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Member debates Director

January 19 2008 at 6:27 PM
davidpizer  (no login)

Or, PIZER VS MERKLE a debate?

Director Ralph Merkle recently posted a position paper on Alcor site. Someone sent me a copy of it. I have some comments about it. I believe you can read Dr. Merkle’s whole paper on Alcor’s website.

MERKLE SAID: Alcor is governed by a "self perpetuating Board." In such a Board, new Board members are elected to that position by existing Board members. This is the most common way of electing Board members in non profit organizations. (delete)

PIZER’S COMMENTS: In a recent post by Charles Platt, Charles looked this up and came to the conclusion this was not the case. You can see Charles’ post in this forum somewhere.

MERKLE SAID: A fundamental rationale for selecting the self perpetuating Board structure was its ability to provide continuity of purpose over a long period of time.

PIZER’S COMMENTS: The numbers and indicators, (as discussed in the past week or so in this forum) show otherwise. The evidence seems to show that Alcor is going downhill fast. Merkle doesn’t deny this.

MERKLE SAID: Existing Board members select those new Board members who they believe are best able to preserve Alcor's core values and carry out its mission. (delete)

PIZER’S COMMENTS: The board members may “believe” the people they elect, and when they re-elect themselves over and over, are best able to preserve Alcor’s core values but we want to see arguments that support that back by evidence of good performance. The numbers on performance, growth rate and indicators of future growth are very bad. The record of business mistakes as reported recently in this forum shows that for the last several years Alcor has been doing badly. The board now seems to meet a lot in secret, by email to only themselves. Then need a full time attorney involved because of all the problems. It seems to me that the board now spends more time covering up mistakes then preventing them. I would like to see Merkle talk about this.

MERKLE CONTINUES: One of the responsibilities of the Board is to insure that our current practices continue to be effective in achieving our fundamental goals as given in the Mission Statement.

PIZER’S COMMENTS: Isn’t Alcor supposed to be a public company? Where does it say anything about secret meetings in the Mission Statement?

MERKLE SAID: One such practice is our use of a self perpetuating Board. The primary alternative to the self perpetuating Board is the member elected Board. In a member elected Board, individual members vote for the Board members that they believe are best able to effectively lead Alcor. Is the original rationale for choosing the self perpetuating Board still as persuasive today as it was when Alcor was founded?

PIZER’S RESPONSE: This is just plain not true. The person who is responsible for the self perpetuating Board, (aka dictatorship) retired president Mike Darwin, recently has said it was one of his biggest mistakes.
MERKLE CONTINUES: Are there other reasons for preferring the self perpetuating Board that were perhaps not clearly recognized earlier? (delete)

PIZER’S COMMENTS: I believe the question that we members want answered is “Are there reasons for NOT preferring the self perpetuating Board that are NOW recognized?” See my earlier posts with a long list of the many many costly mistakes the dictatorship style of board has caused.

Basically we need to just ask these 2 basic fundamental questions:

1. Are Directors who are not held accountable to anyone more likely to do a better job then Directors who have to stand for re-election every year by the membership?

2. Are Members who belong to a nonprofit organization, (who perhaps like the native Africans of South Africa), are told they are not qualified to vote, more likely to feel a part of that organization, and therefore contribute more money, time, energy and ideas to that organization, then if they were allowed to vote for their leaders. Or put in another way, do citizens feel more a part of a country that is run by a dictatorship or in a democracy.

MERKLE CONTINUES: One of the original rationales for Alcor's self perpetuating Board was to prevent a takeover of Alcor. Because the Patient Care Trust Fund has significant assets, and is growing, the incentive for such a takeover continues to be present today. This argument seems most effective against a member elected Board if all members — even recent members or members whose motives might be viewed as suspect by the majority of established cryonicists — are allowed to vote. Various limitations might be imposed which would significantly reduce this risk. It is clear, though, that this issue would need to be thoroughly explored before making any significant change in Alcor's structure. It is essential that the risk of a takeover — a catastrophic failure mode — be held to a minimum.

PIZER’S COMMENTS: This argument defies the law of numbers. It is much easier to take over a smaller group then a larger group all other things being equal - we can make things equal in either system. To take over the present Alcor Board of Directors it only takes 5 people, or less if the board is smaller at time of takeover. The maximum amount of Directors allowed is 9. Every time one Directors is elected, if the Board is at capacity, another Director has to leave. So 5 people could begin to seek seats on the Board, and take it over. This does not seem to hard to do. The Board has already appointed two people to Board positions that they fired or forced out of office as Alcor Presidents claiming they were not qualified to run a business like Alcor. But that is what the Directors do, the run Alcor. A Directors has more power then a president of Alcor.

