Pizer vs. Merkle, a Debate?

By: David Pizer

In order to be fair to both sides of the issue, the articles David Pizer is responding to in their entirety can be found at the following links:

Ralph Merkle's letter is here: http://www.alcor.org/Library/html/perpetuating.html

Tanya's post is at: http://www.alcornews.org/weblog/2008/01/update_on_recent_progress.html#more

Director Ralph Merkle recently posted a position paper on Alcor site. Someone sent me a copy of it. I have some comments about it. I believe you can read Dr. Merkle's whole paper on Alcor's website.

MERKLE SAID: Alcor is governed by a "self perpetuating Board." In such a Board, new Board members are elected to that position by existing Board members. This is the most common way of electing Board members in non profit organizations. (delete)

PIZER'S COMMENTS: In a recent post by Charles Platt, Charles looked this up and came to the conclusion this was not the case. You can see Charles' post in this forum somewhere.

MERKLE SAID: A fundamental rationale for selecting the self perpetuating Board structure was its ability to provide continuity of purpose over a long period of time.

PIZER'S COMMENTS: The numbers and indicators, (as discussed in the past week or so in this forum) show otherwise. The evidence seems to show that Alcor is going downhill fast. Merkle doesn't deny this.

MERKLE SAID: Existing Board members select those new Board members who they believe are best able to preserve Alcor's core values and carry out its mission. (delete)

PIZER'S COMMENTS: The board members may believe the people they elect, and when they re-elect themselves over and over, are best able to preserve Alcor's core values but we want to see arguments that support that back by evidence of good performance. The numbers on performance, growth rate and indicators of future growth are very bad. The record of business mistakes as reported recently in this forum shows that for the last several years Alcor has been doing badly. The board now seems to meet a lot in secret, by email to only themselves. Then need a full time attorney involved because of all the problems. It seems to me that the board now spends more time covering up mistakes then preventing them. I would like to see Merkle talk about this.

MERKLE CONTINUES: One of the responsibilities of the Board is to insure that our current practices continue to be effective in achieving our fundamental goals as given in the Mission Statement.

PIZER'S COMMENTS: Isn't Alcor supposed to be a public company? Where does it say anything about secret meetings in the Mission Statement?

MERKLE SAID: One such practice is our use of a self perpetuating Board. The primary alternative to the self perpetuating Board is the member elected Board. In a member elected Board, individual members vote for the Board members that they believe are best able to effectively lead Alcor. Is the original rationale for choosing the self perpetuating Board still as persuasive today as it was when Alcor was founded?

PIZER'S RESPONSE: This is just plain not true. The person who is responsible for the self perpetuating Board, (aka dictatorship) retired president Mike Darwin, recently has said it was one of his biggest mistakes. MERKLE CONTINUES: Are there other reasons for preferring the self perpetuating Board that were perhaps not clearly recognized earlier? (delete)

PIZER'S COMMENTS: I believe the question that we members want answered is Are there reasons for NOT preferring the self perpetuating Board that are NOW recognized? See my earlier posts with a long list of the many many costly mistakes the dictatorship style of board has caused.

Basically we need to just ask these 2 basic fundamental questions:

1. Are Directors who are not held accountable to anyone more likely to do a better job then Directors who have to stand for re-election every year by the membership?

2. Are Members who belong to a nonprofit organization, (who perhaps like the native Africans of South Africa), are told they are not qualified to vote, more likely to feel a part of that organization, and therefore contribute more money, time, energy and ideas to that organization, then if they were allowed to vote for their leaders. Or put in another way, do citizens feel more a part of a country that is run by a dictatorship or in a democracy.

MERKLE CONTINUES: One of the original rationales for Alcor's self perpetuating Board was to prevent a takeover of Alcor. Because the Patient Care Trust Fund has significant assets, and is growing, the incentive for such a takeover continues to be present today. This argument seems most effective against a member elected Board if all members even recent members or members whose motives might be viewed as suspect by the majority of established cryonicists are allowed to vote. Various limitations might be imposed which would significantly reduce this risk. It is clear, though, that this issue would need to be thoroughly explored before making any significant change in Alcor's structure. It is essential that the risk of a takeover a catastrophic failure mode be held to a minimum.

