By-Laws of the Cryonics Institute
CONTENTS
ARTICLE I: NAME AND REGISTERED OFFICE
I-A. Section 1.01: NAME
I-B. Section 1.02: REGISTERED OFFICE
ARTICLE II: CORPORATE PURPOSES
II-A. Section 2.01: PURPOSES
II-B. Section 2.02: AMENDMENTS TO THIS ARTICLE
ARTICLE III: MEMBERSHIP
III-A. Section 3.01(A): MEMBERSHIP REQUIREMENTS
III-B. Section 3.01(B): VOTING MEMBERSHIP REQUIREMENTS
III-C. Section 3.02: CHANGES IN MEMBERSHIP FEES AND DUTIES
ARTICLE IV: MEMBERSHIP MEETINGS
IV-A. Section 4.01: ANNUAL MEETINGS
IV-B. Section 4.02: SPECIAL MEETINGS
IV-C. Section 4.03: NOTICE OF MEETINGS
IV-D. Section 4.04: CLOSING OF MEMBERSHIP LIST
IV-E. Section 4.05: PROXIES
IV-F. Section 4.06: QUORUM
IV-G. Section 4.07: RULES
ARTICLE V: POWERS OF THE MEMBERSHIP
V-A. Section 5.01: SETTING OF CORPORATE POLICY
V-B. Section 5.02: ELECTING THE BOARD OF DIRECTORS
V-C. Section 5.03: AMENDING THE CORPORATE BY-LAWS
ARTICLE VI: BOARD OF DIRECTORS
VI-A. Section 6.01: ELECTION OF THE BOARD MEMBERS
VI-B. Section 6.02: RESPONSIBILITIES OF THE BOARD
VI-C. Section 6.03: MEETINGS OF THE BOARD
VI-D. Section 6.04: NOTICE OF BOARD MEETINGS
VI-E. Section 6.05: PROXIES
VI-F. Section 6.06: QUORUM AND VOTING
VI-G. Section 6.07: FILLING VACANCIES ON THE BOARD
VI-H. Section 6.08: DISMISSAL OF BOARD MEMBERS
ARTICLE VII: OFFICERS
VII-A. Section 7.01: ELECTION OF OFFICERS
VII-B. Section 7.02: FILLING VACANCIES AMONG OFFICERS
VII-C. Section 7.03: POWERS AND DUTIES OF THE OFFICERS
ARTICLE VIII: CORPORATE OPERATIONS
VIII-A. Section 8.01: SERVICES TO MEMBERS
VIII-B. Section 8.02: RESEARCH ACTIVITIES
VIII-C. Section 8.03: TRUSTEE ACTIVITIES
ARTICLE IX: DELAY OF ALLEGEDLY IMPROPER ACTION
ARTICLE X: NONPROFIT STATUS AND DISPOSAL OF ASSETS IN CASE OF DISSOLUTION
X-A. Section 10.01: NONPROFIT STATUS
X-B. Section 10.01: DISSOLUTION
ARTICLE XI: AMENDMENTS TO THE BY-LAWS
ARTICLE I: NAME AND REGISTERED OFFICE
I-A. Section 1.01: NAME
The name of this corporation shall be the Cryonics Institute, herein abbreviated and referred to as CI.
I-B. Section 1.02: REGISTERED OFFICE
The corporation shall maintain its registered office in the State of Michigan
ARTICLE II: CORPORATE PURPOSES
II-A. Section 2.01: PURPOSES
The purposes for which the corporation is organized are as follows: to promote cryonics and cryobiological research through information, financial aid, experimentation and through the freezing of human bodies and maintenance of them in hope of eventual revival; and to carry out any business incident thereto, but not for a profit.
II-B. Section 2.02: AMENDMENTS TO THIS ARTICLE
This article shall be amendable only by unanimous vote of the Voting Membership.
