CRYOCARE FOUNDATION BYLAWS



CRYOCARE FOUNDATION
Suite 3410 NorthEast Hercules Plaza
1313 North Market Street
Wilmington, Delaware 19801-1151

A Delaware Membership, Nonprofit Corporation

Bylaws

Contents

  1. Article 1. Offices
    1. Section 1. Principal Office
    2. Section 2. Change of Address
    3. Section 3. Other Offices
  2. Article 2. Objectives and Purposes
  3. Article 3. Membership
    1. Section 1. Types of Membership
    2. Section 2. Membership Voting Privileges
    3. Section 3. Termination of Membership
  4. Article 4. Directors
    1. Section 1. Number
    2. Section 2. Types of Directors
    3. Section 3. Director Qualifications
    4. Section 4. Revealing Potential Conflicts of Interest
    5. Section 5. Powers
    6. Section 6. Duties
    7. Section 7. Annual General Meeting
    8. Section 8. Election and Term of Office
      1. Subsection 1. Election of Member Directors
      2. Subsection 2. Election of Patient Directors
    9. Section 9. Vacancies
    10. Section 10. Meeting for the Election of Controlling Officers
    11. Section 11. Special Meetings
    12. Section 12. Place of Meetings
    13. Section 13. Notice of Meetings
    14. Section 14. Contents of Notice
    15. Section 15. Waiver of Notice and Consent to Hold Meetings
    16. Section 16. Quorum for Meetings
    17. Section 17. Majority Action as Board Action
    18. Section 18. Conduct of Meetings
    19. Section 19. Action By Unanimous Written Consent Without a Meeting
    20. Section 20. Compensation of Directors
    21. Section 21. Executive Committee
    22. Section 22. Nonliability of Directors
    23. Section 23. Indemnification By The Corporation of Directors, Officers, Employees, And Other Agents
    24. Section 24. Insurance for Corporate Agents
  5. Article 5. Controlling Officers and Non-Controlling Officers
    1. Section 1. Distinction between Controlling and Non-Controlling Officers
      1. Section 1.a. Controlling Officers
      2. Section 1.b. Non-Controlling Officers
    2. Section 2. Qualifications, Election, and Term of Office of Controlling Officers
    3. Section 3. Revealing Potential Conflicts of Interest
    4. Section 4. Subordinate officers
    5. Section 5. Vacancies
    6. Section 6. Chairman
    7. Section 7. Duties and Powers of the President
    8. Section 8. Duties and Powers of the Controlling Officer Vice-President
    9. Section 9. Duties of the Secretary
    10. Section 10. Duties of the Treasurer
    11. Section 11. Compensation
  6. Article 6. Committees
    1. Section 1. Executive Committees
    2. Section 2. Other Committees
    3. Section 3. Meetings and Actions of Committees
  7. Article 7. Execution of Instruments and Acceptance of Gifts
    1. Section 1. Authorization
    2. Section 2. Checks and Notes
    3. Section 3. Gifts
  8. Article 8. Corporate Records, Reports and Seal
    1. Section 1. Maintenance of Corporate Records
    2. Section 2. Corporate Seal
    3. Section 3. Directors' Inspection Rights
    4. Section 4. Annual Report
    5. Section 5. Annual Statement of Specific Transactions to Members
  9. Article 9. Fiscal Year
  10. Article 10. Patient Funds
    1. Section 1. Mandatory Transfer of Funds
    2. Section 2. Prohibition of the Use of Patient Funds for Other Purposes
  11. Article 11. Patient Advocates
    1. Section 1. Definition
    2. Section 2. Patient Advocates with Power to Vote
    3. Section 3. Patient Advocates with No Power to Vote
    4. Section 4. Patient Advocate Contract
    5. Section 5. Revealing Conflicts of Interest
  12. Article 12. Notice and Waiver of Notice
    1. Section 1. Notice
    2. Section 2. Waiver of Notice
  13. Article 13. Amendment of Bylaws
  14. Article 14. Amendment of Articles
    1. Section 1. Allowed Amendments
    2. Section 2. Method of Amendment of Articles
  15. Article 15. Statement of Innocence
  16. Article 16. Prohibition Against Sharing Corporate Profits and Assets

The purpose of these Bylaws is to serve as an organizational contract between the Directors, Officers and Members of CryoCare. The terms of this contract define the policies and procedures of all participating parties, so that reasonable expectations can be made of the conduct of others with whom the parties are organizationally bound. However, when changing conditions or new awareness makes it clear that the organization and its members are best served by a revision of procedures and Bylaws, such revisions should be made. The conditions for revision must be strict, guided by a desire for mutual agreement among the parties that revision is in the best long-term interest of the organization and its members.

The principal office of CryoCare Foundation for the transaction of its business is located in the State of Delaware.

The state of CryoCare Foundation's principal office may be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the same state with a signed statement noting the changed address and effective date. Such changes of address shall not be deemed an amendment of these Bylaws:

Principal Address:


CryoCare Foundation may have offices at other places in or out of the State of California, where it is qualified to do business, as the Board of Directors designates.

The objectives and purposes of CryoCare Foundation are:

human remains, or parts thereof, by enabling them to contract with CryoCare Foundation for human cryopreservation services; enable them to arrange for the cryopreservation of their human remains, or parts thereof; Foundation -- the human remains, or parts thereof, of those legally dead persons who have been cryopreserved and placed in long-term cryogenic interment by CryoCare Foundation, or whose custody and care CryoCare Foundation has accepted from some other human cryopreservation organization; and



Any member of the public can become a member of CryoCare Foundation.

