Meeting called to order by Director Charles Platt.
(1) Charles specified that the Annual General Meeting will be November 7, 1998 at 3 pm in Ontario, California
-- unanimously approved by the Directors
(2) Motion to change the address of CryoCare Canada to:
239 Cortleigh Blvd
Toronto, Ontario
M5N 1P8 CANADA
-- unanimously approved by the Directors
(3) Motion to make changes to the CryoCare Foundation Bylaws, as follows:
The third paragraph of Article 4 Section 8 of the CryoCare Foundation Bylaws shall be changed to:
For the purposes of the election of Directors, a member's status as a Pro-Member or Pro-Patient Voter (whichever applies) shall be determined by the Secretary no less that 32 days (Pacific Time) before the date of the next Annual General Meeting. Individuals, including existing Directors, who wish to be elected to the Board must notify the Secretary of their intentions before no less than 45 days (Pacific Time) before the date of the next Annual General Meeting. No less than 45 days (Pacific Time) before the date of the next Annual General Meeting, candidates for the Board of Directors must submit to the Secretary a witnessed Statement of Innocence (Article 15), and may submit to the Secretary a written Election Statement summarizing past achievements (if any) and future intent, each statement to be no longer than 500 words.
A new first paragraph to Article 4 Section 8 Subsection 1 of the CryoCare Foundation Bylaws shall be added:
If there is more than one candidate for each Member Director position, no less than thirty (30) days before the Annual General Meeting for Member elections, the Secretary shall send to each CryoCare Member a number of Vote Permits equal to the number of Member Directors. The Vote Permits shall include a code which can be included with the votes by Members who wish to vote by e-mail. All valid e-mail votes must be sent only to the Secretary and include the code included in the Vote Permit.
The first paragraph to Article 4 Section 8 Subsection 2 of the CryoCare Foundation Bylaws shall be changed to:
If there is more than one candidate for each Patient Director position, no less than sixty (60) days before the Annual General Meeting for Patient Director elections, the Secretary shall send to every Patient Advocate with which CryoCare has a contract a request to provide the name and address of the current Pro-Patient Voter for that Patient Advocate. Upon receipt of each name the Secretary shall verify that the person named is indeed both a Pro-Member Voter and a participant of the Patient Advocate in the Secretary's official records.
The fifth paragraph of Article 4 Section 8 Subsection 2 of the CryoCare Foundation Bylaws shall be changed to:
If there is more than one candidate for each Patient Director position, no less than thirty (30) days before the Annual General Meeting, the Secretary shall send to each Pro-Patient Voter a number of Vote Permits equal to the number of Patient Directors, multiplied by the number of Patients that the voter represents. For example, if there are three Patient Directors on the Board and a voter represents two Patients, that voter will receive a total of six Vote Permits. The Vote Permits shall include a code which can be included with the votes by Members who wish to vote by e-mail. All valid e-mail votes must be sent only to the Secretary and include the code included in the Vote Permit
The last paragraph of Article 4 Section 13 of the CryoCare Foundation Bylaws shall be changed to:
The exact location, date and time of the Annual General Meeting shall be announced to all members of CryoCare Foundation no later than sixty (60) days before the date of that meeting. Such an announcement may be made by a newsletter or direct mail.
Article 4 Section 19 of the CryoCare Foundation Bylaws shall be changed to:
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Consent in writing may include e-mail messages from the Directors to the Secretary only provided that the e-mail messages are authenticated as originating from the Directors. The Directors must approve the authentication process. The current authentication process shall be that the Directors must include in their e-mail messages to the Secretary a code, selected from a list of codes sent to them from the Secretary by courier, postal service or hand-delivery. No code is to be used more than once.
For motions relating primarily to the Patients, only all Patient Directors need consent in writing. For the purposes of this section only, "all members of the Board" shall not include any "interested Director" as defined in applicable Delaware Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certification or other document filed under any provisions of law that relates to action so taken shall state that the action was taken by the unanimous written consent of the Board of Directors acting without a meeting, and that the Bylaws of CryoCare Foundation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.
-- unanimously approved by the Directors
Meeting Adjourned.
Directors affirmed the change the address of CryoCare Canada to:
239 Cortleigh Blvd
Toronto, Ontario
M5N 1P8 CANADA
Meeting Adjourned.