Saturday, March 12, 2011

ARTICLE XI: AMENDMENTS TO BY-LAWS

EXISTING

At any scheduled meeting of the CI membership, the Voting Members may propose and pass amendments to the corporate by-laws. These by-laws may be altered, amended or repealed by an affirmative vote of two-thirds (2/3) of the Voting Membership present at the meeting or by an affirmative vote of a majority of the total Voting Membership, whichever is less. Article II above (concerning corporate purposes), however, shall be amended only by unanimous vote of the full Voting Membership. None of the corporate by-laws may be amended by petition.


PROPOSED

Prior to any scheduled annual meeting of the CI membership, the Voting Members may pass amendments to the corporate by-laws by mail-in ballot. These by-laws may be altered, amended, or repealed by an affirmative vote of two-thirds (2/3) of those voting on the by-law change by mail-in ballot. The exact wording of the amendments must be sent, along with mail-in ballot to vote on the amendments, to all Voting Members. No mail-in ballot concerning a change in by-laws shall be sent to Voting Members without prior approval of one-third of the Board of Directors at meeting of the Directors. Article II above (concerning corporate purposes), however, shall be amended only by unanimous vote of the full Voting Membership. None of the corporate by-laws may be amended by petition.


PROPOSED (strikeout of eliminated text/bolding of new text)

At Prior to any scheduled annual meeting of the CI membership, the Voting Members may propose and pass amendments to the corporate by-laws by mail-in ballot. These by-laws may be altered, amended or repealed by an affirmative vote of two-thirds (2/3) of the Voting Membership present at the meeting or by an affirmative vote of a majority of the total Voting Membership, whichever is less those voting on the by-law change by mail-in ballot. The exact wording of the amendments must be sent, along with mail-in ballot to vote on the amendments, to all Voting Members. No mail-in ballot concerning a change in by-laws shall be sent to Voting Members without prior approval of one-third of the Board of Directors at meeting of the Directors. Article II above (concerning corporate purposes), however, shall be amended only by unanimous vote of the full Voting Membership. None of the corporate by-laws may be amended by petition.


EXPLANATION AND JUSTIFICATION

Amendment only by mail-in ballot, not Member meetings or proxies, will help protect the Cryonics Institute from take-over by a minority with bad intentions. Mail-in ballots are not proxies. Prior approval by one-third of the Board of Directors provides a mechanism and a filter for determining what amendment proposals are sent to CI Members by mail-in ballot.

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