X-Message-Number: 30493
Date: Sun, 17 Feb 2008 17:43:34 -0800 (PST)
From: david pizer <>
Subject: Maybe the members already have the right to vote?
To Alcor Board
Copy to Advisers
Copy to Cryonet
Disclaimer:
I don't know how accurate the following info is since
the Board members now refuse to discuss or debate the
topic of changing the way Directors are elected at
Alcor with me. Below is what I think the situation is
and I welcome anyone who has any corrections to make.
I am not an authority on the history of Alcor, just a
concerned members who wants the very best for Alcor
just as all the rest of you also want.
---------------
MY BEST GUESS
By: David Pizer
It may be the case that Alcor members now have (and
always have had but didn't know it) the authority to
elect the Directors at Alcor, and the Directors do NOT
have the authority to elect the Directors. Read below
what members have found out (some of this has been
posted once already) and then what that might mean for
you as an Alcor member
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 had said: 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.
Since this was posted the first time, Charles has
reported that he talked with Fred Chamberlain one of
the early founders of Alcor and it was always intended
that a group of Alcor members would elect the
Directors when Alcor grew a little but for a while
they just let Directors elect Directors because there
were only a few Alcor members in those early days and
so it was convenient while Alcor was so small to let
the Directors elect the Directors.
Then Mike Darwin may have asked to have the Bylaws
amended in 1984 or 1987 to reflect this policy, and
later stated that he regretted doing this.
But if the Board did change the Bylaws so that
Directors now elected Directors, (instead of members
electing Directors as is required in the original
Bylaws), those new amended Bylaws, and the method
therefore the system of Directors now electing
Directors, may not be legal. We need more info.
California Corporation Code 5150 seems to say that if
the Directors of a corporation change the bylaws and
that has an effect/affect on the voting rights of the
members, then the members also have to approve those
amended Bylaws. It appears that was never done. It
appears the members never approved the change taking
the vote away from them and giving it to the
Directors.
Instead of a big legal battle, why not let the members
vote now which way they want their Directors elected?
It will be interesting to see if the Board will do the
right thing and let the members vote on which way
Alcor Directors will be elected in the future?
I suggest the Board make this info known to all Alcor
members through a written letter. Ask the members for
ideas on how they would like the Directors elected and
then offer several plans to the members and let the
members vote.
IF THE BOARD IS CONCERNED ABOUT MAKING BOARD DECISIONS
IN THE MEANTIME?
It may be the case that once this type of info becomes
available to a board of a corporation they no longer
have the legal right to make decisions for that
company until the matter is resolved. If so, then
time is of the essence in this matter.
As a suggestion, if the Board does reach this
conclusion and in the meantime the Board and members
might want to elect a temporary Board to run Alcor
until this is sorted out. That temporary Board should
include 4 members from the current Board and 4 members
selected by the members. The 8 people thus selected
should then together select a 9th person to be a tie
breaker and then manage Alcor until this is resolved.
In the meantime, we members should be thinking of
checks and balances we want in a system where the
members elect the Directors. For instance, a person
should be an Alcor member for at least 2 years before
she or he can vote.
Perhaps we would want a member to have either taken a
tour of the Alcor facility or read a required article
on the history and current workings of Alcor before
they can vote?
Add your suggestions to the list at "forums" at
www.reformalcor.org
LAST REMARKS. I did not make this information up. I
did not go looking for it. I came accross it
accidentally. I don't want to see Board members
saying bad things about me for being the person who
came accross this information and took the
responsibility to report it. If there was a mistake
made years ago by the Board it might not beanyone's
fault now, (so long as they now do the right things in
this matter), and I don't think blaming people will do
any good.
The only thing now will be for the Board to work with
some members' representatives and an attorney to find
out what the legal matter is and how to correct the
problem. I hope the Board will NOT have any meetings
with any attorneys without several representatives of
the members also present. This is a matter which
involves potential members' rights and I don't think
the Board should be discussing this without members'
representatives involved also.
David Pizer
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