ARTICLE III: MEMBERSHIP
III-A. Section 3.01(A): MEMBERSHIP REQUIREMENTS
There shall be a payment required for membership, the amount to be determined by the Board of Directors. There may also be annual dues for membership, at the discretion of the Board of Directors. Anyone who approves the purposes of the corporation and desires to help further them shall be eligible for membership upon payment of the requisite sums. Membership shall be nontransferable, and membership fees and dues not refundable (except in case of dissolution of the organization, as specified in Article X)
III-B. Section 3.01(B): VOTING MEMBERSHIP REQUIREMENTS
All Cryonics Institute members permitted to (a) vote on the matters referred to in these By-Laws or (b) serve as a Director must be voting members of the Cryonics Institute. To qualify as a Voting Member of the Cryonics Institute a CI Member must be age 18 or over and either be a Lifetime Member or have been a Yearly Member for at least three years. Additionally, only CI Members with an executed Cryonic Suspension Agreement and having full funding for the Cryonic Suspension Agreement may be Voting Members.
III-C. Section 3.02: CHANGES IN MEMBERSHIP FEES AND DUES
Changes in the fees required for membership and in policy as to dues shall require a two-thirds vote of the Board of Directors.
ARTICLE IV: MEMBERSHIP MEETINGS
IV-A. Section 4.01: ANNUAL MEETINGS
There shall be an annual meeting of the membership at a time and place designated by the majority of the Board of Directors.
IV-B. Section 4.02: SPECIAL MEETINGS
A petition signed by ten percent (10%) of the Voting Membership or 10 Voting Members, whichever is more, delivered to the Secretary, shall be sufficient to require the calling of a special meeting of the membership. The Board of Directors shall also have the power to call special membership meetings when it deems necessary.
IV-C. Section 4.03: NOTICE OF MEETINGS
Each member shall receive notice of any scheduled membership meeting no less than one month in advance. Notice of meetings shall include, insofar as is possible, a proposed agenda of the meeting.
IV-D. Section 4:04: CLOSING OF MEMBERSHIP LIST
Seven weeks before any meeting of the membership, the membership list shall be closed. Only those who are Voting Members at the time of closing of the membership list shall be eligible to speak and vote at meetings, or to be counted for purposes of determining whether a quorum is present.
IV-E. Section 4.05: PROXIES
Voting Members shall be entitled either: to send general proxies, to be voted by the member of their choice; or to send proxies specifying votes on particular issues, insofar as these are ascertainable. Proxies shall be written, and shall apply only to the meeting in question. Proxy forms shall be mailed to all voting Members no less than six weeks before any meeting of the membership.
IV-F. Section 4.06: QUORUM
One quarter (1/4) of the Voting Membership, including proxies, shall constitute a quorum at any scheduled membership meeting.
IV-G. Section 4.07: RULES
Membership meetings shall be governed by Roberts Rules of Order, Newly Revised, unless otherwise provided.
ARTICLE V: POWERS OF THE MEMBERSHIP
V-A. Section 5.01: SETTING OF CORPORATE POLICY
At any scheduled membership meeting, the Voting Membership may propose and pass resolutions concerning corporate policy. Resolutions concerning corporate policy shall require a two thirds (2/3) vote of those Voting Members present or a majority vote of the Voting Membership, whichever is less. Any petition signed by two-thirds (2/3) of the Voting Membership shall have the force of a corporate resolution adopted by the membership at a meeting of the membership, except as prohibited elsewhere in these by-laws.
V-B. Section 5.02: ELECTING THE BOARD OF DIRECTORS
At each annual membership meeting, the Voting Membership shall nominate and elect directors to fill vacancies on the Board. The directors shall be elected for staggered terms, according to procedures set forth in Article VI below. Members of the Board of Directors cannot be elected or dismissed by petition.
V-C. Section 5.03: AMENDING THE CORPORATE BY-LAWS
The Voting Members may amend the by-laws as provided in Article XI.
ARTICLE VI: BOARD OF DIRECTORS
VI-A. Section 6.01: ELECTION OF BOARD MEMBERS
(A) The Board of Directors shall consist of twelve (12) Voting CI members, elected for three-year terms, on a staggered basis, with four directors being elected each year. Only Voting Members of CI [described in Section 3.01(B)] are qualified to be Directors of the Cryonics Institute.
