X-Message-Number: 30526
Date: Sun, 24 Feb 2008 08:42:49 -0800 (PST)
From: david pizer <>
Subject: Regarding Steve's Cold Filter Report

Steve Bridge posted a report on Cold Filter saying
that he has tried to gather direct source info on
nonprofits and how they elect their directors and
can't find the info and does his best from secondary
sources.  Below is my response to his work.

What I am worried about is that Alcor may accidentally
be operating in a non-legal manner.  If the present
Directors are not elected in a legal manner according
the the 1972 Bylaws then what are the ramifications to
everything Alcor now does?

It seems it may be the case that the 1972 Bylaws are
the ones that should be followed since it seems they
have not been amended properly in regards to how
elections are to be held.

I wish the Directors would go with representatives of
the members to an impartial legal expert and get an
opinion.  I hope they will not go by themselves
without representatives of the members along from the
very start since the question to aske is about the
members rights vs. the Directors rights.  In this
case, to be fair, both parties should be there

Here is my reply to Steve:

Hi Steve

You said:  "I only report this to rebut suggestions
that Alcor's self-elected Board of Directors is
illegal, uncommon, or anything other than one normal
style of organization structure."


1).  If the original Alcor Bylaws call for a group of
members to elect the Directors, and not Directors to
elect Directors; 

2.  And if Alcor Directors amended those Bylaws to
give themselves the ability to elect Directors;

3.  And if California Corporations Code 5150 says that
when Directors do something like this that affects the
members right to vote the members must also approve
this action.

4.  And if the members did not approve this action,

5.  Then every time the Directors elect Directors, it
seems that it is illegal.

If this mistake has happened and Alcor is not acting
in a legal manner according to the original Bylaws
(which it appears have never been properly amended in
regards to members voting rights), then what other
organizations do or don't do has nothing to do with
the future legal problems presently facing Alcor if
they continue to operate in an improper manner.  In
Alcor's case, every time the Directors elect Directors
then it seems Alcor is not following the 1972 Bylaws
regarding elections, and it also seems the 1972 Bylaws
have never been legally amended in regards to the
members doing the voting.  The 1972 Bylaws say that a
group of members will do the voting.

We can only wonder what the ramifications to Alcor
might be now that the Board knows that they might be
electing themselves every year in an illegal manner?  

I asked the Board to go with a group of members to an
impartial attorney expert in this field and get an
opinion.  They never responded.

I have done all I can do in this matter, I have
informed the Board and the membership of what appears
to be a major problem.  The membership has responded
with discussions of the matter, the Board seems to
have stonewalled the matter.  


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