ALCOR LIFE EXTENSION FOUNDATION
7895 E. Acoma Drive, Suite 110
Scottsdale, AZ 85260
A California Nonprofit Public Benefit Corporation
Amended and Restated 3 March, 2007
ARTICLE 1. OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business is located in the United States of America. The principal office of the corporation shall be as determined by the board of directors at its discretion.
SECTION 2. CHANGE OF ADDRESS
The Board of Directors may change the principal office at the Board’s discretion.
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.
ARTICLE 2. PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be:
(a) to promote, foster, and conduct basic and applied research in all areas of the life extension sciences including, but not limited to, cryonics, cryobiology, gerontology, molecular engineering, and cell repair technology;
(b) to engage in the application of whole-body cryonic suspension, neuropreservation, and other postmortem and biopreservation techniques and to provide these services to the general public;
(c) to promote, encourage, further, and carry out research to develop techniques for short-term and long-term fully reversible arrest of metabolism in man and other mammals, i.e., the development of suspended animation;
(d) to promote, encourage, further and conduct research to allow for repair, recovery, and rehabilitation of humans placed in cryonic suspension, neuropreservation, or other biopreservation techniques;
(e) to act as a bank or storage facility under the California Uniform Anatomical Gift Act (Section 7153.5(a) of the California Health and Safety Code) and the Revised Arizona Uniform Anatomical Gift Act (Article 36-846 of the Arizona Revised Statutes) for tissues, organs, and all other human remains as may be required to further the purposes of (a) through (d) above;
(f) to engage in the dissemination and administration of techniques and information for extending human life span, health and quality of life;
(g) to act as a trustee, conservator, guardian, executor, power of attorney or medical surrogate as may be required to further the purposes above;
(h) to sponsor seminars, exhibits, workshops, displays and other activities to educate the general public about the life extension sciences in general and cryonics in particular;
(i) to provide financial support, research facilities, equipment and supplies required to carry out all the above objectives.
ARTICLE 3. MEMBERS
This corporation shall make no provision for voting members; however, pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members, shall only require the approval of the Board of Directors.
ARTICLE 4. SERVICES
SECTION 1. NONVOTING MEMBERSHIPS
This corporation shall provide scientific and educational services that shall add to its knowledge to the benefit of the general public. The corporation shall offer services through a minimum of three (3) classes of NONVOTING members as follows:
(1) SUSPENSION MEMBERSHIP, also known as CRYOPRESERVATION MEMBERSHIP, which shall require that an individual make all necessary legal and financial provisions required by the corporation and by law to prepare for postmortem preservation by cryonic suspension, neuropreservation or other techniques (hereinafter referred to as “suspension”), to be carried out by the corporation at the time of the Suspension Member’s legal death. Such preparations shall include the payment of a quarterly or annual emergency responsibility fee.
(2) WORKING MEMBERSHIP which shall require that an individual successfully complete all legal and financial arrangements for their suspension as specified in (1) above as well as complete one (1) year of training to participate as a volunteer in some aspect of the corporation’s suspension program. The Working Member pays reduced emergency responsibility fees and is obligated to volunteer a minimum of eighty (80) hours of personal effort per year in assisting with the corporation’s activities and maintaining skills through refresher courses.
(3) ASSOCIATE MEMBERSHIP shall require payment of an annual service fee and will entitle the individual to receive periodicals, publications, scientific reports and other literature offered by the corporation to the general public. Associate Membership shall also allow the member the right to attend corporation membership meetings and selected social functions.
SECTION 2. SERVICE FEES
The Board of Directors may determine from time to time the amount and time and manner of payment of initiation fees, if any, and the amount, time and manner of payment of annual, quarterly, or monthly service fees payable to the corporation by nonvoting members of each class.
SECTION 3. TERMINATION OF MEMBER SERVICES
The Board of Directors shall have summary power by a vote of a majority of its members to suspend or terminate the membership of any member, subject to limitations or warranties provided for by contract, for conduct which in its opinion disturbs the order, dignity, business, or harmony, or impairs the good name of the organization, or which is likely to endanger the interest and welfare of the organization. Such action may be initiated by any member of the Board. The proceedings of the Board of Directors in such matters is final and conclusive.
ARTICLE 5. DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS
The corporation shall have no less than three (3) and no more than nine (9) directors and collectively they shall be known as the Board of Directors. The exact size shall be determined by the Board of Directors. The size of the Board can differ from these limits by an amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. Any person who has completed arrangements with the corporation for the postmortem suspension of his or her remains and is listed as a Suspension Member, also known as a Cryopreservation Member, or Working Member in good standing with the corporation, may serve as a Director of this corporation.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the Articles of Incorporation and Bylaws of this corporation relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws.
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.
(c) Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly.
(d) Meet at such times and places as required by these Bylaws.