(B) At each annual meeting of the membership, four of the twelve directors shall be elected for the term of three years, to fill the positions of those directors whose terms have expired. Nominations for these positions shall be taken from the floor, or in advance by petition of one Voting Member. Each Voting Member may cast four votes, designated them for four candidates or fewer. For example, a Voting Member may cast four votes for one candidate, or one vote for each of four candidates. The four candidates with the highest vote totals shall serve on the Board. Board positions vacated for reasons other than expiration of term, and filled temporarily by Board appointees, shall be filled in like manner.
VI-B. Section 6.02: RESPONSIBILITIES OF THE BOARD
The Board of Directors shall have the following corporate responsibilities.
(1) To manage the affairs of CI and exercise control over its property, in accordance with the corporate policies established by the membership.
(2) To elect the officers of CI, from among the directors.
(3) To determine membership fees and dues.
(4) To designate the time and place of the annual membership meeting, and to call special membership meetings when necessary.
VI-C. Section 6.03: MEETINGS OF THE BOARD
The Board of Directors shall have a regular annual meeting and such special meetings as may be necessary. The time and place of the annual meeting shall be designated by the President. Special meetings may be called by the President or by petition of any three directors.
VI-D. Section 6.04: NOTICE OF BOARD MEETINGS
The Secretary shall give notice of each Board meeting at least two weeks in advance. However, notice time may be reduced for any given meeting, by unanimous consent of all directors. A petition by any three directors shall serve to delay any meeting not more than one week. Notice of meetings shall include, insofar as is possible, a proposed agenda of the meeting.
VI-E. Section 6.05: PROXIES
Directors shall be entitled either to send general proxies, to be voted by the director of their choice, or to send proxies specifying votes on particular issues, insofar as these are ascertainable. Proxies shall be written and shall apply only to the meeting in question.
VI-F. Section 6.06: QUORUM AND VOTING
(A) A majority of the Board of Directors, including proxies, shall constitute a quorum.
(B) Resolutions passed by the Board shall require a majority vote of those directors present. A petition signed by eight directors shall have the effect of a resolution by the Board.
VI-G. Section 6.07: FILLING VACANCIES ON THE BOARD
If two or fewer vacancies occur on the Board during the course of a year, those positions may remain unfilled until the next annual meeting of the membership. If three or more vacancies occur, they shall be filled temporarily by appointment of the Board. These temporary directors shall serve until the next annual meeting, at which time the remainder of the unexpired terms shall be filled as specified in Section 6.01.
VI-H. Section 6.08: DISMISSAL OF BOARD MEMBERS
A majority of the Voting Members of the corporation can by vote at a meeting dismiss any director without cause.
ARTICLE VII: OFFICERS
VII-A. Section 7.01: ELECTION OF OFFICERS
After each annual membership meeting, the Board of Directors shall elect the corporation’s officers from among the directors. The officers shall consist of a President, a Vice President, a Secretary, a Treasurer and a Contract Officer. The officers shall be elected by majority vote of the Board. Additional officers may be created by the Board, but these positions must be approved by the membership at the next annual meeting in order to be retained.
VII-B. Section 7.02: FILLING VACANCIES AMONG OFFICERS
If one of the offices becomes vacant during the course of a year, the Board shall hold a special meeting to fill it as soon as possible. The vacant office shall be filled by majority vote of the directors present (including proxies.)
VII-C. Section 7.03: POWERS AND DUTIES OF THE OFFICERS
A. The President shall be the chief executive officer of the corporation. He/she shall preside at all meetings of the membership and of the Board of Directors. The President shall sign all contracts and documents authorized by the Board of Directors on behalf of the corporation, report annually to the members on the condition of the affairs of CI, and make suggestions with respect thereto. He/she shall perform all other duties that may be required of him/her by the Board.
B. The Vice President shall perform all duties of the President in the absence of the President. If the office of President should become vacant during the course of a year, the Vice President shall act as President until the position is filled. He/she shall perform all other duties that may be assigned by the Board.
C. The Secretary shall attend all meetings of the membership and of the Board of Directors and shall keep an accurate record of those meetings. He/she shall perform all of the official correspondence of the corporation and keep an accurate role of members. He/she shall give notice of all meetings to the members and to the Board. He/she shall perform all other duties that may be assigned by the Board.