1. Cryopreservation Member. A Cryopreservation Member is any individual who has concluded all the necessary legal and financial arrangements (required by CryoCare Foundation and by law) to be cryopreserved; and

2. Associate Member. Any individual who has not yet made legal and financial arrangements for cryopreservation, but who pays a membership fee to CryoCare Foundation of an amount determined by the Board of Directors, is an Associate Member. Associate Members have no voting rights in CryoCare Foundation.

The human remains, or parts thereof, of any Cryopreservation Member which are received by CryoCare Foundation under the Uniform Anatomical Gift Act, cryopreserved, and place in long-term cryogenic interment shall be automatically designated a Patient of CryoCare and shall retain that status so long as he or she remains in long-term cryogenic interment and under the custody of CryoCare Foundation.

1. Pro-Member Voter. A Pro-Member Voter is any individual who either (1) became a Cryopreservation Member of CryoCare Foundation within the first two years following the date of CryoCare Foundation incorporation or (2) has been a Cryopreservation Member of CryoCare Foundation or has been a member of equivalent standing in any other organization or organizations offering human cryopreservation services which have been approved by the Board, the combined total of such memberships being at least two years. Pro-Member Voters are permitted to vote for Member Directors of CryoCare Foundation (see Article 4, Section 2).

2. Pro-Patient Voter. A Pro-Patient Voter is a Pro-Member Voter who has been designated the Pro-Patient Voter within an entity known as a Patient Advocate (see Article 11). Each Pro-Patient Voter has the right to vote for Patient Directors on behalf of each CryoCare Patient he or she represents (see Article 11).

CryoCare Foundation shall mail a timely reminder of membership fees to every member as the fees fall due. Any Associate or Cryopreservation Member who fails to pay his or her membership fee within sixty (60) days of the due date shall forfeit his or her membership in CryoCare Foundation, unless other provisions are made by a majority of the CryoCare Board of Directors.

Any Cryopreservation Member whose membership fees have been paid, but who fails to maintain the legal and financial arrangements that are necessary to enable cryopreservation by CryoCare Foundation, shall be given notice of cancellation of Cryopreservation Membership. After sixty (60) days, if the necessary arrangements have not been renewed, the Cryopreservation Member shall be reduced in status to Associate Member.

Any Associate or Cryopreservation Member of CryoCare shall have his or her membership immediately terminated, upon the return of a verdict of guilty by any US federal or state Court of Law, for a criminal act against the interests or purposes of CryoCare.

When Cryopreservation Membership is forfeited, Pro-Member and Pro-Patient Voter status are also lost.

No Cryopreservation Member of CryoCare Foundation shall be expelled or threatened with expulsion for any reasons other than those specified in this Section of the Bylaws.


CryoCare Foundation shall have no fewer than three (3) and no more than nine (9) Directors, and collectively they shall be known as the Board of Directors (Board). Within these limits, the actual number of Directors shall be determined by a super-majority vote of the Board, this majority to be no less than eighty percent (80%). Any change in the number of Directors shall be effective only at the next election of Patient Directors. No reduction of the number of Directors shall be allowed which cannot be achieved by the normal ending of the terms of Directors.

There shall be two types of Directors:

1. Member Directors, who are concerned with matters affecting the members of CryoCare Foundation; and

2. Patient Directors, who are concerned with matters affecting both the members and the Patients of CryoCare Foundation.

Member Directors are elected by Pro-Member Voters. Patient Directors are elected by Pro-Patient Voters.

A majority of the Board must always be comprised of Patient Directors. If the total number of Directors is odd, the majority of Patient Directors shall be no more than one. If the total number of Directors is even, the majority of Patient Directors shall be no more than two.

The requirements of the preceding paragraph may be temporarily suspended during times of vacancies on the Board.

Patient Directors may vote on any issue that comes before the Board.

Member Directors are discouraged from voting on motions primarily concerning Patients. Member Directors are not permitted to vote on any issue which relates to the custody, care, or funding of any Patient. In particular, only Patient Directors may vote on any matter concerning Independent Patient Care Foundation (IPCF).

Fulfillment of all of the following conditions are both necessary and sufficient qualifications for becoming a CryoCare Director candidate. The candidate must:

Any Director discovered to have falsely signed a Statement of Innocence, or who subsequently is convicted of an act of theft, fraud, extortion, forgery, murder, manslaughter or perjury automatically forfeits his or her Directorship, pending a review of the circumstances by the CryoCare Board of Directors. A super-majority (80%) of the Board of Directors may decide that the circumstances of the crime do not justify forfeiture of Directorship.

It is the responsibility of candidates for the Board of Directors to reveal to qualified voters all potential conflicts of interest they may have (in addition to the disqualifying conflicts of interest mentioned above) which might interfere with their duties as Directors. Such potential conflicts of interest include being a relative, close friend, or business associate of anyone who is a director, officer, employee, or agent of any other organization offering human cryopreservation services.

Subject to the limitations of the Articles of Incorporation and Bylaws of CryoCare Foundation, and of the laws of the relevant governing jurisdictions, all affairs and activities of CryoCare Foundation shall be under the supervision of the Board of Directors, except that authority in all matters other than those specifically described in these Bylaws may be delegated by the Board of Directors to the President of CryoCare Foundation, or to the Secretary of CryoCare Foundation.

