Depending on the professionalism of a corporation, the directors may never even look at or have the reading comprehension to understand the bylaws or anything else. They may go to meetings and then mimic what was done before when they get on the board.

We (I) stole the presumption of assent/dissent language from the bylaws of the much more successful Pennsylvania Trolley Museum. A couple of years ago a then-director wanted his objection to an illegal resolution noted, another director pulled out his Robert's Rules book and said it wasn't allowed because it was not a role call vote so nobody was officially going to own their decision in the records. The resolution was suspend the bylaws and postpone the annual meeting indefinitely, passed 3-1-1. An attorney letter later fixed that issue. Then the bylaws committee was formed.

Dissent is not just the minority yay or nay votes, but the names of such directors getting to have their objections and names noted in the minutes to protect themselves.

It is awfully nice to have either volunteer counsel or an attorney on the board. Unfortunately, we have never had this. We are near a major metropolitan area, and it is almost impossible to get an attorney with a nonprofit focus to give these bylaws a read and write an opinion letter for any price. I don't think they want to deal with dorky railroad museums, or that is too small a job. Then there's a lot of flakes around doing biznissnstuff. I'm about to pull the trigger for $750 on a new guy after I waited for two weeks for the last one I consulted with to reply that she received my documents. And the big practice NGO advising group I called first didn't want to do it for twice as much.

The Illinois law is a little unclear to me on what happens if the secretary receives dissent after the meeting.