D. The Treasurer shall have primary responsibility for the fiscal affairs of the corporation including the accounts of individual members, as established by contract between the member and CI. He/she shall keep the financial records of the corporation, supervise its bank account(s), make reports to the membership and to the Board as required and make appropriate necessary reports to governmental bodies. The Treasurer shall collect, invest and disburse funds as directed by the Board and shall perform all other duties that may be assigned by the Board.
E. The Contract Officer shall have primary responsibility for negotiating all contracts between individual CI members and the corporation. He/she shall report all negotiations and proposed contracts for final approval. The Contract Officer shall maintain a file of all such contracts and related documents and shall provide copies of this material to the President and Treasurer. He/she shall perform all other duties that may be assigned by the Board.
ARTICLE VIII: CORPORATE OPERATIONS
VIII-A. Section 8.01: SERVICES TO MEMBERS
A. The corporation shall be empowered to cryopreserve legally dead individuals, to maintain them in the cryopreserved state and when it is deemed appropriate to attempt to revive them and to contract with individual members for this purpose.
B. The corporation may accept funds from individual members in advance of their cryopreservation as prepayment or part prepayment for services according to the terms of each member’s contract.
C. The corporation may, if it wishes, accept property or services as part or full payment for cryopreservation or for membership in the corporation.
VIII-B. Section 8.02: RESEARCH ACTIVITIES
The corporation shall promote and conduct cryobiological research as is deemed appropriate by the Board of Directors, following general policies set by the membership. Such research may be carried out using cryopreserved patients as subjects, as specified in each member’s contract with CI, but research may not be carried out that could reasonably be deemed detrimental to the patient’s revitalization.
VIII-C. Section 8.03: TRUSTEE ACTIVITIES
The corporation is empowered to act as a trustee, conservator, guardian, executor, power of attorney or medical surrogate as may be required to further the purposes of cryopreservation of its Members, including financing the cryopreservation and revitalization of its Members.
ARTICLE IX: DELAY OF ALLEGEDLY IMPROPER ACTION
Any group comprising five percent (5%) of the members, or five members, whichever is greater, or two members of the Board of Directors, can delay any new or non-customary action by the Board or by the Officers of the corporation, on the grounds that it is not justified by the corporate purposes. Following any such petition, the Secretary shall call a meeting of the membership as soon as it is feasible. At such a meeting, a majority of the members present shall be sufficient to override the action, if a quorum is present. If a quorum is not present, the action shall be further delayed until a meeting is held at which a quorum is present or until a petition supporting the action signed by a majority of the members is presented to the Board.
No action contrary to Article II shall be authorized in any event.
ARTICLE X: NONROFIT STATUS AND DISPOSAL OF ASSETS IN CASE OF DISSOLUTION
X-A. Section 10.01: NONPROFIT STATUS
The corporation will be operated not for profit but to promote the use and advancement of the cryonic and cryobiological sciences. No earnings or dividends shall be paid to members.
X-B.Section 10.02: DISSOLUTION
In the event of dissolution, any assets remaining shall be distributed, as directed by the Board of Directors, for scientific research to such organizations as are qualified as tax exempt under Section 501 (c)(3) of the 1975 Internal Revenue Code, or the corresponding provisions of a future United States Internal Revenue law. In no event shall any assets be distributed to the members.
ARTICLE XI: AMENDMENTS TO BY-LAWS
At any annual meeting of the CI membership, the Voting Members may pass amendments to the corporate by-laws. These by-laws may be altered, amended or repealed by an affirmative vote of two-thirds (2/3) of those voting on the by-law change, including proxies. The exact wording of the amendment must be sent, along with proxies to vote on the amendments, to all Voting Members. No proxies concerning a change in by-laws shall be sent to Voting Members without prior approval of one-third of the Board of Directors at a meeting of the Directors. Article II above (concerning corporate purposes), however, shall be amended only by unanimous vote of the full Voting Membership. None of the corporate by-laws may be amended by petition.