X-Message-Number: 30485
Date: Fri, 15 Feb 2008 18:58:11 -0800 (PST)
From: david pizer <>
Subject: What Happened?
Charles Platt said:
Inspection of Alcor's original bylaws, filed with an
application for tax-exempt status in February 1972,
shows that the bylaws gave voting power to suitably
qualified members of the organization.
The relevant document is on Alcor's web site at
http://www.alcor.org/Library/pdfs/AlcorExemptionApplication.pdf
Article III states that there shall be 3 classes of
Alcor members:
--General Members, who have gone through the
application process and are paying their dues.
--Working Members, a subset of General Members, who
have requested and have received training in case
work, and have been approved in this role.
--Members of the Director Electorate, a subset of
Working Members, who acquire voting privileges when
they are nominated by existing Members of the Director
Electorate and receive a 2/3 majority vote during an
annual meeting (or by mail, if the Directors so wish).
So far as I can tell, these provisions endured for
more than a decade.
This raises the next inevitable question: How were the
bylaws changed so that they disenfranchised Alcor
members and reassigned voting power to the directors
alone?
David's reply: I don't know exactly how the original
Bylaws were changed but here is the relevant parts in
the amended 1987 Bylaws:
ALCOR LIFE EXTENSION FOUNDATION
12327 Doherty St.
Riverside, CA 92503
A California Nonprofit Public Benefit
Corporation
BYLAWS
Amended 5 April, 1987
ARTICLE 5. DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS
The corporation shall have no less than three (3)
and no more than nine (9) directors and collectively
they shall be known as the Board of Directors. The
exact size shall be determined by the Board of
Directors. The size of the Board can differ from
these limits by an amendment of this Bylaw, or by
repeal of this Bylaw and adoption of a new Bylaw, as
provided in these Bylaws.
Any person who has completed arrangements with the
corporation for the postmortem suspension of his or
her remains and is listed as a Suspension Member or
Working Member in good standing with the corporation,
may serve as a Director of this corporation.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular Meetings of the Board of Directors shall
be held on the first Sunday of the month at 1:00 P.M.
unless such day falls on a legal holiday, in which
event the regular meeting shall be held at the same
time and place on the following Sunday or such other
day as designated and agreed upon by the Board.
At the annual regular meeting of the Directors
for the month of September, Directors shall be elected
by the Board of Directors. Cumulative voting for the
election of Directors shall not be permitted. The
candidates receiving the highest number of votes up to
the number of Directors to be elected shall be
elected. Each Director shall cast one vote, with
voting being by ballot only.
ARTICLE 11. BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the
amendment of Bylaws of public benefit nonprofit
corporations, these Bylaws, or any of them, may be
altered, amended, or repealed and new Bylaws adopted
as follows:
(a) subject to the powers of the members, if any,
to change or repeal these Bylaws under Section 5150 of
the Corporations Code, by approval of the Board of
Directors unless the Bylaw amendment would materially
and adversely affect the right of members, if any, as
to voting or transfer, provided however, if this
corporation has admitted any members, then a Bylaw
specifying or changing the fixed number of Directors,
or changing from a fixed to variable Board or vice
versa, may not be adopted, amended, or repealed except
as provided in subparagraph (b) of
this section; OR
(b) by approval of the members, if any, of this
corporation.
____________________________________________________________________________________
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