcor's core values and carry out its
mission. (delete)
PIZER'S COMMENTS: The board members may believe the
people they elect, and when they re-elect themselves
over and over, are best able to preserve Alcor's core
values but we want to see arguments that support that
back by evidence of good performance. The numbers on
performance, growth rate and indicators of future
growth are very bad. The record of business mistakes
as reported recently in this forum shows that for the
last several years Alcor has been doing badly. The
board now seems to meet a lot in secret, by email to
only themselves. Then need a full time attorney
involved because of all the problems. It seems to me
that the board now spends more time covering up
mistakes then preventing them. I would like to see
Merkle talk about this.
MERKLE CONTINUES: One of the responsibilities of the
Board is to insure that our current practices continue
to be effective in achieving our fundamental goals as
given in the Mission Statement.
PIZER'S COMMENTS: Isn't Alcor supposed to be a public
company? Where does it say anything about secret
meetings in the Mission Statement?
MERKLE SAID: One such practice is our use of a self
perpetuating Board. The primary alternative to the
self perpetuating Board is the member elected Board.
In a member elected Board, individual members vote for
the Board members that they believe are best able to
effectively lead Alcor. Is the original rationale for
choosing the self perpetuating Board still as
persuasive today as it was when Alcor was founded?
PIZER'S RESPONSE: This is just plain not true. The
person who is responsible for the self perpetuating
Board, (aka dictatorship) retired president Mike
Darwin, recently has said it was one of his biggest
mistakes.
MERKLE CONTINUES: Are there other reasons for
preferring the self perpetuating Board that were
perhaps not clearly recognized earlier? (delete)
PIZER'S COMMENTS: I believe the question that we
members want answered is Are there reasons for NOT
preferring the self perpetuating Board that are NOW
recognized? See my earlier posts with a long list of
the many many costly mistakes the dictatorship style
of board has caused.
Basically we need to just ask these 2 basic
fundamental questions:
1. Are Directors who are not held accountable to
anyone more likely to do a better job then Directors
who have to stand for re-election every year by the
membership?
2. Are Members who belong to a nonprofit
organization, (who perhaps like the native Africans
of South Africa), are told they are not qualified to
vote, more likely to feel a part of that organization,
and therefore contribute more money, time, energy and
ideas to that organization, then if they were allowed
to vote for their leaders. Or put in another way, do
citizens feel more a part of a country that is run by
a dictatorship or in a democracy.
MERKLE CONTINUES: One of the original rationales for
Alcor's self perpetuating Board was to prevent a
takeover of Alcor. Because the Patient Care Trust Fund
has significant assets, and is growing, the incentive
for such a takeover continues to be present today.
This argument seems most effective against a member
elected Board if all members even recent members or
members whose motives might be viewed as suspect by
the majority of established cryonicists are allowed
to vote. Various limitations might be imposed which
would significantly reduce this risk. It is clear,
though, that this issue would need to be thoroughly
explored before making any significant change in
Alcor's structure. It is essential that the risk of a
takeover a catastrophic failure mode be held to a
minimum.
PIZER'S COMMENTS: This argument defies the law of
numbers. It is much easier to take over a smaller
group then a larger group all other things being equal
- we can make things equal in either system. To take
over the present Alcor Board of Directors it only
takes 5 people, or less if the board is smaller at
time of takeover. The maximum amount of Directors
allowed is 9. Every time one Directors is elected, if
the Board is at capacity, another Director has to
leave. So 5 people could begin to seek seats on the
Board, and take it over. This does not seem to hard
to do. The Board has already appointed two people to
Board positions that they fired or forced out of
office as Alcor Presidents claiming they were not
qualified to run a business like Alcor. But that is
what the Directors do, the run Alcor. A Directors has
more power then a president of Alcor.
If there are at present 800 Alcor members, it would
take an additional 801 new people to take over Alcor
if the membership had the vote instead of the way it
is now. The saying, There is safety in numbers. is
true.
Whatever precautions that can be built into
contributing to safety in the present system can be
built into the new system of letting the members do
the electing.
For instance, in a member-electing system, we can
require that people be members for 3 years before they
can vote. We can have two systems of leaders: Elected
Directors and elected advisors. We can require that
a candidate for a board position be an advisor for at
least 2 years. We can require advisors take straw
votes on issues that come up before the board and
their votes are recorded and presented to the
membership in our magazine. Even though the advisors
votes don't count there will be a two year record made
public to the members on how the did vote before they
can run for office.
