Minutes of the Annual Public Director's Meeting
Held at 1133 West Broadway, New York City, New York
Chaired by Brian Wowk, CryoCare President and Patient Director
Minutes taken by Ben Best, CryoCare Secretary
The outgoing Board of Directors signed a statement acknowledging past Bylaws violations. It is anticipated that new revisions will make the Bylaws more aligned to the effective operation of CryoCare, while still safeguarding members.
Bruce Waugh, of Toronto, Canada was acclaimed as the new Member Director.
The new Board of Directors signed resolutions appointing Courtney Smith and Bob Krueger as CryoCare Assistant Vice Presidents for Corporate Tax Affairs. These appointments are to "second-tier" officer positions, so they do not violate Article 5, Section 2 of our Bylaws -- insofar as both men are Independent Patient Care Foundation (IPCF) Directors.
Brian Wowk suggested that CryoCare should make no policy concerning active euthanasia, but we should observe the actions of the Hemlock Society, AIDS patient groups, etc. No objections were voiced.
CryoSpan President Paul Wakfer reported that CryoSpan has 11 human patients: 3 whole-body, 4 neuro and 4 brain-only. Ten patients are from ACS and one patient is from CryoCare. There are 4 dogs and 3 cats, none of which are fully capitalized (they are pay-as-you-go). Three ACS patients are pay-as-you-go, but in both cases sufficient funding for principal (and eventual complete capitalization of funding) is anticipated. Both (footless) "bigfoot" dewars are in the process of being placed in the underground vaults. (Paul calls them "C36 dewars" because they are capable of holding 36 neuro patients.)
Paul Wakfer made references to the "Embryo Overpopulation" article in the April 1996 issue of SCIENTIFIC AMERICAN. He expressed the opinion that CryoSpan could profitably contract for long-term storage of human embryos since other clinics are charging $300/year per embryo. Saul Kent suggested that association of a physician with CryoSpan could increase credibility.
IPCF is attempting to address two tax issues (1) how to avoid taxation of incoming principal (eg, life insurance payoffs) and (2) how to avoid taxation of investment income. Although Alcor has gotten charitable research status [501(c)3], IPCF Directors believe that charitable cemetery status [501(c)13] is a better idea for both CryoCare and IPCF. Curtis Henderson said that this would be made easier by starting a Cemetery Corporation, and he described his experiences with attempting to do something similar some years ago by buying an existing cemetery. Brian Wowk pointed-out that 501(c)13 status should be pursued only at the federal level, not at the state level.
IPCF Director Courtney Smith said that cemeteries were declared a public good by an Act of Congress, meaning that the government would have to provide cemetery services if the private sector did not. Crematoriums were added later, and mausoleums have yet to be added.
On Friday, May 3rd, IPCF Directors Courtney Smith and Bob Krueger will attend the latest IRS meeting in Washington, DC concerning CryoCare's appeal for 501(c)13 status. Courtney will attend telephonically, whereas Bob Krueger will attend in person, as CryoCare Foundation Assistant Vice-Presidents for Tax Matters. Two others have been given Power of Attorney (which can only be granted to CPAs or lawyers, when the individuals are not corporate officers).
Mike Darwin of BioPreservation wants to take microliter samples of the brains of all patients he cryopreserves to gain feedback on the procedures. Peter Gouras objected that better feedback could be gained from taking skin samples and attempting to grow them in culture. There was a heated discussion of the hazards and benefits of brain sampling. There was a general agreement that the scientific issues generate emotive controversy and that the Public Relations issue cannot be ignored. The Directors all agreed that an independent form will be created granting permission to BPI for brain sampling. Future versions of the CryoCare sign-up documents may include this option in the Decisions section, although some people oppose inclusion.
Brian Wowk stated that an attempt to formulate a cooperative agreement between CryoCare and ACS will not be pursued at this time. Paul Wakfer noted that CryoSpan's patient population is primarily due to ACS and that the influx of ACS patients was the main reason he took the risk of spending money for underground vaults. Paul further noted that ACS takes last minute cases and post-mortem cases which CryoCare refuses.
Mike Darwin of BioPreservation has requested samples of hair, skin and blood to assist in the identification of members. Cases were discussed of the potential for patients to become unrecognizable in a violent accident, and for a physician to substitute another brain after an autopsy. It was decided (but not voted-upon) to make this be a member option, with the precise wording to be formulated later.
CryoCare's principal office currently has a California address.
California has a $900 set-up fee and an minimum tax of $800 per year.
New Jersey has Department of State registration of $100 plus $40 per
year -- with an additional 11.5% income tax ($200 minimum). Florida
has no state income tax. Bob Krueger cautioned against moving the
principal office to Delaware, because CryoCare has no members there.
