X-Message-Number: 30538
From: Tripper McCarthy <>
Subject: RE: Further discussions on the Directors situation
Date: Tue, 26 Feb 2008 01:58:08 +0000


I have to take issue with a couple of things said in this
post. See comments below:


seems the original 1972 Bylaws, (which can be seen

Alcor's home page and which Charles Platt has

the relevant parts of) say that a group of

are supposed to be electing the Directors. 


the Directors just changed (amended) the Bylaws

try to give themselves the power to elect Directors

take that power from the group of members. 

new Bylaws with respect to the new way of

Directors may not be legal.


Do we really know this for sure? Who changed the bylaws, and
most importantly, who voted for the changes? If the vote included those members
who had the right to vote for directors at the time (and thus would be
disenfranchised) then the change to the Bylaws was perfectly legal. So far I
haven't seen anyone explain who voted for the change and who did not. Until
this is answered, there is no way to claim that the vote was improper or
illegal. We just don't know.


It appears that California Corporation Code 5150 saysthat when Directors do 
something like this concerningmembers rights to vote for Directors, they have to
geta vote of approval from the members.  In other wordsthe Code says the 
Directors, without member approval,can't do what they did.  It also appears this
requiredmember approval was not obtained.


From my understanding of the law it isn't that all the
members need a say in this, only those members whose voting rights would be
impacted by the change. If the general membership never had voting rights, then
they would not be disenfranchised by this change and thus their approval would
not be required. Once again, there is no information that I am aware of that
states that the vote did or did not include all the members who had a right to
vote on the measure.


So, it appears that the present default is that agroup of members is the only 
authorized group that canelect Directors as required in the original 1972Bylaws.
So since around 1981 or 1984, all theDirectors may have been elected 
improperly.>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>  Once again the operative 
words here are  MAY have been elected improperly . I would caution anyone 
running with this ball when we don't know exactly what happened yet.   
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> So if all this speculation above is 
true, we nowhave a terrible situation as Greg has pointed out. What do we 
members do about it? >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>  Once again, 
we need to know if any of this is in fact true. I wouldn't recommend any course 
of action until the facts are fully known. 
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Do we start a war with the 
Directors, as we would anygroup that has wrongfully taken over Alcor and 
refusesto try to rectify the situation, or do we try tocontinue to reason with 
the Directors to fix thesituation together with members as a team even 
thoughthey have so far ignored us?>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>

I would not support any kind of legal action even if it
turns out that a mistake was made. I believe this would have the potential to
tear Alcor apart and would advise against going down this path.


My business experience tells me that when a businesshas a problem like this, you
take care of it at onceand get a legal opinion and work with all parties tofix 
the problem, not ignore the problem and the otherparties.  I cannot understand 
why the Board seems tobe ignoring this and not communicating with it'smembers?


there is a problem then I agree it does need to be fixed quickly. I am curios
to hear the Board's point of view on this matter as they probably have a lot
more information that would help resolve this.



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