Specific powers reserved to the Board include:



1. The duties of the Member Directors of CryoCare Foundation shall be:

2. The duties of the Patient Directors of CryoCare Foundation shall be:

The Annual General Meeting of CryoCare Foundation shall be held in a meeting room once per calendar year.The Annual General Meeting shall never occur within six months of the previous Annual General Meeting (except in the case of an invalid Director Election), and will usually be held 12 months after the previous Annual General Meeting. At every Annual General Meeting, the Directors must announce the month when the next Annual General Meeting will be held. The date, but not the month of the Annual General Meeting may be changed by a majority vote of the Board, and this change must be made no later than ninety (90) days before the month of the Annual General Meeting. CryoCare members must be notified of this change no later than sixty (60) days before the month of the Annual General Meeting. The election of Member Directors and Patient Directors shall occur on alternate occurrences of the Annual General Meeting, except when the size of the Board of Directors changes (see Article 4 Section 8). The Annual General Meeting of CryoCare Foundation shall be open to the general public.

A report on the activities of CryoCare Foundation since the previous Annual General Meeting shall be submitted by the Board to the membership at least thirty (30) days before the Annual General Meeting.

Directors shall be elected by ballots delivered to the Secretary at least 48 hours prior to the beginning of the Annual General Meeting of CryoCare Foundation. Elections for the two categories of Director shall normally be conducted at alternate Annual General Meetings. However, when the number of Directors is increased or reduced, all Director's terms shall end and the required number of both Patient and Member Directors shall be elected. The Member Directors elected at that meeting shall remain Directors only until the next Annual General Meeting.. The initial Directors were appointed by the founders of CryoCare Foundation.

A Patient Director or Member Director may not hold office for more than three consecutive terms, but may switch to the other class of Director. Moreover, after an absence of one term the any former Director may resume being the same class of Director. A supermajority (80%) of the Board of Directors may waive the Director 3-term limit. become a candidate for that office again after an absence of one term, if switching between being a Patient Director and a Member Director or vice-versa.

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.

The Secretary shall verify that each prospective candidate is qualified to serve as a Director under the Bylaws and shall promptly notify any prospective candidates of their ineligibility if they do not qualify.

If there is more than one eligible Director candidate, then the Secretary shall send to each qualified voter a coded ballot and a list of all eligible candidates at least thirty (30) days before the beginning of the Annual General Meeting of CryoCare Foundation. If at least one eligible candidate has submitted an Election Statement, then the Secretary shall also send photocopies of all the Election Statements to each qualified voter, along with the ballot and list of candidates.

The candidates receiving the highest number of votes for the positions available shall be elected. In the event of a tie between two or more candidates, if election of all of them to office would exceed the permitted number of Directors, a runoff shall be held by those present at the Annual General Meeting by qualified Pro-Patient Voters (for Patient Directors) or by qualified Pro-Member Voters (for Member Directors). Additional runoffs shall be held if necessary to break subsequent tied votes. In each case, the candidates in a runoff shall only be the ones who received tied votes.

If a Director's election is declared invalid, then the existing Directors shall remain on the Board until a new election. A new election shall be held in not more than 60 days and not less than 40 days from the date of the Annual General Meeting, as decided by all of the Directors. The full Board of Directors shall appoint an Election Officer to perform the election duties of the Secretary if they choose to do so.

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.

Each Pro-Member Voter may cast one vote for each Member Director to be elected, either in person, or by, clearly verifiable, mail, telephone, telegraph, e-mail, or FAX to the Secretary. All votes must be accompanied by the ballot code sent by the Secretary, and to be valid all votes must be received by the Secretary at least 48 hours (Pacific Time) before the beginning of the Annual General Meeting.

The first item of business at the Annual General Meeting shall be an announcement by the Secretary, or on behalf of the Secretary, of the results of the Director's election. If new Member Director(s) were elected by acclamation, the Secretary shall cause the new Director(s) names to be announced. In the event of an election, the Secretary ensures that all of the voting instruments received are brought to the Annual General Meeting. The Election shall be declared valid unless any Member Director or Pro-Member Voter requests a recount.

If a recount motion is made and seconded, then a representative chosen by a majority of existing Member Directors, and a representative chosen by a majority of eligible Pro-Member Voters attending the Annual General Meeting may examine the voting instruments. If both representatives do accept that the election was valid, then the Election shall be declared valid. If the Election is declared valid, then the new Directors shall assume office and conduct the business of the Annual General Meeting. If only one of the representatives accepts that the election was valid, then the validity of the election will be decided by a majority vote of the Pro-Member Voters present at the Annual General Meeting. If both representatives do not accept that the election was valid, then the election will be declared invalid.

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.

No less than thirty-two (32) days before the Annual General Meeting for Patient Director elections, the Secretary shall compile a list of the Pro-Patient Voters of each active Patient Advocate, and the Patient or Patients which he or she represents. It is the responsibility of each Patient Advocate to notify the Secretary promptly whenever its Pro-Patient Voter changes.

If there is more is more than one eligible Patient Director candidate, then the Secretary shall prepare Vote Permits which will be used during the election of Patient Directors. The number of permits shall be equal to the number of Patient Directors multiplied by the number of Patients who are currently cryopreserved and under the authority of CryoCare Foundation. (In the event that no Patients are under the authority of CryoCare Foundation, one Permit for each Director to be elected, shall be issued to each Patient Director, and the Patient Directors alone shall cast votes in the election.)

