X-Message-Number: 30583
Date: Wed, 5 Mar 2008 15:52:47 -0800 (PST)
From: david pizer <>
Subject: Defining the issues
To: The Alcor Board
To the Alcor members through various cryonics forums.
Here are the only important issues:
1. Which election system should be legally in place
now?
2. What are the ramifications?
I will discuss each of these issues briefly and give
my opinions about each subject below:
1. What system should be legally in place for
electing Directors now at Alcor?
The way I read the Alcor Bylaws and the California law
that regulates them, I believe that at the present
time the only people who have the right to elect Alcor
Directors are Alcor members. (I have given members and
Directors previous specific information on this).
The Directors do not have the right to elect Directors
according to the 1972 original Alcor Bylaws.
I believe these Bylaws are still in force today
because I do not think they have every been legally
amended. They have been amended but the California
Corporation Code (Section 5150) seems to say that when
Directors amend Bylaws that have to do with the voting
rights of members, then the members have to approve
those amended Bylaws. I don't see where the members
have ever done this.
If all this is true, as I believe it is based on what
I have read so far, then the amended Bylaws giving the
Directors the right to elect Directors are not valid.
Therefore all persons calling themselves Directors,
who were elected by other Directors and not the
membership, (I believe that it all of those who
presently call themselves Directors) are NOT
Directors.
I am not a lawyer. I am not an expert. This is the
way I read the matter to be and for the balance of
this work, I will go on the assumption that I have
read the matter correctly. If I am wrong in this
assumption then the rest of this work may also be
incorrect.
2. The ramifications could be many. Questions that I
worry about are:
a. Are the things the people who presently call
themselves Directors are doing now in Alcor's name
legal? If these people are not the legal Directors
what is the status of all their actions?
b. Does their continuance to run Alcor, knowing they
might not be the legally elected Directors, cause some
liability for Alcor?
c. Does it cause some personal liability for them?
Directors are often not held liable for their mistakes
in running a corporation, but that may assume to only
protect legally elected Directors?
What we have here seems like a complicated problem
that involves Alcor members rights as set forth in the
1972 Bylaws that may still be in force today.
I would hope, and I request, that those calling
themselves Alcor Directors would hire a legal expert
to give an opinion on what the situation is and how it
can be made right. I would hope that at the initial
meeting, and all following meetings, with this expert,
that representatives of the members and the Directors
would both be present to give information to the
expert who is going to give his/her opinion.
I can't see any other way this is going to get
resolved. Also it seems that if it turns out that the
present Directors are NOT legally elected, then they
need to fix the problem before they take anymore
actions in Alcor's name.
=================
WHAT I AM NOT SAYING IN THIS WORK.
I am not saying that any particular Director is or is
not a good Director or does or does not need to be
replaced.
I certainly am NOT looking for any position of
leadership in Alcor other then trying to get this
problem fixed so that Alcor members can go back to
having confidence that legally elected people are
running Alcor.
This discussion is not about specific individuals. It
is about the possibility that a mistake has been made
that needs to be fixed before any other things are
done in Alcor's name.
I request a reply from the Directors on this matter on
what they intend to do about this. I have already
requested this from the Directors with no response, so
I am now including the members in this request.
Respectfully submitted to the members and the Board.
David Pizer
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