(e) Register their postal and email addresses with the Secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.
SECTION 4. TERMS OF OFFICE
Each Director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Directors’ meetings. In addition they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than 49% of the persons serving on the Board may be interested persons. For the purposes of this Section, “interested persons” means either:
(a) any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as a Director; or
(b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 7. PLACE OF MEETING
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular Meetings of the Board of Directors shall be held on the first Saturday of the month at 11:00 a.m. MST, unless directed otherwise by the Board of Directors, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same time and place on the following Saturday or such other day as designated and agreed upon by the Board.
At the annual regular meeting of the Directors for the month of September, Directors shall be elected by the Board of Directors. The Board of Directors shall determine how the election process will be conducted.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, or by any two Directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon seven (7) days’ notice by first class mail or 48 hours’ notice delivered personally or by telephone or email. If sent by mail, the notice shall be deemed to be delivered upon its deposit in the mails. Such notices shall be addressed to each Director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLD MEETINGS
The transactions of any meeting of the Board, however called and noticed, or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the Board of Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as heretofore defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.
The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to withdrawal of Directors from the meeting, providing that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or the provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointments of committees (Section 5212), approval of contracts or transactions in which a Director has material financial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation, or in the absence of these persons, by a Chairman chosen by the majority of the directors present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this Section only, “all members of the Board” shall not include any “interested Director” as defined in Section 5233 of the California Nonprofit Public Benefit Law. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have all the same force and effect as the unanimous vote of the Directors. Any certification or other document filed under any provisions of law which relates to action so taken shall state that the action was taken by the unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, and (2) whenever the number of authorized Directors is increased.
The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgement of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.
Directors may be removed without cause by a majority of Directors then in office.
Any Director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on the Board may be filled by the majority of Directors then in office, whether or not less than a quorum, or by a sole remaining Director.
SECTION 18. NONLIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
Each person (including here and hereinafter, the heirs, executors, administrators, or estate of such person) (1) who is or was a director or trustee of the corporation, (2) who is or was an officer, agent or employee of the corporation and as to whom the corporation has agreed to grant such indemnity hereunder, or (3) who is or was serving at the request of the corporation as its representative in the position of a director, officer, trustee, partner, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise and as to whom the corporation has agreed to grant such indemnity hereunder, shall be indemnified by the corporation as of right to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the corporation to provide broader indemnification rights than permitted prior to the legislation or decision), against all fines, liabilities, settlements, losses, damages, costs and expenses, including attorneys’ fees, asserted against him or her or incurred by him or her in his or her capacity as such director, officer, trustee, partner, agent, employee or representative, or arising out of his or her status as such director, officer, trustee, partner, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking indemnification may be entitled. The corporation may maintain insurance, at its expense, to protect itself and any such person against any such fine, liability, cost or expense, including attorney’s fees, whether or not the corporation would have the legal power to directly indemnify him or her against such liability.
Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to above in defending a civil or criminal suit, action or proceeding may be paid (and, in the case of directors of the corporation, shall be paid) by the corporation in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the corporation as authorized by this Article, and upon satisfaction of other conditions established from time to time by the board of directors or required by current or future legislation (but, with respect to future legislation, only to the extent that it provides conditions less burdensome than those previously provided).
If this Article or any portion of it is invalidated on any ground by a court of competent jurisdiction, the corporation nevertheless indemnifies each director of the corporation to the fullest extent permitted by all portions of this Article that has not been invalidated and to the fullest extent permitted by law.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may, in its sole discretion, adopt a resolution authorizing the purchase and maintenance of insurance on behalf of the Foundation and any person who is or has served as an agent of the corporation (including a Director, officer, employee, or other agent of the corporation) against any fine, liability, cost or expense, including attorney’s fees, other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 6. OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of this corporation shall be a President, a Secretary and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have as determined by the Board of Directors a Chairman of the Board, an Executive Director, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairman of the Board.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
The qualification for officers of this corporation are the same as for the Board of Directors of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified, whichever comes first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by action of the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer, shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of the President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
SECTION 6. DUTIES OF THE PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairman of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation of this corporation,, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments, which may from time to time be authorized by the Board of Directors.
SECTION 7. DUTIES OF THE VICE-PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF THE SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws, as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Board of Directors, and, if applicable, meetings of committees of Directors, regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
Extract and maintain a list of motions approved by the Board.
See that all notices are duly given in accordance with these Bylaws or as required by law.
Be the custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws.
Keep at the principal office of the corporation a listing of all Suspension and Working Members in good standing as well as appropriate documentation to allow the corporation to act to suspend such members should the need arise, and to record lapse of suspension coverage together with the date on which such coverage ceased.
Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the list of Suspension and Working Members in good standing, and the minutes of the proceedings of the Directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF THE TREASURER
Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse or cause to be disbursed the funds of the corporation as may be disbursed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefor.