PIZER'S COMMENTS: This argument defies the law of numbers. It is much easier to take over a smaller group then a larger group all other things being equal - we can make things equal in either system. To take over the present Alcor Board of Directors it only takes 5 people, or less if the board is smaller at time of takeover. The maximum amount of Directors allowed is 9. Every time one Directors is elected, if the Board is at capacity, another Director has to leave. So 5 people could begin to seek seats on the Board, and take it over. This does not seem to hard to do. The Board has already appointed two people to Board positions that they fired or forced out of office as Alcor Presidents claiming they were not qualified to run a business like Alcor. But that is what the Directors do, the run Alcor. A Directors has more power then a president of Alcor.

If there are at present 800 Alcor members, it would take an additional 801 new people to take over Alcor if the membership had the vote instead of the way it is now. The saying, There is safety in numbers. is true.

Whatever precautions that can be built into contributing to safety in the present system can be built into the new system of letting the members do the electing.

For instance, in a member-electing system, we can require that people be members for 3 years before they can vote. We can have two systems of leaders: Elected Directors and elected advisors. We can require that a candidate for a board position be an advisor for at least 2 years. We can require advisors take straw votes on issues that come up before the board and their votes are recorded and presented to the membership in our magazine. Even though the advisors votes don't count there will be a two year record made public to the members on how the did vote before they can run for office.

What I am saying is that every argument Merkle can give for some system of safety in the dictatorship system can be put in the democratic system. We can make the two systems identical in safety and then we have the benefit of greater number of members and the benefit of new and increased morale of the membership the day this passes.

MERKLE SAID: A number of other issues are of concern, even though they do not have a direct bearing on the relative effectiveness of a self perpetuating Board versus an elected Board. For example, Alcor's patients now in cryopreservation cannot participate in an election meaning they are disenfranchised. While the PCTB (Patient Care Trust Board) is responsible for insuring that the funds in the PCT (Patient Care Trust) are used for the benefit of the patients the members of the PCTB are normally chosen by the Alcor Board. While the five PCTB members have staggered five year terms, the Alcor Board would eventually be able to select all five. Other decisions besides direct payment of patient care costs that might affect the patients are also in the hands of the Alcor Board. How do we best represent the interests of the patients? A member elected Board does not offer any obvious advantage in this regard, as patients can't vote. When you are cryopreserved, which would you prefer?

PIZER'S RESPONSE: If the members could know all the secrets some Board members have kept hidden from the membership, most of us would prefer the member elected system for the following reason as regards to the safety of patients. The present dictatorship is causing the growth of Alcor to stagnate. Mistakes are up, because of lack of accountability, donations and volunteerism, and other benefits are down because the feeling of alienation by the membership. This leads to a decline in the growth rate of the membership. Some board members may not feel like membership growth is important but I think it is the number one protection to the patients.

Let me repeat that. The number one protection for the patients is a large and strong membership base. Living people realize they will be going into those tanks someday - so this larger stronger group will want to protect the rights of the patients, since they will become one someday.

There is another reason as important. Relatives of the patients are the strongest supporters of the patients. There are a lot more relatives in the pool of 800 members then in the pool of 9 board members.