If there are at present 800 Alcor members, it would take an additional 801 new people to take over Alcor if the membership had the vote instead of the way it is now. The saying, “There is safety in numbers.” is true.

Whatever precautions that can be built into contributing to safety in the present system can be built into the new system of letting the members do the electing.

For instance, in a member-electing system, we can require that people be members for 3 years before they can vote. We can have two systems of leaders: Elected Directors and elected advisors. We can require that a candidate for a board position be an advisor for at least 2 years. We can require advisors take straw votes on issues that come up before the board and their votes are recorded and presented to the membership in our magazine. Even though the advisors votes don’t count there will be a two year record made public to the members on how the did vote before they can run for office.

What I am saying is that every argument Merkle can give for some system of safety in the dictatorship system can be put in the democratic system. We can make the two systems identical in safety and then we have the benefit of greater number of members and the benefit of new and increased morale of the membership the day this passes.

MERKLE SAID: A number of other issues are of concern, even though they do not have a direct bearing on the relative effectiveness of a self perpetuating Board versus an elected Board. For example, Alcor's patients now in cryopreservation cannot participate in an election — meaning they are disenfranchised. While the PCTB (Patient Care Trust Board) is responsible for insuring that the funds in the PCT (Patient Care Trust) are used for the benefit of the patients the members of the PCTB are normally chosen by the Alcor Board. While the five PCTB members have staggered five year terms, the Alcor Board would eventually be able to select all five. Other decisions besides direct payment of patient care costs that might affect the patients are also in the hands of the Alcor Board. How do we best represent the interests of the patients? A member elected Board does not offer any obvious advantage in this regard, as patients can't vote. When you are cryopreserved, which would you prefer?

PIZER’S RESPONSE: If the members could know all the secrets some Board members have kept hidden from the membership, most of us would prefer the member elected system for the following reason as regards to the safety of patients. The present dictatorship is causing the growth of Alcor to stagnate. Mistakes are up, because of lack of accountability, donations and volunteerism, and other benefits are down because the feeling of alienation by the membership. This leads to a decline in the growth rate of the membership. Some board members may not feel like membership growth is important but I think it is the number one protection to the patients.

Let me repeat that. The number one protection for the patients is a large and strong membership base. Living people realize they will be going into those tanks someday - so this larger stronger group will want to protect the rights of the patients, since they will become one someday.

There is another reason as important. Relatives of the patients are the strongest supporters of the patients. There are a lot more relatives in the pool of 800 members then in the pool of 9 board members.

MERKLE SAID: Significant modifications to the Alcor Bylaws might have an impact on Alcor's 501(c)(3) tax exempt status, as well as have other legal and operational ramifications. As a consequence, prior to making any significant change(s) in the Bylaws, it is necessary to discuss the nature and extent of changes with someone qualified specifically in non profit tax law so that we might anticipate any potentially adverse ruling by the IRS. Historically, changes to the Bylaws have been infrequent because of the care and expense required. This is not to say that they are either impossible or undesirable — but they need to be carefully and calmly evaluated. (delete)

PIZER: This is a good thing. We need to have our 501c3 status reviewed by the government often. We need an audit trail. Someday in the far future we are going to need the money in the Patient Care Trust to reanimate the patients. We don’t want to wait until that day to find out that the government has determined that we don’t qualify, and so to assign income taxes, and penalties to all that money. Or worse, try to take it away. We need to know now if there are problems so we can fix them now. We need to document that we have been reviewed every so many years so that if they do find something later on we are grandfathered in having followed prevailing laws at the time.

MERKLE SAID: And finally, it is worth noting that when the attendees at the 2007 Alcor conference were asked whether they preferred the present self perpetuating Board structure to a member elected Board, the great majority, by show of hands, preferred the self perpetuating Board.

PIZER’S RESPONSE: Picture this. Here are these Alcor members many of them on the paid staff that is controlled by the Directors, or advisors of group leaders or committee people all appointed by the Directors. The Board standing there says all you people who want it to continue the way we Directors like it raise your hand. Then, those who don’t like our way raise your hand.

Could you picture your favorite dictator at a government function saying all you guys who don’t like how we are doing it raise you hands.

MERKLE’S CONCLUSION: In conclusion, the present review supports the idea that the self perpetuating Board is better suited to Alcor's mission than a member elected Board. This is not to say that everyone is fully satisfied with all aspects of existing Board operations or member relations, but that an undue emphasis on the issue of an elected versus a self perpetuating Board does not seem to offer significant opportunities for enhancing Alcor's ability to carry out its mission. This opinion is shared by a majority of Board members at this time.

PIZER’S COMMENTS: Of course the majority of the Board members share this opinion. Some of them may not want to stand for re-election on their previous records. I take my hat off to those courageous minority of Board members who do not share the majority opinion. When we get the vote, I am going to vote for them.

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