What I am saying is that every argument Merkle can
give for some system of safety in the dictatorship
system can be put in the democratic system. We can
make the two systems identical in safety and then we
have the benefit of greater number of members and the
benefit of new and increased morale of the membership
the day this passes.
MERKLE SAID: A number of other issues are of concern,
even though they do not have a direct bearing on the
relative effectiveness of a self perpetuating Board
versus an elected Board. For example, Alcor's patients
now in cryopreservation cannot participate in an
election meaning they are disenfranchised. While the
PCTB (Patient Care Trust Board) is responsible for
insuring that the funds in the PCT (Patient Care
Trust) are used for the benefit of the patients the
members of the PCTB are normally chosen by the Alcor
Board. While the five PCTB members have staggered five
year terms, the Alcor Board would eventually be able
to select all five. Other decisions besides direct
payment of patient care costs that might affect the
patients are also in the hands of the Alcor Board. How
do we best represent the interests of the patients? A
member elected Board does not offer any obvious
advantage in this regard, as patients can't vote. When
you are cryopreserved, which would you prefer?
PIZER'S RESPONSE: If the members could know all the
secrets some Board members have kept hidden from the
membership, most of us would prefer the member elected
system for the following reason as regards to the
safety of patients. The present dictatorship is
causing the growth of Alcor to stagnate. Mistakes are
up, because of lack of accountability, donations and
volunteerism, and other benefits are down because the
feeling of alienation by the membership. This leads
to a decline in the growth rate of the membership.
Some board members may not feel like membership growth
is important but I think it is the number one
protection to the patients.
Let me repeat that. The number one protection for the
patients is a large and strong membership base.
Living people realize they will be going into those
tanks someday - so this larger stronger group will
want to protect the rights of the patients, since they
will become one someday.
There is another reason as important. Relatives of
the patients are the strongest supporters of the
patients. There are a lot more relatives in the pool
of 800 members then in the pool of 9 board members.
MERKLE SAID: Significant modifications to the Alcor
Bylaws might have an impact on Alcor's 501(c)(3) tax
exempt status, as well as have other legal and
operational ramifications. As a consequence, prior to
making any significant change(s) in the Bylaws, it is
necessary to discuss the nature and extent of changes
with someone qualified specifically in non profit tax
law so that we might anticipate any potentially
adverse ruling by the IRS. Historically, changes to
the Bylaws have been infrequent because of the care
and expense required. This is not to say that they are
either impossible or undesirable but they need to be
carefully and calmly evaluated. (delete)
PIZER: This is a good thing. We need to have our
501c3 status reviewed by the government often. We
need an audit trail. Someday in the far future we are
going to need the money in the Patient Care Trust to
reanimate the patients. We don't want to wait until
that day to find out that the government has
determined that we don't qualify, and so to assign
income taxes, and penalties to all that money. Or
worse, try to take it away. We need to know now if
there are problems so we can fix them now. We need to
document that we have been reviewed every so many
years so that if they do find something later on we
are grandfathered in having followed prevailing laws
at the time.
MERKLE SAID: And finally, it is worth noting that when
the attendees at the 2007 Alcor conference were asked
whether they preferred the present self perpetuating
Board structure to a member elected Board, the great
majority, by show of hands, preferred the self
perpetuating Board.
PIZER'S RESPONSE: Picture this. Here are these Alcor
members many of them on the paid staff that is
controlled by the Directors, or advisors of group
leaders or committee people all appointed by the
Directors. The Board standing there says all you
people who want it to continue the way we Directors
like it raise your hand. Then, those who don't like
our way raise your hand.
Could you picture your favorite dictator at a
government function saying all you guys who don't like
how we are doing it raise you hands.
MERKLE'S CONCLUSION: In conclusion, the present review
supports the idea that the self perpetuating Board is
better suited to Alcor's mission than a member elected
Board. This is not to say that everyone is fully
satisfied with all aspects of existing Board
operations or member relations, but that an undue
emphasis on the issue of an elected versus a self
perpetuating Board does not seem to offer significant
opportunities for enhancing Alcor's ability to carry
out its mission. This opinion is shared by a majority
of Board members at this time.
PIZER'S COMMENTS: Of course the majority of the Board
members share this opinion. Some of them may not want
to stand for re-election on their previous records. I
take my hat off to those courageous minority of Board
members who do not share the majority opinion. When
we get the vote, I am going to vote for them.
____________________________________________________________________________________
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