X-Message-Number: 1300
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Subject: October Board Meeting
Date: Mon, 12 Oct 92 22:31:31 PDT
Alcor Business Meeting Report
by Ralph Whelan
The meeting started at 2:00 pm, at the home of Marce and Walt Johnson
in Huntington Beach, California.
Steve Bridge, acting Chairman for this meeting, explained that during
this and coming meetings we would be experimenting with changes to the
format of the monthly business meetings, with the hope that we can make
the meetings shorter, more businesslike, and less political. In general,
he explained, the Board will first discuss each agenda item without input
from the general membership. Then the membership will be given an
opportunity to provide opinions and advice. Then the floor will be
restricted to Board members once again for final discussion and voting.
Additionally, if an item is not on the agenda but a member believes
it should be discussed, s/he will be given one minute to explain to the
Board why it is important enough to be added to the agenda. If the Board
agrees, it will be added to the agenda. If the board disagrees, it will
be added to the agenda of the following month's meeting.
The September meeting minutes will be changed to include a notice
that Michael Riskin volunteered to audit the Endowment Fund.
Page 5, paragraph 2 of the September minutes (Patient Care Trust
Fund) will be changed to indicate that Keith's motion was to name the
P.C.T.F. as a trust--not a motion to vote on that subject.
Resolved: With the above changes noted, the September Alcor Board of
Directors meeting minutes are approved. (Unanimous)
The issue of Alcor potentially acting as a Tissue Storage Center for
non-Suspension Members was not brought at the public meeting, mainly
because the Board did not feel prepared to discuss it at this meeting.
However, one important and timely matter was dealt with in private
session. A gentleman contacted Alcor a few weeks ago and explained that
his daughter had died in a car accident a couple of years ago, and that
since then her ovaries have been in liquid nitrogen storage at a
University. He wanted to know if Alcor would be willing to take over that
storage, since the University has expressed a desire to discontinue.
There was a brief discussion of the potential liability for Alcor, and it
was agreed that further study was necessary, but that action should
proceed in the meantime.
Resolved: The Board authorizes Carlos and Ralph to negotiate a potential
contract with the gentleman, to be presented and discussed at the November
meeting. (8 in favor, 1 opposed [David Pizer])
Carlos Mondragon and Paul Wakfer (President of Cryovita) signed an
agreement by which Alcor will pay for the purchase of equipment from
Cryovita on the following basis: $3,000 will be paid toward the principle
after each suspension Alcor performs; $1,000 will be paid toward the
principle after each pet suspension Alcor performs; interest payments at
6.5% will be made on a monthly basis.
Cryovita is unwilling to sell the MALSS (Mobile Advanced Life Support
System) Cart to Alcor, but instead wishes to lease it, with the
understanding that they can remove it from the Alcor facility for purposes
unrelated to the suspension of an Alcor Member. For this reason, a new
MALSS Cart will be purchased/constructed by Alcor during the next twelve
months.
The Riverside Planning Commission has approved Alcor's C.U.P. with 19
conditions, two of which Carlos was able to favorably negotiate on Alcor's
behalf. The Riverside City Council will still have to approve the C.U.P.;
their decision on this issue will be made in public session on Tuesday,
October 6.
It is still unclear as to whether or not the simple fact of putting
the word "trust" in the title of the Patient Care Trust Fund provides
additional protection for the funds therein. Carlos has again contacted
the attorney who advised us that this was the case, asking for further
documentation in support of his opinion, but the attorney's response was
unsatisfactory. (He simply resubmitted an inadequate statement that we
already had.) Carlos and Ralph will draft a preliminary trust document
for the P.C.T.F. and submit it to a new trust attorney.
Based on the information that he has received from us so far, Jack
Zinn believes that we should hire him on a contingency basis to pursue the
other half of the "One Million A.D." money left to Alcor by Richard Clair
Jones (now in suspension). This decision by Jack is preliminary, and he
will respond with more detail soon. Jack also pointed out that he will
attempt to have the matter settled through binding arbitration. Carlos
will report further on this at next month's meeting.
Because the supplier is being kept confidential, the purchase of a
new "big foot" dewar was discussed during the private portion of the board
meeting .