A Vote Permit shall consist of a certificate bearing the name of the Patient, the name of the Voter to whom it is issued, the signature of the Secretary, and the date of the Annual Meeting for which the Vote Permit is valid.

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

For each Patient who is not represented by a Pro-Patient Voter, the Secretary shall issue one Vote Permit to each Patient Director, with a minimum of one permit for each Director to be elected. (In the event that no Patients are under the authority of CryoCare Foundation, one Permit for each Director to be elected, shall be issued to each Patient Director, and the Patient Directors alone shall cast votes in the election.)

All Vote Permits must be received by the Secretary of CryoCare at least 48 hours (Pacific Time) before the beginning of the Annual General Meeting. The Permits may be distributed among several candidates, or all Permits may be applied to one candidate. Alternatively, a Pro-Patient Voter may choose not to use some or all of his or her Permits. In this case, each Permit which is deliberately unassigned shall have "VOID" written across it and must be surrendered to the Secretary.

Each Vote Permit shall be valid only for the Pro-Patient Voter whose name appears on it. Vote Permits are non-transferable.

The first item of business at the Annual General Meeting shall be an announcement by the Secretary, or on behalf of the Secretary, of the results of the Director's election. If new Patient Director(s) were elected by acclamation, the Secretary shall cause the new Patient Director(s) names to be announced. In the event of an election, the Secretary ensures that all of the Vote Permits received are brought to the Annual General Meeting. The Election shall be declared valid unless any Patient Director or Pro-Patient Voter requests a recount.

If a recount motion is made and seconded, then a representative chosen by a majority of existing Patient Directors, and a representative chosen by a majority of eligible Pro-Patient Voters attending the Annual General Meeting may examine the voting instruments. If both representatives do accept that the election was valid, then the Election shall be declared valid. If the Election is declared valid, then the new Directors shall assume office and conduct the business of the Annual General Meeting. If only one of the representatives accepts that the election was valid, then the validity of the election will be decided by a majority vote of the Pro-Patient Voters present at the Annual General Meeting. If both representatives do not accept that the election was valid, then the election will be declared invalid.

Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director.

The Board may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgement of any court to have breached any duty prescribed by applicable Delaware Corporation Law.

Any Director may be removed from the Board for any reason by a super-majority of the Directors then in office, such majority to be no less than eighty percent (80%), provided the Director is told why he or she is being removed, and provided the Director being removed has the opportunity of pleading his or her case at a special meeting of the Board held for that purpose. Member Directors may not vote on the removal of Patient Directors, and any Patient Director may only be removed by a super-majority of Patient Directors, such majority to be no less than eighty percent (80%) of all of the Patient Directors.

Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for such resignation.

Vacancies on the Board may be filled by the majority of Directors then in office. In the event that the remaining total number of Directors is less than a quorum, the usual requirement for a quorum shall be waived, but all the remaining Directors must participate in the vote.

Only Patient Directors can vote to fill Patient Director vacancies.

Vacancies must be filled in such a way as to maintain the required majority of Patient Directors on the Board. Each Patient Director filling a vacancy shall hold office until the next election of Patient Directors. Each Member Director filling a vacancy shall hold office until the next election of Member Directors. With respect to the number of consecutive terms that a Director may serve, such a partial term shall count as a full term.

A Director's meeting for the election of Controlling Officers must be held no more than six months and no less than two months following the Annual General Meeting corresponding to the election of (a) new Member Director(s). The date of the Meeting for the election of Controlling Officers must be announced at the Annual General Meeting at which the new Member Director joined the Board of Directors. The date of the Meeting for the Election of Controlling Officers can only be changed by a super-majority (80%) of the Board of Directors.

Special meetings of the Board of Directors may be called by the President or any Director. Such meetings shall be held at the principal office of CryoCare Foundation or at any other place agreed upon ahead of time by a majority of the Directors and placed in the required notification.

Meetings shall be held at the principal office of CryoCare Foundation unless otherwise provided for by the Board. Any meeting, except the Annual General Meeting, may be held in part or in whole by telephone conference or by other electronic technology so long as all Directors can simultaneously communicate information and simultaneously understand each other. Directors may participate in the Annual General Meeting by telephone provided that: (1) at least one Director is physically present at every Annual General Meeting and (2) all those attending the meeting can hear the Directors and that the Directors can hear all those speaking at the meeting. If a Director chooses to participate via a telephone conference call, he or she shall pay a share of the cost of the call, his or her share being calculated by taking the total cost of the whole call and dividing by the number of other telephone participants, with CryoCare Foundation counting as one telephone participant.

Special meetings of the Board, including changes in the time and place of scheduled meetings, shall be held upon seven (7) days' notice to all the Directors by first class mail or forty-eight (48) hours' notice delivered personally or by telephone or telegraph. Notice may also be given by e-mail, but such notification is only valid if the notified Director acknowledges the notification in a verifiable form (including e-mail posting) -- which must be saved by the Secretary. Notice of special meetings shall be addressed to each Director at his or her address as last reported to the Secretary. Notice of the time and place of resumption of an adjourned regular or special meeting need not be given to absent Directors if the time of the adjourned meeting is no more than twenty-four (24) hours from the time of the regular meeting. Notice of resumption of any adjourned regular or special meeting shall be given to Directors absent from the original meeting if the resumed meeting is to be held more than twenty-four (24) hours from the time of the original meeting.