Motion: The principal office of CryoCare is to be moved to Florida.
Passed Unanimously.
Kevin Brown reported that CryoCare has been banking in Illinois on the advice of Courtney Smith, who knew a bank president favorable to cryonics. Insofar as the bank president no longer works at the bank, and insofar as it would be more convenient to transact business through a New Jersey bank, Kevin suggested that we use either the Bank of New York (in New Jersey) or the PNC Bank. A motion was made and unanimously passed to move the CryoCare bank account to one of these two banks. Kevin Brown will make the final decision.
Two German businessmen (the Dettman brothers) have expressed an interest in investing $100,000 in starting cryonics in Germany. Two Germans (including a Medical Professor of Physiology) have expressed interest in attending a Transport Technician course. Mike Darwin has said that BioPreservation could fully equip the Germans for $50,000 using his own surplus equipment. But Mike has not followed-up, so Charles Platt may get involved in producing a response.
Saul Kent said he had received a similar proposal from an Argentinian neurologist who is well-connected to the Argentinian government. Saul said he will be in Europe in June and would be interested in meeting the Dettman brothers. Peter Gouras said he speaks fluent German and goes to Germany frequently. They requested that Brian forward the relevant e-mail.
Brian Wowk expressed concern about the Public Relations implications of giving-away CryoCare corporate identity and of the performance of a foreign cryopreservation team, although he acknowledged that CryoCare members traveling abroad would be subject to the same "best-efforts" treatment. No motions were made.
Brian Wowk expressed his belief that the freezing of people who have no prior knowledge of cryonics by their grief-stricken families is ethically vulnerable. Last-minute sign-ups are a different issue. Paul Wakfer suggested that we should expect most sign-ups to be last-minute ones in the future. It was decided that an official policy preventing post-mortem sign-ups is not necessary.
Kevin Brown estimated that 5-10% of CryoCare Members are behind on their fees -- the longest being 13 months (not responding to notices). The current Bylaws do not specify conditions for reinstatement of membership.
A discussion of insurance followed and Maureen Genteman noted that most methods of insurance will not prevent a member from not paying premiums. Bob Krueger said that 501(c)13 status for CryoCare would make insurance premiums tax deductable, but that we should not accept policy ownership without 501(c)13 status. Courtney Smith and Brian Wowk expressed the opinion that collateral assignment would solve all problems of insurance status notification, even if CryoCare does not own the policy. Paul Wakfer said he would discuss collateral ownership with Jim Yount, who is an insurance salesman.
It has been a year since Charles Platt audited the Member Records. It was decided that Membership Administrator Carlotta Pengelley will receive a copy of the member documents, as will CryoCare Secretary Ben Best. It was decided that Ben Best should do another audit.
Kevin Brown stated that several donations, including an anonymous donation of $5,000, has improved CryoCare's financial status over what was recently reported. We still have a significant liability, but the creditors are "friendly".
Maureen Genteman will raise money for a CryoCare booth at the A4M Conference. The Life Extension Foundation may donate a booth to CryoCare (since it has right to two booths), but Maureen can still target $1,500 for other expenses. The A4M Conference will be mid to early December at the Alexis Park Hotel in Las Vegas.
Charles Platt is expected to write an article in WIRED magazine about Timothy Leary's deanimation and cryopreservation. The CryoCare Web site address will be included in the article. LIFE EXTENSION magazine is planning coverage of cryonics in the next year, and CryoCare contact information will be included. Brian Wowk is planning to work with Mike Darwin to produce a CryoCare version of Alcor's CRYONICS: REACHING FOR TOMORROW (which they coauthored for Alcor years ago) later this year.
There was much discussion of how we would respond to leads and queries. Bob Krueger said there should be a Vice-President of Sales. Ben Best agreed to co-ordinate telephone volunteers and was approved a $200 per month budget for this purpose by Brian Wowk.
Kevin Brown and Brian Wowk will work together to draw-up a long-term business plan for CryoCare.
Proposed revisions to the Bylaws had been discussed in agonizing
detail the previous evening. Brian expressed reluctance to bring
these tedious issues before the public meeting. The Directors will
ratify revisions and cause the revised version to be published, once
approved. However, one change concerned member voting and needed
ratification by the members.
Motion: That voting for Directors can be done by proxy or by
absentee ballot, which can be returned by government
mail, by courier, by e-mail, by FAX or by other
electronic means.
Passed Unanimously by the attending members.
The next CryoCare Public Director's Meeting is expected to be in December, in Las Vegas on the Friday preceeding the A4M Conference.