CryoCare Foundation Directors' Meeting, July 21, 1996

Held 20:05 (10:05 pm), Sunday, 21 July 1996
  by Conference Call (Telephone)
Chaired by Brian Wowk, CryoCare President and Patient Director
Minutes taken by Ben Best, CryoCare Secretary

Attending Directors: Brian Wowk, Brenda Peters, Bruce Waugh

Attending Secretary: Ben Best


Brian Wowk called the meeting to order at 20:05

(1) Brian moved that the principal office of CryoCare Foundation be moved from the State of California to the State of Delaware, to the address of The Company Corporation.

Motion unanimously approved.

The new address is:
     CryoCare Foundation
     Suite 3410 NorthEast Hercules Plaza
     1313 North Market Street
     Wilmington, Delaware 19801-1151

There was some discussion of problems with initial "test letters", but Brian expressed the opinion that The Company Corporation address would be reliable because mail forwarding is their business and that they had not been informed in writing of some of the changes (eg, Paul Wakfer no longer being contact person) before the test letters were sent.

(2) Brian noted that Billy Seidel is stepping-down as Vice-President.
     Charles Platt has also stepped-down as Vice-President

Bruce Waugh moved the following appointments for the new Controlling Officers of CryoCare Foundation:
     Brian Wowk, President
     Ben Best, Vice-President and Secretary
     Kevin Brown, Treasurer

Motion unanimously approved.

(3) Brian moved that the Directors of CryoCare Foundation also be the Directors of CryoCare Canada.

Motion unanimously approved.

(4) Brian moved that he (Brian Wowk) be President of CryoCare Canada and that Ben Best be Secretary/Treasurer.

Motion unanimously approved.

(5) Brian moved that Canadian Dollar and US Dollar accounts be opened with Scotiabank for CryoCare Canada, and that the signing officers for these accounts be the President and Secretary/Treasurer.

Motion unanimously approved.

Brian had already approved US$100 for the US Dollar account, and a check for that amount payable to CryoCare Canada has been sent-to (and received-by) Ben by Treasurer Kevin Brown. Ben agreed to put Cdn$20 in the Canadian Dollar account. Financial activity is not anticipated for CryoCare Canada in the near future apart from reporting fees, so these accounts are primarily to establish a financial history with the bank, and for accounts to be in place at such time as expenditure becomes required.

(6) Brian moved that the date and place of the next Annual Director's Election Meeting be December 13, 1996 in Las Vegas, Nevada. Brian noted that this is the day preceeding the American Academy of Anti-Aging Medicine (A4M) conference in Las Vegas.

Motion unanimously approved.

(7) Bylaws Revisions

Brenda Peters noted that the fact that she had not commented on e-mail discussions of Bruce Waugh's proposed revisions of the Bylaws should not be taken to mean that she agreed with the decisions. Specifically, she believes that the Fiscal Year should be moved to the end of September to reflect the new date of the Annual Directors Election Meeting. She believes the Directors should have the option of electing Controlling Officers at the meeting at which Member Directors are elected. And she questioned lowering the Quorum for Director's meetings to 66%.

After some discussion, Brenda agreed to accept the Bylaws Revisions tentatively agreed-to before this Director's Meeting. Discussion will continue on the points Brenda raised, and further revisions of the Bylaws will be made if necessary.

Brian moved that the Revised Bylaws be accepted as the new Bylaws of CryoCare Foundation.

Motion unanimously approved.

Brian adjourned the meeting at 20:55.