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general perform any and all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation, provided, however, that such compensation paid a Director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of ARTICLE 5, Section 6, of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered the corporation which relate to the performance of the charitable or public purposes of this corporation.
ARTICLE 7. COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of Directors then in office, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation, except with respect to:
(a) The approval of any action which, under law, or the provision of these Bylaws, requires approval of the majority of all members of the Board of Directors.
(b) The filling of vacancies on the Board or on any committee which has the authority of the Board.
(c) The fixing of compensation of the Directors for serving on the Board or on any committee.
(d) The amendment or repeal of Bylaws of the corporation or the adoption of new Bylaws.
(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.
(f) The appointment of committees of the Board or members thereof.
(g) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.
(h) The approval of any transaction to which this corporation is a party and in which one or more Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.
By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease, but not below two (2), the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.
SECTION 2. AUDIT AND COMPLIANCE COMMITTEE
There may be a standing committee of the organization which shall be the Audit and Compliance Committee. The Audit and Compliance Committee shall consist of individuals appointed by the Chair and President. The Secretary/Treasurer shall not serve on the Audit and Compliance Committee. The Board of Directors shall define the Committee’s duties and responsibilities, provided that the Audit and Compliance Committee shall have those powers required to be exercised by such Committee under the California Nonprofit Integrity Act.
SECTION 3. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as “advisory committees.”
SECTION 4. MEETINGS AND ACTIONS OF COMMITTEES
Meetings and actions of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 8. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. AUTHORITY OF OFFICERS AND AGENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, insurance proceed, charitable remainder trust distribution, or devise for the charitable or public purposes of this corporation.
SECTION 5. PREPAYMENT OF SUSPENSION MONIES
Any funds, monies, gifts, or bequests provided the corporation as prepayment for cryonic suspension, neuropreservation or other human biopreservation operations must be managed where possible by conservative investment in such banks, trust companies or other depositories insured against loss of the principal by an agency of the Federal Government. Such funds shall not be invested in, expended, deposited in or otherwise disposed of for the purchase of real estate, capital equipment or disposable supplies. These standards shall apply to the management of prepayment funds or assets until such time as the legal death of the individual for whom prepayment was made or revocation of the prepayment.
ARTICLE 9. CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
(a) Minutes of all meetings of Directors and committees of the Board, the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTOR’S INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind, and to inspect the physical properties of the corporation.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
SECTION 5. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year to all Directors of the corporation who request it in writing, which report shall contain the following:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
(e) Any information required by Section 6 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
SECTION 6. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
This corporation shall mail or deliver to all Directors a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party and in which either of the following had a direct or indirect material financial interest:
(1) any Director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or
(2) any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same person involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with respect to indemnification or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any Director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe the names of interested persons involved in such transactions, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
ARTICLE 10. FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the 1st day of January and end on the last day of December in each year.
ARTICLE 11. BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
(a) subject to the powers of the members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the right of members, if any, as to voting or transfer, provided however, if this corporation has admitted any members, then a Bylaw specifying or changing the fixed number of Directors, or changing from a fixed to variable Board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this section; or
(b) by approval of the members, if any, of this corporation.
ARTICLE 12. AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS
Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation of this corporation may be adopted by approval of the Board of Directors.
SECTION 2. CERTAIN AMENDMENTS
Notwithstanding the above Section of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this corporation nor the name and addresses of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a “Statement by a Domestic Non-Profit Corporation” pursuant to Section 6210 of the California Nonprofit Corporation Law.
ARTICLE 13. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earning or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the corporation in effecting any of its charitable or public purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.
WRITTEN CONSENT OF DIRECTORS AMENDING BYLAWS
We, the Directors whose signatures are found below do constitute two-thirds of the Board of Directors and Alcor Representatives and with our signatures do hereby accept and certify that the foregoing Bylaws were duly revised by the Board of Directors of the ALCOR LIFE EXTENSION FOUNDATION as Bylaws of the corporation, on March 3, 2007, and that these Bylaws consisting of 18 pages do now constitute the Bylaws of the corporation.
Dated: March 3, 2007
Saul Kent, Director
Jerry B. Lemler, MD, Director
Ralph Merkle, PhD, Director
Carlos Mondragon, Director
Michael Riskin, CPA, PhD, Director, Vice President
Michael R. Seidl, PhD, JD, Director
Stephen J. Van Sickle, Director, President
Brian Wowk, PhD
This is to certify that the above is a true and correct copy of the amended Bylaws of ALCOR LIFE EXTENSION FOUNDATION and that such Bylaws were duly amended by the Board of Directors of the ALCOR LIFE EXTENSION FOUNDATION on the date forth above.
Dated: March 3, 2007
Joseph A. Hovey, Secretary