Minutes of the Annual General Meeting
Held 14:00 (2pm), Friday, 13 December 1996
in the Oak Alley Room of the Bourbon Street Hotel
Flamingo Road, Las Vegas, Nevada USA
Chaired by Brian Wowk, CryoCare President and Patient Director
Minutes taken by Ben Best, CryoCare Secretary
The 1996 Annual General Meeting consisted of an Open Directors' Meeting of CryoCare Foundation, an Open Directors' Meeting of CryoCare Canada, an oral report on CryoCare Foundation activities by President Brian Wowk and a presentation of research developments at BioPreservation, Inc. by Mike Darwin.
Both Vote Permits submitted by the two voters qualified to vote for a Patient Director named Michael B. O'Neal as the new Patient Director.
Following the unsuccessful bid of CryoCare Foundation to become
a 501(c)13 [Cemetery] corporation, Brian Wowk moved that all
references to "cemetery" and "501(c)13" be removed from the Bylaws.
Paul Wakfer volunteered to assist with removing supporting references
to "human remains", etc., but these changes need not be made immediately.
Brian moved that the name Annual Directors' Election Meeting be changed
to Annual General Meeting, since the balloting precedes the meeting. He
further moved that the Vote Permit be described as a "certificate"
rather than a "card".
All changes passed unanimously
Brian Wowk moved that CryoCare Foundation Directors Brian Wowk,
Bruce Waugh and Michael O'Neal all be appointed as CryoCare Canada
Brian Wowk moved that the next CryoCare Foundation Annual
General Meeting be held in December 1997 in Las Vegas, Nevada, to
coincide with the annual conference of the American Academy of
Ben Best spoke on behalf of Maureen Genteman and Bob Krueger, who expressed concern that CryoCare Foundation was emphasizing the importance of research at the expense of membership growth. Brian Wowk said that some of his statements had been misunderstood and that he hoped that both research and growth could proceed, but that he felt that the research breakthroughs would provide the basis for growth. Saul Kent expressed the opinion that an important reason for growth would be increased financing of research.
Brian Wowk raised the issue of whether techological means for attending Annual General Meetings should be investigated. Both Bruce Waugh and Michael O'Neal expressed the intention to attend the meeting in person.
Brian Wowk motioned that he remain President of CryoCare Canada,
that Ben Best be named Treasurer, and that Kevin Brown be Secretary.
Brian Wowk motioned that US Dollar and Canadian Dollar bank
accounts be opened at Scotiabank for CryoCare Canada. He further
motioned that the President and Treasurer be the two signing
officers for these accounts.
Brian Wowk moved that the next CryoCare Canada Directors'
Meeting be held in December 1997 in Las Vegas, Nevada.
Brian Wowk gave a brief report on activities of CryoCare Foundation since the last public CryoCare Foundation meeting. Brian referred to the written report recently sent to Members, but wanted to further discuss the refusal of the Internal Revenue Service to grant 501(c)13 status to CryoCare Foiundation. Brian said that our best option now is to form offshore trusts to hold cryopreserved Member's assets. One or a few such trusts that pool Member's assets, but have individual accounts for each Member, is probably the most efficient.
CryoCare is depending on Courtney Smith to set-up these trusts, but Courtney's other commitments mean that it may take one or two years to do so. The IPCF can continue to operate with little or no tax on the basis of pre-paid income (pre-paid for annual delivery of maintenance and/or for reanimation). Paul Wakfer and Mike Darwin expressed the opinion that one year is an unacceptable period to wait. Bruce Waugh suggested that it does not make sense to "reinvent the wheel" when the Reanimation Foundation has already created something similar. Saul Kent discussed the conditions of setting-up trusts in Switzerland and Lichtenstein, saying that these countries are preferable places in comparison with other countries with no laws against perpetuities -- due to considerations of taxation and political volatility.
Further options will be explored.
A major portion of the Annual General Meeting was taken-up my Mike Darwin's slide-presentation and discussion of recent research breakthroughs at BioPreservation, Inc. The presentation covered technical details, and there was discussion of the implication of these developments for CryoCare Foundation.
To protect patent rights, CryoCare Foundation Members who wished to attend this portion of the meeting had to sign a NonDisclosure Agreement (everyone signed). These fascinating and exciting breakthroughs will be disclosed to all CryoCare Members in the pages of CryoCare Report in 1997.