Could this Result in Liquidation of Alcor?November 4 2008 at 10:23 AM
|George (Login George1st)|
Response to but what is the law?
Unperson: “as I recall, I did some westlaw research and posted the results here, with respect to whether Alcor was complying with the law in not having members vote. As I recall the results were inconclusive. Why not start there, with my posted research?”
I think the issues are clear. Alcor was a business entity created under the State of California laws. As such, it had a set of bylaws created in 1972, which mandated that only Alcor members in good standing shall have the right to elect the Board of Directors. It was so happening for a number of years. Then around 1984, the then current Board of Directors most likely concluded that they are no longer electable, so they capriciously, without member’s consent, decided that the members no longer will have the right to elect members of the board and that from then on, they and only the Board of Directors can re-elect itself. Clearly it was in violation of the California state law (California Corporate Code 5150). From the point when the directors re-elected themselves, all their decisions are not valid and have no standing under the law.
This creates very dangerous situation for Alcor members. Should the courts decide at any time in the future that Alcor existed for 24 plus years without a lawful Board (and thus also with unlawfully appointed management) courts might conclude that it is no longer possible to remedy the situation and that he only solution shall be to terminate and liquidate Alcor as a business entity. The proper disposal of all those cryopreserved patients will consume all of Alcor assets and Alcor will enter the history as just another liquidated cryo provider.
I doubt that this is what Alcor members (or Alcor management) want, but it could happen. It is in everyone’s interest to get these issues legaly resolved.
Unperson: “BTW, you are a CI member, right? What is your interest in Alcor?”
I ain't telling. Who is my cryo provider is just between myself and my cryo provider.