X-Message-Number: 30538 From: Tripper McCarthy <> Subject: RE: Further discussions on the Directors situation Date: Tue, 26 Feb 2008 01:58:08 +0000 --_09cc367b-28d2-434c-b713-eaabfe6dd59c_ I have to take issue with a couple of things said in this post. See comments below: >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> It seems the original 1972 Bylaws, (which can be seen on Alcor's home page and which Charles Platt has posted the relevant parts of) say that a group of members are supposed to be electing the Directors. Then the Directors just changed (amended) the Bylaws to try to give themselves the power to elect Directors and take that power from the group of members. But those new Bylaws with respect to the new way of electing 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? >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> If 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. Tripper _________________________________________________________________ Need to know the score, the latest news, or you need your Hotmail -get your "fix". http://www.msnmobilefix.com/Default.aspx --_09cc367b-28d2-434c-b713-eaabfe6dd59c_ Content-Type: text/html; charset="Windows-1252" [ AUTOMATICALLY SKIPPING HTML ENCODING! ] Rate This Message: http://www.cryonet.org/cgi-bin/rate.cgi?msg=30538