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.

Notice of meetings shall specify the place, day, and hour of the meeting. The Notice shall also specify matters of primary importance which will be dealt with during the meeting. If, during a meeting, any two Directors feel that they received insufficient warning that an item would be included on the agenda, at their request the item shall be postponed for discussion and action at a future meeting of the Board, no more than one month later.

The transactions of any meeting of the Board, however called and noticed, or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present, and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.

A quorum shall consist of no fewer than sixty-six percent (66%) of the Board of Directors. A Patient Quorum (for motions, relating primarily to the Patients, on which the Member Directors may not vote) shall consist of a simple majority of the Patient Directors.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as previously defined, is not present (in person or by electronic means), and the only motion the Chair shall entertain at such a meeting is a motion to adjourn. If a Patient Quorum is present the meeting may proceed but may only pass motions relating primarily to the Patients.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the resumption of the adjourned meeting or of the business to be transacted at such meeting.

The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of the quorum or Patient Quorum due to Directors leaving the meeting, providing that any action thereafter taken be approved by at least a majority of the required quorum (or Patient Quorum, for motions relating primarily to the Patients) or such greater percentage of the Board as may be required by law, or by the Articles of Incorporation, or Bylaws of CryoCare Foundation.

Every act or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be considered the act or decision of the entire Board of Directors, unless the Articles of Incorporation or Bylaws of CryoCare Foundation, or the provisions of state or federal law, require a greater percentage of the Board to be present, or different voting roles for approval of a matter by the Board. For motions relating primarily to the Patients, every act or decision made by a majority of the Patient Directors present at a meeting duly held at which a quorum and a Patient Quorum are present shall be considered the act or decision of the entire Board of Directors, unless the Articles of Incorporation or Bylaws of CryoCare Foundation, or the provisions of state or federal law, require a greater percentage of the Board to be present, or different voting roles for approval of a matter by the Board. Among the matters which may require a greater number of Directors present are approval of contracts or transactions in which a Director has material financial interest, and indemnification of Directors.

Meetings of the Board of Directors shall be presided over by the Chairman of the Board if one has been elected, or in his or her absence by the President, or in his or her absence by any Board member chosen by a majority of the Board. Minutes shall be taken of all business matters discussed at the meeting and a written copy of these minutes made available to all Directors in attendance at the next Board meeting prior to conducting any business at that meeting.

Meetings shall be governed by Roberts' Rules of Order or other rules of order designated by the Board, insofar as such rules are not inconsistent with the Bylaws, Articles of Incorporation, or with any applicable provisions of state or federal law.

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.

Directors shall not receive a salary for their services as Directors or as members of committees, but by resolution of the Board a fixed sum and the expenses of attending Board meetings may be paid to Directors, provided that nothing herein shall be construed to preclude any Director from serving CryoCare Foundation in any other capacity permitted by the Bylaws, and receiving compensation for the service.

An executive committee, comprised of members of the Board, may be appointed by resolution of a majority of the Board. The executive committee shall have powers delegated to it by Board resolution. It shall act in the intervals between meetings of the Board and shall be subject at all times to the control of the Board of Directors.

The Directors shall not be personally liable for the debts, liabilities, or other obligations of CryoCare Foundation.

To the extent that a person who is, or was, a Director, officer, employee, or other agent of CryoCare Foundation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgement against such person by reason of the fact that he or she is, or was, an agent of CryoCare Foundation, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred in connection with such proceeding.

If such person either settles any claim or sustains a judgement against him or her, then indemnification against expenses, judgements, fines, settlements, and other amounts reasonably incurred during such proceedings shall be provided by CryoCare Foundation to the extent allowed by and in accordance with applicable Delaware Corporation Law.

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of CryoCare Foundation (including a Director, officer, employee, or other agent of CryoCare Foundation) against any liability other than violation of the provisions of law relating to self-dealing (see applicable Delaware Corporation Law) incurred by the agent in such capacity or arising out of the agent's status as such, whether or not CryoCare Foundation would have the power to indemnify the agent against such liability under applicable Delaware Corporation Law.



The Controlling Officers of CryoCare Foundation shall be a President, a Vice-President, a Secretary, and a Treasurer. Any number of Controlling Officer offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve as President or Chairman of the Board. However, if the Secretary or Treasurer is also a Controlling Officer Vice-President, then that Secretary or Treasurer may temporarily serve as President (see Article 5 Section 8). In addition, the President and Chairman of the Board must be Directors of the Corporation.

CryoCare Foundation may also have, by resolution of the Board, a Chief Executive Officer, a Chief Financial Officer, a Chairman of the Board, one or more Executive Vice Presidents, Assistant Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other officers. There may be special Patient officers elected only by the Patient Directors.

Officers Fulfillment of all of the following conditions are necessary and sufficient qualifications for becoming a CryoCare Controlling Officer candidate. The candidate must:

Controlling Officers shall be elected by vote of a majority of the Board following the election of new Member Directors (see Article 4, Section 7). Each Controlling Officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor is elected.

The President of CryoCare Foundation shall have the power to veto the election of any Controlling Officer.

