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Old June 5th 08, 03:02 PM posted to
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Default Filling Delegate Seats At the Annual Meeting--Illegal?

Probably. The by laws of the USCF provide for an Order list of delegate
names to be provided to Crossville prior to the annual meeting. The
order of that list goes by votes received from the state membership in
electing their delegates and alternate delegates. This complies with the
IL not for profit statute.
(805 ILCS 105/108.10) (from Ch. 32, par. 108.10)
Sec. 108.10. Number, election and resignation of directors. (a)
The board of directors of a corporation shall consist of three or more
directors. The number of directors shall be fixed by the bylaws, except
the number of initial directors shall be fixed by the incorporators in
the articles of incorporation. In the absence of a bylaw fixing the
number of directors, the number shall be the same as that fixed in the
articles of incorporation. The number of directors may be increased or
decreased from time to time by amendment to the bylaws.
(b) The bylaws may establish a variable range for the size of the
board by prescribing a minimum and maximum (which may not be less than 3
or exceed the minimum by more than 5) number of directors. If a variable
range is established, unless the bylaws otherwise provide, the number of
directors may be fixed or changed from time to time, within the minimum
and maximum, by the directors without further amendment to the bylaws.
(c) The terms of all directors expire at the next meeting for the
election of directors following their election unless their terms are
staggered under subsection (e). The term of a director elected to fill a
vacancy expires at the next annual meeting of the members entitled to
vote at which his or her predecessor's term would have expired or in
accordance with Section 108.30[involves vacancies caused by an increase
in the number of directors] of this Act. The term of a director elected
as a result of an increase in the number of directors expires at the
next annual meeting of members entitled to vote unless the term is
staggered under subsection (e).
(d) Despite the expiration of a director's term, he or she
continues to serve until the next meeting of members entitled to vote on
directors at which directors are elected. A decrease in the number of
directors does not shorten an incumbent director's term.
(e) The articles of incorporation or the bylaws may provide that
directors may be divided into classes and the terms of office of several
classes need not be uniform. Each director shall hold office for the
term for which he is elected and until his successor shall have been
elected and qualified.
(f) If the articles of incorporation or bylaws authorize dividing
the members into classes, the articles may also authorize the election
of all or a specified number or percentage of directors by one or more
authorized classes of members.
(g) A director may resign at any time by written notice delivered
to the board of directors, its chairman, or to the president or
secretary of the corporation. A resignation is effective when the notice
is delivered unless the notice specifies a future date. The pending
vacancy may be filled before the effective date, but the successor shall
not take office until the effective date.
(Source: P.A. 84‑1423.)

Note that the statute only provides for the election of directors
(delegates as called by the USCF) and not the appointment by anyone such
as is provided in the USCF by-laws. There is no provision in the IL
statute such as is found in other states providing for a vacancy to be
filled by selection of a majority of the directors, such appointment to
be effective for the remainder of the vacant term--NOT for one meeting
to vote as a director.

This makes sense as to allow what the USCF has been doing for years
leads to the ability of people at the annual meeting to fill vacancies
and pack the meeting, one meeting, with delegates supportive to those
who appointed them. This is not the governance scheme envisioned by the
IL statute.

As I read the statute, there is an ordered list for each state. If
nobody on that list show up, the state is effectively left with no
representation at the annual which, IMO, is as it should be. Members
should not run for delegate slots if they can't commit themselves to
attend the one meeting per year where they are charged with the duties
of corporate directors under the IL statute, that is, writing by-laws,
approving the annual budget and setting policy for the organization.

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