MERKLE SAID: Significant modifications to the Alcor Bylaws might have an impact on Alcor's 501(c)(3) tax exempt status, as well as have other legal and operational ramifications. As a consequence, prior to making any significant change(s) in the Bylaws, it is necessary to discuss the nature and extent of changes with someone qualified specifically in non profit tax law so that we might anticipate any potentially adverse ruling by the IRS. Historically, changes to the Bylaws have been infrequent because of the care and expense required. This is not to say that they are either impossible or undesirable but they need to be carefully and calmly evaluated. (delete)

PIZER: This is a good thing. We need to have our 501c3 status reviewed by the government often. We need an audit trail. Someday in the far future we are going to need the money in the Patient Care Trust to reanimate the patients. We don't want to wait until that day to find out that the government has determined that we don't qualify, and so to assign income taxes, and penalties to all that money. Or worse, try to take it away. We need to know now if there are problems so we can fix them now. We need to document that we have been reviewed every so many years so that if they do find something later on we are grandfathered in having followed prevailing laws at the time.

MERKLE SAID: And finally, it is worth noting that when the attendees at the 2007 Alcor conference were asked whether they preferred the present self perpetuating Board structure to a member elected Board, the great majority, by show of hands, preferred the self perpetuating Board.

PIZER'S RESPONSE: Picture this. Here are these Alcor members many of them on the paid staff that is controlled by the Directors, or advisors of group leaders or committee people all appointed by the Directors. The Board standing there says all you people who want it to continue the way we Directors like it raise your hand. Then, those who don't like our way raise your hand.

Could you picture your favorite dictator at a government function saying all you guys who don't like how we are doing it raise you hands.

MERKLE'S CONCLUSION: In conclusion, the present review supports the idea that the self perpetuating Board is better suited to Alcor's mission than a member elected Board. This is not to say that everyone is fully satisfied with all aspects of existing Board operations or member relations, but that an undue emphasis on the issue of an elected versus a self perpetuating Board does not seem to offer significant opportunities for enhancing Alcor's ability to carry out its mission. This opinion is shared by a majority of Board members at this time.

PIZER'S COMMENTS: Of course the majority of the Board members share this opinion. Some of them may not want to stand for re-election on their previous records. I take my hat off to those courageous minority of Board members who do not share the majority opinion. When we get the vote, I am going to vote for them.

TANYA SAID: When the Alcor management changed in September 2005 to the current team, we developed a new policy of not talking about what grand plans we have for the organization, instead choosing to talk about things that we have completed. We implemented this policy change because the management team (consisting of Steve Van Sickle, Jennifer Chapman, and myself) were disappointed members. We were all weary of the empty promises, the distinct lack of improvement in technical capability and the lack of responsible fiscal oversight. (delete)

PIZER'S RESPONSE: I find it interesting that the staff would discover the problems like "empty promises and lack of responsible fiscal oversight" and feel they have to take matters into their own hands. It is bold and brave enough that they mention these things at all under the present system. I believe that in a member-elected system, (a democratic Alcor instead of the present dictatorship), the staff would be able to expose specific examples of which Directors were responsible for these problems, and then the system of standing for re-election would cause their replacement with better ones.

TANYA CONTINUES Our staff is highly motivated and productive. We have an internal plan of action that the staff has been implementing for the last eighteen months. 9delete) It also contains some > underlying assumptions. The first assumption is that cryonics will never be particularly popular as long as people consider it an alternative method for disposing of a deceased human body. Cryonics is about saving lives, and medical professionals should perform cryopreservations in hospitals. (delete)

PIZER'S RESPONSE: I remember the first time Brian Wowk said something as new and interesting like "The reason cryonics can work is that the patients are not really dead." Tanya's observation could be just as beneficial if some Alcor directors could understand this and get the message out there. "Cryonics is NOT freezing people!" "Cryonics is about saving lives!"

Tanya's post goes on a long time telling all the wonderful things they want to do for Alcor and mentions something like "if we only had more funds."

I submit Tanya would have more funds, a lot more funds, if Alcor had changed the way Directors are elected long ago. If Directors would have felt more accountable then the hundreds of thousands of dollars (maybe without exaggeration over a million) would still be there right now. The money that has been stolen or wasted because of bad management.

Then there is the money that never came in because more members don't really feel a part of the organization.

