DAVE PIZER-- 01-- Reappears with open ultimatum letter to board

Pizer posts to Cryonet again suggesting Alcor board may be invalid-- however does not take a next step. Suggests that Alcor hire a lawyer to figure it out when in fact Dave could hire a lawyer to figure it out-- and subpeona certain people-- if it turns out that the board is not valid. The other step forward would be wider notification to members of the situation. As it is, it's beginning to look as if this will go nowhere-- Dave offerred no report on the recent board meeting-- so the next indications would be Alcor's blog report on that meeting. My personal view is that this problem is merely interesting at this point-- but I have more pressing concerns. It's probably true with other members too.


QUOTE from DAve on Cold Filter and Cryonet [+]

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Untitled
March 5 2008 at 6:57 PM david pizer (Login davidpizer)
Veteran Member
To: The Alcor Board
To the Alcor members through various cryonics forums.
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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:
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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.

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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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