X-Message-Number: 22065
From: 
Date: Tue, 24 Jun 2003 10:44:18 EDT
Subject: safeguards

--part1_94.39a2dee2.2c29bdc2_boundary
Content-Type: text/plain; charset="ISO-8859-1"

Steve Bridge asked what safeguards are in place at CI against takeovers by 
some group aiming perhaps just to milk the assets for personal profit, or to 
radically change the orientation. 

First, an apology--the By-Laws on our web site are not up to date. This will 
be corrected soon.

The first safeguard is that the directors are elected in staggered years, 
only one third in a given year. Also, the voting membership is closed a month 

before a membership meeting. It would be very difficult for any group to 
organize 
a coup at any one meeting.  

Next, although it is not enshrined in the by-laws, our officers and directors 
receive no pay and no perks of value. 

Next, all directors must be voting members with contracts and funding in 
place. 

Next, prospective directors receive careful scrutiny, especially those 

without a long term record of involvement in cryonics. Any red flags would make
election unlikely. CI has a very low turnover of directors.

Next, in case of any alarm bells, the membership have the final say, and can 
remove directors.

Next, any radical change requires more than a simple majority of directors or 
of the membership.

Finally, it only takes two directors to challenge any non-customary action, 
per the following article of the by-laws:

Article IX: Delay of Allegedly Improper Action

Any group comprising five percent (5%) of the voting members, or five voting 
members, whichever is greater, or two members of the Board of Directors, can 
delay any new or non-customary action by the Board or by the officers of the 

corporation, on the grounds that it is not justified by the corporate purposes.
 Following any such petition, the Secretary shall call a meeting of the 

membership as soon as it is feasible.  At such a meeting, a majority of the 
voting 
members present shall be sufficient to override the action, if a quorum is 

present.  If a quorum is not present, the action shall be further delayed until 
a 
meeting is held at which a quorum is present or until a petition supporting 

the action signed by a majority of the voting members is presented to the Board.

No action contrary to Article II shall be authorized in any event.
--------------
Robert Ettinger
Cryonics Institute
Immortalist Society
www.cryonics.org

    
    


--part1_94.39a2dee2.2c29bdc2_boundary

 Content-Type: text/html; charset="ISO-8859-1"

[ AUTOMATICALLY SKIPPING HTML ENCODING! ] 

Rate This Message: http://www.cryonet.org/cgi-bin/rate.cgi?msg=22065