Resolved: The Board authorizes the purchase of one "big foot" dewar, at
an approximate price of $17,000. (Unanimous)
Carlos gave a brief report of recent media attention Alcor has
received, including a CNN segment that aired twice but no one at the
meeting had seen, and an article in The New Scientist. He also mentioned
that he will be traveling to Las Vegas this month to attend a meeting of
the Alcor Nevada Chapter that will be attended as well by the Mayor of Las
Vegas and the local Fire Department Chief, in an attempt to convince the
Fire Department that they should follow the instructions on the bracelets
of Alcor Suspension Members, if the need arises.
Tanya Jones reported on her recent one-week trip to South Florida
(with Ralph Whelan). She explained that the cleanliness of the facility
was a problem that needs to be handled better, but that otherwise the
facility is fine for local washout in preparation for shipment to Alcor's
main facility. She also explained that the heat and humidity was causing
the loss of a lot of sterile supplies, but that the Florida group now
plans to control the temperature and humidity in the facility on an
ongoing basis. Additionally, the group will purchase a refrigerator for
storage of meds and potentially Viaspan in the facility. Tanya and Ralph
conducted an impromptu training session the day before they left which was
well-attended, and the group expressed a desire to have a longer and more
formal training session in their area sometime soon.
Derek Ryan reported briefly on his progress as Alcor's Membership
Administrator. He mentioned that in the first 8 months of 1992 only 17
new memberships were approved, and that in the 2 months that he's been
doing this full-time he's been able to sign up 13 more. He is confident
that he will be able to far exceed the modest membership growth assumed in
the Budget for 1993.
Allen Lopp reported that an independent certified audit for Alcor
could cost as much as $20,000, and that he will be sending out fund-
raising letters and calling people in support of this. He mentioned that
Austin Tupler and Bill Faloon have each offered $2,000 toward this. He
also reported that Austin Tupler is willing to pay for the bonding of the
Alcor employees and Directors who handle the money, but only after there
has been an audit.
Carlos pointed out that money or at least pledges for this purpose
must be received by November 1, since audits usually begin by then.
Michael Riskin read aloud his account of why he offered to audit the
Alcor Endowment Fund, a task he completed in September. His offer, he
explained, was prompted by allegations by some or all of the Endowment
Fund Advisory Committee members that the fund was being "gutted,"
"mismanaged," etc. In summary, he explained that he could not discern any
"cover-up" or "mismanaging," and that it was his opinion that the
Endowment Fund Advisory Committee should retract all such statements. He
also pointed out, however, that a lack of clear guidelines about proper
use of Endowment Fund money makes the action of use (even with repayment)
of Endowment Fund capital questionable, and that explicit guidelines need
to be decided upon.
Steve suggested that we place on next month's agenda a new policy
about when it is reasonable to borrow from the fund's capital.
Resolved: Michael Riskin's Endowment Fund Audit Report will be appended
to (and thus will become a permanent part of) this month's minutes. (8 in
favor, 1 abstention)
Carlos summarized his memo detailing which of the two committees'
(Patient Care Trust Fund Advisory Committee and Endowment Fund Advisory
Committee) suggestions should be followed, which should not, and why.
Carlos was supportive of most of the Committees' suggestions.
Courtney Smith spoke up in further defense of one aspect of the
committees' suggestions, but later agreed with Carlos and the rest of the
board that Carlos' reasoning and intentions also made sense, and that he
supported them.
Resolved: The amended (by Carlos) version of the P.C.T.F.A.C. and
E.F.A.C. suggestions will be implemented exactly. (Unanimous)
Michael Riskin announced that he has written an explanatory letter
about the new position of Ombudsman in Alcor, and that it is being sent to
all members presently. Carlos noted that his letter has just been bulk-
mailed, so members will be receiving during the next one to three weeks.
(It will also appear in the November issue of Cryonics.) Michael Riskin
complained that with this being such a timely issue, it was not worth the
money saved to have bulk-mailed rather than first-class-mailed the
letters.
Ralph Whelan read aloud a statement issued by the Alcor Board of
Directors in response to It's Time For A Change, a compendium of
complaints about the current President and Board management of Alcor.
