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 Post subject: Re: Directors, Bylaws, Best Practices- any attorneys?
PostPosted: Wed Mar 05, 2025 11:50 pm 

Joined: Mon Jan 27, 2014 3:52 am
Posts: 39
Thanks Mr. Opal. It is very worthwhile. The contributions of people like you to well managed groups are valuable and an example.


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 Post subject: Re: Directors, Bylaws, Best Practices- any attorneys?
PostPosted: Thu Mar 06, 2025 1:29 am 

Joined: Sat Mar 30, 2013 2:05 am
Posts: 131
Location: Glen Ellyn, IL
rea_reefwagon wrote:
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.


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 Post subject: Re: Directors, Bylaws, Best Practices- any attorneys?
PostPosted: Thu Mar 06, 2025 1:42 am 

Joined: Sat Mar 30, 2013 2:05 am
Posts: 131
Location: Glen Ellyn, IL
One more comment. State law "trumps" whatever may (or may not) be in a corporation's bylaws. For example, if state law provides that a dissenting director has the right to have his dissent memorialized in the organization's minutes, then that's the way it is. It doesn't matter what "Robert's Rules" say, or even what the bylaws say. The state law governs.


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 Post subject: Re: Directors, Bylaws, Best Practices- any attorneys?
PostPosted: Thu Mar 06, 2025 9:41 am 

Joined: Mon Jan 27, 2014 3:52 am
Posts: 39
The Illinois law is a little unclear to me on what happens if the secretary receives dissent after the meeting.


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 Post subject: Re: Directors, Bylaws, Best Practices- any attorneys?
PostPosted: Thu Mar 06, 2025 11:51 am 

Joined: Thu Oct 08, 2015 11:54 am
Posts: 1936
Location: New Franklin, OH
Assuming we're still talking about Illinois, it seems that dissent or abstention after the meeting can be entered into the minutes as the official record per the following:

105/108.65(b) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken is conclusively presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting or unless he or she files his or her written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent or abstention by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain does not apply to a director who voted in favor of such action.

The only other possible ambiguity is in the definition of "immediately".

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Eric Schlentner
Turner of Wrenches, Drawer of Things


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 Post subject: Re: Directors, Bylaws, Best Practices- any attorneys?
PostPosted: Thu Mar 06, 2025 2:14 pm 

Joined: Sat Mar 30, 2013 2:05 am
Posts: 131
Location: Glen Ellyn, IL
rea_reefwagon wrote:
The Illinois law is a little unclear to me on what happens if the secretary receives dissent after the meeting.


Actually, Illinois law is pretty clear on this point. See the text of ILCS 105/108.65(b) quoted in jayrod's note of earlier today.

The only real ambiguity is how this provision dovetails with other IL statutory provisions allowing electronic communications in lieu of "hard copies" (like "registered or certified mail"). My inclination would be to honor a timely dissent/abstention that's filed electronically. After all, the filing of a dissent/abstention doesn't affect the validity of the underlying action, and it can't change the outcome (since a dissent/abstention can't be filed by someone who voted in favor of the underlying action).


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 Post subject: Re: Directors, Bylaws, Best Practices- any attorneys?
PostPosted: Sun Mar 09, 2025 12:27 pm 

Joined: Mon Jan 27, 2014 3:52 am
Posts: 39
Thanks guys for your input.


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