Any Controlling Officer discovered to have been falsely signed a Statement of Innocence, or who subsequently is convicted of an act of theft, fraud, extortion, forgery, murder, manslaughter or perjury automatically loses his or her Controlling Officer position, pending a review of the circumstances by the CryoCare Board of Directors. A majority of the Board of Directors may decide that the circumstances of the crime do not justify loss of of Controlling Officer position.

It is the responsibility of candidates for Controlling Officers of CryoCare Foundation to reveal to the Board of Directors all potential conflicts of interest they may have (in addition to the disqualifying conflicts of interest mentioned above), which might interfere with their duties as Controlling Officers. Such potential conflicts of interest include being a relative, close friend, or business associate of anyone who is a Director, officer, employee, or agent of any other organization offering human cryopreservation services.

The President may appoint such other officers as the business of CryoCare Foundation may require, each of whom shall hold office for such period, have such authority, and perform such duties as determined by the President, according to the Bylaws of CryoCare Foundation.

In addition, there may be special Patient officers elected only by the Patient Directors.

Vacancies for offices shall exist (1) on the death, resignation, or removal of any officer, and (2) whenever a new officer position is created.

Any Controlling Officer may be removed for any reason by a majority of the Directors, provided the Controlling Officer removed has the opportunity of appealing his or her dismissal before the Board at a special meeting of the Board held for that purpose. Patient officers may only be removed by a majority of the Patient Directors.

Any Controlling Officers may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for such resignation.

Vacancies for any non-Controlling Officer office specified in these Bylaws, shall be filled by majority vote of the Board of Directors. In the event of a vacancy for any Controlling Officer office other than that of President, such vacancy may be filled temporarily by appointment of the President until such time as the Board shall fill the vacancy.

Vacancies that occur with Controlling Officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. Patient officer vacancies may only be filled by a majority of the Patient Directors.

The Chairman of the Board of Directors, if one be elected, shall be preside at all meetings of the Board, and he or she shall have and perform such other duties as from time to time may be assigned to him or her by the Board.

The President shall be the Chief Executive Officer (CEO) of CryoCare Foundation (unless the Board elects a separate CEO) and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation. He or she shall preside at all CryoCare Foundation meetings, and in the absence or non-election of a Chairman of the Board of Directors, at all meetings of the Board, and shall have general supervision, direction, and control of the affairs of CryoCare Foundation. Except as the Board shall authorize the execution thereof in some manner, he or she shall execute all deeds, mortgages, bonds, or other contracts, on behalf of CryoCare Foundation, except that all decisions concerning assets of value greater than an amount determined by the Board of Directors shall be made by the Board, and that all significant decisions relating to government regulatory agencies shall be approved by the Board. He or she shall perform all tasks related to these duties, and any such other duties as may be required by law, or by the Articles of Incorporation and Bylaws of CryoCare Foundation, or which may be prescribed by the Board of Directors.

The President shall set forth, and update on a yearly basis, a general plan for the long-term operation of CryoCare Foundation, according to CryoCare Foundation's objectives and purposes, and shall oversee and review the actions of the officers in carrying out this plan.

In the absence of the President, or in the event of his or her inability or unwillingness to act, the Controlling Officer Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. If a Vice-President serves as President for more than two consecutive months, then the Board of Directors shall appoint a new President.

The Controlling Officer Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by the Bylaws, or as may be prescribed by the Board of Directors.

The Secretary shall certify and keep at the principal office of CryoCare Foundation, the original, or a copy, of the Articles of Incorporation and Bylaws of CryoCare Foundation, and a list of all motions approved by the Board.

The Secretary shall keep, or cause to be kept, at the principal office of CryoCare Foundation, or at such other places as the Board may determine, a book of minutes of all meetings of the Board of Directors and, if applicable, meetings of executive committees. The minutes shall note whether it was a regular or special meeting, how it was called, how notice was given, where it was conducted, the names of those present or represented at the meeting, and a record of all business proceedings thereof.

The Secretary shall give, or cause to be given, notice of all meetings of the Board, and all other notices required by law or these Bylaws, and in case of his or her absence, or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the Directors upon whose requisition the meeting is called according to these Bylaws.

The Secretary is expected to attend all Board Meetings and keep records of all motions passed at these meetings. If the Secretary cannot attend a Board meeting, then the Secretary must be supplied with copies of all motions passed at that meeting.

The Secretary shall be custodian of the records and of the seal of CryoCare Foundation and shall affix the seal or cause it to be affixed, and shall attest, to all duly executed documents, the execution of which on behalf of CryoCare Foundation is authorized by law or by the Bylaws.

The Secretary shall keep, or cause to be kept, a listing of all Cryopreservation Members, as well as evidence that they have executed the appropriate legal documents and made the requisite financial arrangements to allow CryoCare Foundation to take custody of their human remains and to be paid the requisite minimum Cryopreservation Funding after legal death.

The Secretary shall keep, or cause to be kept, a listing of all Pro-Patient and Pro-Member Voters. See Article 11, Patient Advocates.

The Secretary shall verify the qualifications of candidates for the Board of Directors prior to the vote at the Annual Meeting, and shall receive their Election Statements, as described in Article 4, Section 7.

The Secretary shall exhibit, or cause to be exhibited, at all reasonable times, to any Director of CryoCare Foundation, on request thereof, the Bylaws, the minutes of the meetings of the Board and any executive committees, and the list of Patients, Cryopreservation Members, Pro-Member Voters, Pro-Patient Voters, and Associate Members.

