X-Message-Number: 30528
Date: Sun, 24 Feb 2008 12:26:28 -0800 (PST)
From: david pizer <>
Subject: Further discussions on the Directors situation
Here is some further discussion on the problems that
we members seem to be faced with. I have had to do a
lot of speculation here because the Directors refuse
to share information with me and don't even reply to
my email letters to them or my public posts anymore.
Greg Crouse said: " ... (no offense again, I
especially have HUGE respect for Pizer), but are
you ready to deal with the consequences? Are you
going to make the time and pony up to fill the
vacancies and resultant oversight that you want? I
personally would not, and am thankful for those who
perform these duties on my behalf. '
Pizer's response: Greg has hit upon the great dilemma
that members now face. Here it is in a nutshell:
1. It appears that Alcor may be electing it's
Directors in a way that is either illegal or improper.
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.
It appears that California Corporation Code 5150 says
that when Directors do something like this concerning
members rights to vote for Directors, they have to get
a vote of approval from the members. In other words
the Code says the Directors, without member approval,
can't do what they did. It also appears this required
member approval was not obtained.
So, it appears that the present default is that a
group of members is the only authorized group that can
elect Directors as required in the original 1972
Bylaws. So since around 1981 or 1984, all the
Directors may have been elected improperly.
That may not be so bad as it was being done by
accident and no one knew they were doing it wrongfully
- until now. But NOW the Directors have been made
aware of the problem. The Directors have been asked
to go, with a group of representatives from the
members, to seek a legal opinion. But they did not
reply to the request.
ARE THEY DOING THAT IN SECRET?
If the Directors are spending Alcor's money for a
legal opinion on who should be running Alcor and who
should be voting for Directors, and if the difference
in question is between Directors and members, then
since Alcor is paying the tab, I would hope that
members from both groups were represented at all times
at the attorney's office. But so far as I know, no
members have been invited to go with Directors to seek
legal opinion?
It would seem highly improper if Alcor Directors were
paying an attorney with Alcor money to try to find a
way to get around the 1972 Bylaws and try to get
around the members seemingly apparent right to elect
Directors.
If the Alcor members are the ones with the right to
vote and the Directors who find themselves in that
position by accident are spending Alcor's money to
circumvent the law and/or the rightful position then
that seems a wrong. It would be one thing to be
wrongfully made a Director by accident, and quite
another to spend Alcor's money to try to hold that
position if it has not been rightfully gained.
2. So if all this speculation above is true, we now
have a terrible situation as Greg has pointed out.
What do we members do about it?
Do we start a war with the Directors, as we would any
group that has wrongfully taken over Alcor and refuses
to try to rectify the situation, or do we try to
continue to reason with the Directors to fix the
situation together with members as a team even though
they have so far ignored us?
3. Let's assume most of us would want to work with
the Directors to go together with them to seek legal
advice and find a way to make things right and legal.
How do we do that when the Directors won't communicate
with us on this problem?
Having spent 11 years of my life as an Alcor Director
and Officer helping to build Alcor into the fine
organization it was when I retired, I dread what may
be ahead. And, I must admit, I do not know what is the
best thing for us members to do now. How to correct
the situation with the least amount of potential risk
and/or damage to Alcor or the patients.
There is risk if members take action, but there may be
even more risk if they do not?
4. Which brings up another possible problem. If
nothing is done and eventually someone sues Alcor to
remove a patient from suspension or to obtain money
from Alcor for some reason, (as has been done in the
past), and the Board tries to defend the patient
and/or money, can the plaintiff get the Board
disqualified from the suit and get a judgment because
the people claiming to be Board members don't legally
represent Alcor and they had been made aware of that
possibly, (if that is in fact the case)?
My business experience tells me that when a business
has a problem like this, you take care of it at once
and get a legal opinion and work with all parties to
fix the problem, not ignore the problem and the other
parties. I cannot understand why the Board seems to
be ignoring this and not communicating with it's
members?
In my opinion, the longer this goes unresolved the
worse things might get. It would be best for all if
the Board members would start some discussions on how
to fix this and invite a group of members to accompany
them to seek legal advice.
David
I am copying the Board and Advisers on this message.
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