Resolved: The exact wording of the Board's response to I.T.F.A.C. will
appear in the meeting minutes. (Unanimous)
That wording is:
"In response to concerns raised by Saul Kent, Paul Wakfer, and others
in It's Time For A Change and other written and verbal communications, the
Alcor Board of Directors wishes to make clear that we are taking those
issues seriously, and we're making changes where we believe it's
appropriate to do so.
"Because the Alcor Board is really nine person with nine minds and
nine opinions, we don't believe it's appropriate to issue a blanket Board
of Directors "Position Statement" on all of these issues. However, we do
believe it's fair to say that we're all expending a tremendous amount of
effort to address and eventually resolve these issues."
There was then extensive discussion of whether or not it was
appropriate for Carlos to use the Alcor Mailing List as a source of names
and addresses to mail out his personal response to I.T.F.A.C. Carlos
argued that it is completely legitimate and within the Alcor Bylaws for
him to use the membership list for this purpose. The Board seemed nearly
evenly split on this issue, with some Directors supporting this, some
opposing it, and some undecided. At the close of the discussion, Carlos
announced that because of the Board's unwillingness to allow him the use
of the mailing list for his response to the charges in I.T.F.A.C., he will
in the future refer all persons with questions and concerns originating
from I.T.F.A.C. to the Alcor Board.
Resolved: Carlos is prohibited from using the Alcor membership list as a
source of names and addresses for the mailing of his response to
I.T.F.A.C. (5 in favor, 3 opposed, 1 abstention [Carlos])
Because of time restrictions, it was agreed that some items on the
agenda for this meeting should be moved to the November meeting.
Resolved: Discussions of an Alcor Business Plan, of a Rules Committee for
meeting procedures, and of a change to Board-selected meeting sites and
dates, are postponed to the November business meeting. (Unanimous)
On behalf of the Board, Steve Bridge expressed sincere thanks to all
the Alcor members who've provided their homes for meetings and Alcor
functions over the years, and especially JoAnn martin and Saul Kent for
hosting the Alcor Turkey Roast for the past few years.
Carlos announced that on the day before the meeting, the Alcor Board
and Staff had an eight-hour meeting during which the delineated a budget
for 1993, and that the proposed budget, if adhered to, will allow Alcor to
operate "in the black" for the entire year. He warned though that the
budget leaves almost no margin for error at all, and allows only $10,000
for legal expenses. Brenda emphasized that this budget should allow us to
monitor our financial performance on a month-to-month basis throughout the
year. The budget will be published in Cryonics magazine.
Resolved: The Alcor budget for 1993, as agreed upon by the Alcor Board
and Staff on October 4, 1992, is accepted and will be implemented.
(Unanimous)
Ralph announced that he would be contacting people during the next
couple of weeks for service on the Fund-Raising Committee. He also
encouraged people with special interest or expertise to volunteer.
Allen Lopp explained that the Board is interested in suggestions and
ideas for potential changes to the current self-perpetuating Director
selection process. He emphasized, though, that the Board does not
consider suggestions along the lines of a "pure" or "popular" democracy to
be an option.
Michael Riskin expressed his disapproval that some board members did
not cast all nine of their votes.
Saul Kent handed out a list of possible alternative voting
procedures, and then announced that he would like the Board to express its
support for special meetings toward making these kinds of changes.
Resolved: The Board supports the pursuit of special meetings (not Board
meetings) for examining alternative voting schemes for the Board of
Directors.
Mark Voelker summarized the paper presenting his opinion that the
Patient Care and Suspension Services portions of Alcor should constitute
two separate organizations, for reasons of practicality and liability.
Carlos and Ralph pointed out that the idea should be published in
Cryonics, circulated on the net, and promulgated in general informal
discussion prior to further Directors' meeting discussion.
Alcor owns 64 acres of land in Arizona that, for property tax
reasons, is costing us more than it is worth to retain. Carlos suggested
that the Board allow him to raffle or auction off the property to Alcor
members. Mike Darwin pointed out that the son of the person who provided
us with the property might be willing to pay more for it than an auction
or raffle would provide. Carlos agreed to look into that.
The meeting was adjourned at 4:52 p.m.
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