III-B. Section 3.01(B): VOTING MEMBERSHIP REQUIREMENTS

EXISTING

All Cryonics Institute members permitted to (a) vote on the matters referred to in these By-Laws or (b) serve as a Director must be voting members of the Cryonics Institute. To qualify as a Voting Member of the Cryonics Institute a CI Member must be age 18 or over and either be an Option One Member or have been an Option Two Member for at least three years. Additionally, only CI Members with an executed Cryonic Suspension Agreement and having full funding for the Cryonic Suspension Agreement may be Voting Members.

PROPOSED

All Cryonics Institute members permitted to (a) vote on the matters referred to in these By-Laws or (b) serve as a Director must be voting members of the Cryonics Institute. To qualify as a Voting Member of the Cryonics Institute a CI Member must be age 18 or over and either be a Lifetime Member or have been a Yearly Member for at least three years. Additionally, only CI Members with an executed Cryonic Suspension Agreement and having full funding for the Cryonic Suspension Agreement may be Voting Members.

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

All Cryonics Institute members permitted to (a) vote on the matters referred to in these By-Laws or (b) serve as a Director must be voting members of the Cryonics Institute. To qualify as a Voting Member of the Cryonics Institute a CI Member must be age 18 or over and either be an Option One a Lifetime Member or have been an Option Two a Yearly Member for at least three years. Additionally, only CI Members with an executed Cryonic Suspension Agreement and having full funding for the Cryonic Suspension Agreement may be Voting Members.

EXPLANATION AND JUSTIFICATION

The only change is to the terminology -- "Lifetime Member" rather than "Option One" and "Yearly Member" rather than "Option Two". With the approval of our attorney and Directors, the changed terminology have been in the contracts, but remain unchanged in the By-Laws.

IV-F. Section 4.06: QUORUM

EXISTING

One quarter (1/4) of the Voting Membership, including proxies, shall constitute a quorum at any scheduled membership meeting.

PROPOSED

One fifth (1/5) of the Voting Membership, including proxies, shall constitute a quorum at any scheduled membership meeting.

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

One quarter (1/4) fifth (1/5) of the Voting Membership, including proxies, shall constitute a quorum at any scheduled membership meeting.

EXPLANATION AND JUSTIFICATION

There is a serious danger that it may become impossible to change By-Laws in the future due to quorum requirements and declining Voting Member participation. In 2005 there were 188 Voting Members (quorum=63, 1/3), 63 of whom voted on By-Laws to drop the quorum to 1/4. In 2008 there were 280 Voting Members (quorum=70, 1/4), 74 of whom voted on By-Laws. 1/5 may address the quorum issue for the time being, and as voter participation declines with increasing Membership (and increasing consumer-mentality), further adjustments will become hopefully become evident enough in advance that the quorum can be lowered if need be. Prior approval by one third of the CI Directors and the requirement of mailing proxies six weeks before a vote provide protection against possible dangers of take-over by a small minority due to an excessively low quorum (see proposed changes to the procedure for amending by-laws).

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.

IV-E. Section 4.05: PROXIES AND MAIL-IN BALLOTS

EXISTING

Voting Members shall be entitled either: to send general proxies, to be voted by the member of their choice; or to send proxies specifying votes on particular issues, insofar as these are ascertainable. Proxies shall be written, and shall apply only to the meeting in question. Proxy forms shall be mailed to all voting Members no less than six weeks before any meeting of the membership.

PROPOSED

Voting Members shall be entitled either: to send general proxies, to be voted by the member of their choice; or to send mail-in ballots specifying votes on particular issues, insofar as these are ascertainable. Proxies and mail-in ballots shall be written, and shall apply only to the meeting in question. Mail-in ballots shall be mailed to all voting Members no less than six weeks before any meeting of the membership.

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

Voting Members shall be entitled either: to send general proxies, to be voted by the member of their choice; or to send proxies mail-in ballots specifying votes on particular issues, insofar as these are ascertainable. Proxies and mail-in ballots shall be written, and shall apply only to the meeting in question. Proxy forms Mail-in ballots shall be mailed to all voting Members no less than six weeks before any meeting of the membership.

EXPLANATION AND JUSTIFICATION

Amendment and Director elections 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.

V-B. Section 5.02: ELECTING THE BOARD OF DIRECTORS

EXISTING

At each annual membership meeting, the Voting Membership shall nominate and elect directors to fill vacancies on the Board. The directors shall be elected for staggered terms, according to procedures set forth in Article VI below. Members of the Board of Directors cannot be elected or dismissed by petition.

PROPOSED

Directors shall be elected by mail-in ballots prior to each annual membership meeting, with results of the Directors' election announced at the annual membership meeting. The directors shall be elected for staggered terms, according to procedures set forth in Article VI below. Members of the Board of Directors cannot be elected or dismissed by petition.

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

At each annual membership meeting, the Voting Membership shall nominate and elect directors to fill vacancies on the Board.Directors shall be elected by mail-in ballots prior to each annual membership meeting, with results of the Directors' election announced at the annual membership meeting. The directors shall be elected for staggered terms, according to procedures set forth in Article VI below. Members of the Board of Directors cannot be elected or dismissed by petition.

EXPLANATION AND JUSTIFICATION

Director elections 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.

VI-A. Section 6.01 (B): ELECTION OF BOARD MEMBERS

EXISTING

At each annual meeting of the membership, four of the twelve directors shall be elected for the term of three years, to fill the positions of those directors those terms have expired. Nominations for these positions shall be taken from the floor, or in advance by petition of one Voting Member. Each Voting Member may cast four votes, designated them for four candidates or fewer. For example, a Voting Member may cast four votes for one candidate, or one vote for each of four candidates. The four candidates with the highest vote totals shall serve on the Board. Board positions vacated for reasons other than expiration of term, and filled temporarily by Board appointees, shall be filled in like manner.

PROPOSED

Prior to each annual meeting of the membership, four of the twelve directors shall be elected by mail-in ballot for the term of three years, to fill the positions of those directors whose terms have expired. Nominations for these positions shall be taken in advance by petition of one Voting Member. Each Voting Member may cast four votes, designated them for four candidates or fewer. For example, a Voting Member may cast four votes for one candidate, or one vote for each of four candidates. The four candidates with the highest vote totals shall serve on the Board. Board positions vacated for reasons other than expiration of term, and filled temporarily by Board appointees, shall be filled in like manner.

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

At Prior to each annual meeting of the membership, four of the twelve directors shall be elected by mail-in ballots for the term of three years, to fill the positions of those directors whose terms have expired. Nominations for these positions shall be taken from the floor, or in advance by petition of one Voting Member. Each Voting Member may cast four votes, designated them for four candidates or fewer. For example, a Voting Member may cast four votes for one candidate, or one vote for each of four candidates. The four candidates with the highest vote totals shall serve on the Board. Board positions vacated for reasons other than expiration of term, and filled temporarily by Board appointees, shall be filled in like manner.

EXPLANATION AND JUSTIFICATION

Director elections 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.