Thought experiment: Imagine you are a dictator. Tell a bunch of people in an organization, or a country, that you love them and respect them, and all the flowery stuff, but that you won't let them have the vote. How does that make them feel about the organization or country?

I submit that being a dictatorship is Alcor's root problem, the fundamental mother of all flaws at Alcor, that allows most of the other problems to happen.

TANYA CONTINUES. It is true there have been problems in the past, and things are not perfect now either.

PIZER COMMENTS: With all due respect to Tanya, this is an understatement. In one year the Alcor president caused an amount of wealth to get wasted or worse that I believe was more then the total amount of the year's dues. How many companies can loose a whole year's most fundamental income in one stupid mistake. And there have been many many mistakes like this. They got so bad that some Board members created a policy of secrecy to keep them secret.

TANYA CONTINUES: Alcor has been open and honest about issues we face with the membership.

PIZER: Much as I respect Tanya's intentions, I don't think this statement is accurate of some of the Board members actions. The board meets in secret. They discuss the mistakes and they don't tell us about them. Even Tanya above says "It is true there have been problems in the past, and things are not perfect now either." but she does not say what those things are. If you want to be open and honest you tell the members the good and bad things going on. You don't just say there have been mistakes and then don't mention a complete and specific list. This is not Alcor's Used Cars we are buing into. We are depending on Alcor to try to save our lives. This is the highest trust we can have in an organization. But some Directors don't trust us enough to share info about what the problems are. And they don't trust us with the Vote.

It seems to me that nowadays some Directors spend more time trying to hide mistakes then trying to prevent them. Tell us about them. Maybe we can supply some ideas that you guys haven't thought of yet. There are 800 of us. We are not all as stupid as you think we are.

TANYA SAID: One of our biggest challenges is cash flow management. (delete)

PIZER: Of course it is. Don't keep trying to fix the symptoms, which what cash flow problems are, try to fix the problem, get more cash. Do that by making the leaders accountable for their actions. Do that by making them stand for re-election on their records.

Another way to get more cash flow is to make the members feel more a part of the team. Do that by telling them they can vote for the leaders.

TANYA SAID: (delete) ..... and we have financial controls in place to > reduce the risk of funds being stolen (or to ensure > any theft is quickly discovered).

PIZER: The better way is to prevent funds, any funds, from being stolen. Are officers and staff and directors and bookkeeping firms and anyone near any money, credit card, financial papers, bonded? Why not? If they were bonded all that money would be paid back by the bonding company. Are we hiring officers and directors that can not pass a bonding check?

TANYA WENT ON WITH A LONG WISH LIST OF THINGS THE STAFF WANTS TO DO. THERE IS NO DOUBT HER INTENTIONS ARE GOOD. BUT NO ONE HAS BEEN DOUBTING HER INTENTIONS. WHAT WE HAVE BEEN DOUBTING IS THE STRUCTURE THAT FAILS TO SUPPORT ANY WAY THOSE INTENTIONS CAN BECOME A REALITY IN TIME TO DO US MEMBERS ANY GOOD. SHE ENDS WITH: We hope that taking this step will grow confidence in our organization and in Alcor’s ability to achieve its mission.

PIZER'S COMMENT. It's like an example I gave weeks ago when we started this discussion: Imagine South Africa (or earlier days in the United States) where officials were telling the black people that they wanted their confidence and support in the country but that they can't be trusted with the vote. That is what the Directors are telling the members. I have no argument with Tanya's stated intentions. I differ in that I believe that these wishes will not come about unless we change the way Alcor elects its leaders.

Accountable leaders will give staff with good intentions like Tanya means to get things done.

TANYA'S LAST COMMENTS: We welcome your thoughts.

PIZER'S LAST COMMENT. Well, Tanya, YOU might welcome my thoughts, but some Directors don't. When I tried to bring this up subject with the Directors one tried to get me censored in Cryonet and another said if Members don't like the way they run things the members can go join CI.

Like you, the Directors WOULD welcome the thoughts of us Members IF they had to stand before us at election

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