In general, the Secretary shall perform all duties incident to the responsibilities of the office of Secretary, and any such other duties as may be required by law, by the Articles of Incorporation, or the Bylaws of CryoCare Foundation, or which may be assigned by the Board of Directors.

The Treasurer shall have the custody of the funds, securities, and other assets of CryoCare Foundation. The Treasurer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to the credit of CryoCare Foundation in such depositories as may be designated by the Board.

The Treasurer shall be responsible for receiving, and giving receipt for, moneys due and payable to CryoCare Foundation from any and all sources. The Treasurer shall disburse, or cause to be disbursed, the funds of CryoCare Foundation as may be designated by the President or the Board of Directors, taking proper vouchers for such disbursements.

The Treasurer shall maintain adequate and correct accounting of CryoCare Foundation's business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The Treasurer shall exhibit, whenever requested, at all reasonable times, the books of account and financial records to any Director of CryoCare Foundation. The Treasurer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements of CryoCare Foundation required by the Bylaws or state or federal law.

In general, the Treasurer shall perform all duties incident to the responsibilities of the office of Treasurer, and any such other duties as may be required by law, by the Articles of Incorporation, or by the Bylaws of CryoCare Foundation, or which may be assigned by the Board of Directors.

The salaries, or other compensation, of the officers, if any, shall be determined by resolution of the Board of Directors. In all cases, salaries, or other compensation, received by officers of CryoCare Foundation shall be reasonable and given in return for services rendered which relate to the performance of the purposes of CryoCare Foundation.


The Board may, by majority vote, designate two (2) or more of its members to constitute an Executive Committee to which is delegated any of the powers and authority of the Board in the management of the business of CryoCare Foundation, except with respect to:

For the Executive Committee to be able to make decisions relating primarily to the Patients of CryoCare Foundation, it must have the approval of a majority of the Patient Directors.

By majority vote, the Board may, at any time, revoke or modify any or all of the powers and authority delegated to an Executive Committee, increase or decrease (but not below two) the number of its members, and fill vacancies therein from the members of the Board.

The Executive Committee shall keep minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board as required by the Board.

The Board may set up, by majority vote, other committees for any purposes related to the business of CryoCare Foundation, provided that at least one member of the Board is a member of each committee and provided that if the committee is to conduct business related only to the Patients of CryoCare Foundation, it must have the support of a majority of the Patient Directors. Such committees shall be in existence for as long as the Board determines, and will report to the Board about its activities, verbally or in writing, as often as desired by the Board.

Meetings and actions of committees shall be governed by, noticed, and conducted in accordance with the Bylaws. Committees shall meeting according to a schedule based upon resolution of a majority of the Board of Directors. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the Bylaws.


The Board of Directors, except as otherwise provided for in the Bylaws, may by resolution authorize any officer or other agent of CryoCare Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of CryoCare Foundation. Unless so authorized, no officer, employee, or other agent of CryoCare Foundation, except the President, shall have any power or authority to bind CryoCare Foundation by contract or to pledge its credit, or to render it liable monetarily for any purpose in any amount.

Except as otherwise specified by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of monies, and other evidence of indebtedness of CryoCare Foundation of amounts greater than ten thousand dollars ($10,000.00) shall be signed by the Treasurer and countersigned by the President.

The Board of Directors may accept on behalf of CryoCare Foundation any contribution, gift, bequest, or other method of charitable giving according to the purposes of CryoCare Foundation.


The Secretary shall keep or cause to be kept;


The Board of Directors may adopt, use, and alter at will, a corporate seal. Such seal must be kept by a Controlling Officer of CryoCare Foundation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Every Director of CryoCare Foundation shall have the absolute right, upon request, at any reasonable time during business hours, to inspect and copy, and to make extracts of all books, records, and documents of any kind, and to inspect the physical premises of CryoCare Foundation.

The Board shall cause an annual report to be produced and distributed not later than the 15th of May of each year, to all Cryopreservation Members of CryoCare Foundation. This report shall contain the following:

The annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certification of an authorized officer of CryoCare Foundation that such statements were prepared without independent audit of the books and records of CryoCare Foundation.

CryoCare Foundation shall mail or deliver to all members not later than the 15th of May of each year, a statement describing the amount and circumstances of any indemnifications or transactions to which CryoCare Foundation or its subsidiary was a party, and in which any Director or officer of CryoCare Foundation, or its subsidiary had a direct or indirect material financial interest.

This statement need only be provided with respect to a transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000) or which was one of a number of transactions with the same person involving, in the aggregate, more than fifty thousand dollars ($50,000).

Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the previous fiscal year to any Director or officer.

Any statement required by this section shall briefly describe the names of interested persons involved in such transactions, stating each person's relationship to CryoCare Foundation, the nature of such person's interest; provided, that, in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

The fiscal year of CryoCare Foundation shall begin on the 1st day of January and end on the last day of December of each year.


Upon the Cryopreservation, or transfer to CryoCare's custody, of a Patient, after paying the Cryopreservation service provider, the encapsulation fees of the long-term cryogenic interment provider, any transfer costs involved, and deducting its own fees including any extra-ordinary expenses, CryoCare shall transfer all remaining Cryopreservation Funding to IPCF. In no case shall this transfer take place any later than thirty (30) days after the beginning of long-term cryogenic interment or the receipt of the funds by CryoCare whichever occurs last.

