X-Message-Number: 966
Date: 08 Jul 92 06:28:58 EDT
From: Paul Wakfer <70023.3041@CompuServe.COM>

Reply to Charles Platt's comment on the Alcor Bylaws

    I, too, noticed several months ago that Article 5, Sections 4 and
8 of the Alcor By-laws had not to my knowledge ever been implemented
by the Board of Directors.  Not adhering to their own by-laws is just
one of the many ways in which the Alcor Board of Directors have been
neglectful of their duties.
    The meaning of these sections, Charles, (and the way they should
be implemented by the Board) is that during the September meeting of
each year, each Director's term of office comes to an end after the
last official act of the Board for the previous year.  This last
official act is the election of a new set of Directors, whose one year
term of office begins immediately after the election is complete.  The
method of election of new directors should be the standard one of
moving and seconding the nominations of candidates, the closing of
nominations when no more are forthcoming, and the voting to see which
9.  If less than 10 were nominated, no voting takes place.  They are
all 'acclaimed' to be the new directors.  The term 'cumulative voting'
which is not to be permitted simply means that a director may cast as
many votes as there are candidates up to 9, but is not permitted to
cast more than one vote for any one candidate.  If more than 9 were
nominated, the 9 with the highest number of votes are elected.  If
there is a tie for 9th spot, all those with higher vote totals are
declared elected and voting for the unelected candidates occurs again
under the same rules as before except that now the directors are only
allowed to cast a number of votes equal to the number of directors who
have not been elected.  If ties persist, an impasse can usually be
eliminated by the process of dropping the candidate(s) with the lowest
vote total(s) from the next round of voting.  This algorithm will
almost always result in the completion of the election (ie. 9
directors elected).  If less than 9 directors are elected, then the
remaining directorial offices are open to be filled are at any board
meeting occurring before the next September renewal meeting.  For that
vote, the same rules of voting for less than 9 directors would apply,
however the terms of any directors so elected would be shorter because
they would still end at the next September's renewal meeting.
    One of the advantages of these by-laws (this automatic term and
yearly renewal of directors) is that if a director has shown his
incompetence (either through lack of involvement with Alcor or through
making gross directorial errors) and should be removed, this can be
done easily and non-controversially by the simple method of attrition,
ie. not being re-elected at the yearly renewal meeting.  It is just
this type of term and renewal mechanism which Alcor desperately needs
for its CEO and staff, and, simply by applying its by-laws could
easily have for its Directors.
    Charles, your trouble in understanding these by-laws has nothing
whatever to do with you being a 'newcomer' to Alcor.  They are, in
fact, quite universal to many organizational structures that include a
board of directors.  Some people would consider that you are fortunate
that you have not wasted your time by encountering these terms and
methods before.

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