Since each Member's cryopreservation funding is intended strictly for human cryopreservation, long-term cryogenic interment of human remains, or parts thereof, and possible restoration in the future, these funds MAY NOT be used for any other purpose, except as provided for by prior consent of the patient. However, the payment of yearly fees to each of CryoCare and IPCF for administration, is considered necessary to these purposes. In addition, once CryoCare has placed supplemental assets with IPCF, CryoCare may use these funds for the general benefit of its patients.

The removal or modification of Article 10 Section 2 requires unanimous consent of the Patient Directors of CryoCare Foundation and unanimous consent of the Directors of IPCF.


When a person becomes a Cryopreservation Member of CryoCare Foundation, he or she is asked to designate a person, group of people, corporation, or other entity as his or her Patient Advocate. It is also possible for a member to specify that an already existing Patient Advocate will be his' or her's also (after receiving the agreement of the Patient Advocate and any members for which it is already the Patient Advocate).

Until the member is cryopreserved his or her Patient Advocate is inactive with no rights and no responsibilities. After the human remains, or parts thereof, of the member are cryogenically interred, however, the Patient Advocate becomes active and shares with the Patient Directors of CryoCare Foundation the responsibility for the fate of those human remains, or parts thereof.

It is the responsibility of each member who forms a Patient Advocate to specify how the Patient Advocate should perpetuate itself.

If a Cryopreservation Member fails to designate a Patient Advocate, or if a Patient Advocate fails to perpetuate itself, the Patient Directors jointly become the Patient Advocate for the Patient or Patients in question.

If one or more participants in a Patient Advocate are Cryopreservation Members, the member may specify, at the time of formation of the Patient Advocate, which of them will be the Pro-Patient Voter after his or her cryopreservation.

It is the responsibility of each member who forms a Patient Advocate to specify how the Pro-Patient Voter will:


A Patient Advocate formed without any Pro-Member Voters will have no voting power after the member's cryopreservation unless and until, either one of its members becomes a Pro-Member Voter, or a Pro-Member Voter joins the Patient Advocate. The Patient Advocate will still have all the other rights enumerated in these Bylaws. When a Patient Advocate has no Pro-Patient Voter, its voting power is assigned jointly to the Patient Directors.

In order to form a Patient Advocate, a Cryopreservation Member must create and execute a detailed and comprehensive contract between, and acceptable to, the member, the participants in his or her Patient Advocate, CryoCare Foundation, and the Trustees of his individual Trust, if any. This contract should specify the sharing of rights and responsibilities for the Patient, and the control of his or her funding between the Patient Advocate and CryoCare Foundation. An example of such a contract which would be acceptable to CryoCare Foundation may be found in the Cryopreservation Member enrollment documentation.

Any Patient Advocate participant with a potential conflict of interest must reveal this to the CryoCare Foundation Board of Directors. Potential conflicts of interest include being Directors or officers, employees, or agents of any kind of any other organization offering human long-term cryogenic interment, or owning more than five percent (5%) of the stock of any such organization; or being a relative, close friend, or business associate of anyone who is a Director, officer, employee, or agent of any kind of any organization offering human long-term cryogenic interment.


Unless otherwise specified, whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the government mail system, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of CryoCare Foundation, and such notice shall be deemed to have been given on the day of such mailing.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation of CryoCare Foundation, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall properly replace proper notice.

Subject to any provision of law applicable to the amendment of these Bylaws, these Bylaws may be altered, amended, or repealed and new Bylaws adopted as follows:

of Pro-Member Voters of CryoCare Foundation to vote for Directors or to vote for amendment of the Articles of Incorporation shall be approved by a majority of the Pro-Member Voters of CryoCare Foundation or (b) the rights of Pro-Patient Voters shall need the approval of a majority of the Pro-Patient Voters.

If the Board of Directors votes to amend, delete, or insert any section of these Bylaws, the required majority shall be a simple majority, with two exceptions:



After CryoCare Foundation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to applicable Delaware Corporation Law, the corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles, nor the names and addresses of the first Directors of CryoCare Foundation or its initial agent, except to correct an error in such statement.

Allowed amendments to the Articles of Incorporation may be made by majority vote of the Pro-Member voters of CryoCare Foundation.

All Directors and Officers of CryoCare must have signed a witnessed Statement of Innocence in order to serve as Directors or Officers. The exact content of the Statement of Innocence shall be determined by the Board. The Statement of Innocence must at minimum certify that the candidate has never been convicted of an act of theft, fraud, extortion, forgery, murder, manslaughter or perjury. A supermajority (80%) of the Board of Directors may waive the requirement of a Statement of Innocence for a candidate if they believe the conviction was in error or that extenuating circumstances justified the act.

No member, Director, officer, employee, or other person connected with CryoCare Foundation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of CryoCare Foundation, provided, however, that this provision shall not prevent payment to any such person for reasonable compensation for services performed for CryoCare Foundation in effecting any of its purposes, provided that such compensation is otherwise permitted by the Bylaws and is fixed by resolution of the Board of Directors.

Further, upon the dissolution of CryoCare Foundation, the Board of Directors, shall, after paying or making provision for the payment of all of the liabilities of CryoCare Foundation, dispose of all of the assets of the CryoCare Foundation exclusively for the purposes of CryoCare Foundation in such manner, or to such organization or organizations as shall at the time qualify. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of CryoCare Foundation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine.