myself and this is a long running issue of bengal over and now of a membership organization founded by my mother phyllis schlafly she built it for forty one years we got into the spring of two thousand and sixteen in the context was she then a doorstop trump there were some people on the board were very unhappy about that they proceeded to attempt to take over the organization attached my original petition a letter from phyllis schlafly asking those board members to resign as of bendix when he made a they refused to resign and they proceeded to try to take over and revamp the leadership of the organization but it's a membership organization a membership corporation and that's a special type of entity under illinois law both sides agree that illinois law lives here and when it's a membership corporation are different provisions in the statute which apply the bylaws have to be taken very seriously and standard take over actiq so of redoing the board changing the bylaws to hold necessarily work when the membership opposes what's being done by the board and that's the case here and it's in my verified petition that the membership was overwhelmingly opposed to what these few individuals on the board were doing  taking over the organization the procedural posture here on appeal is that the trial who are dismissed my complaint for failure to state a claim so on appeal the record is my verified petition i call a titian because was originally filed a fork in it was removed to federal court and that's the record on appeal the other side has tried to put into the case of a supplemental pendants a lot of things that are just not in my these directors to call a special board meeting not given notice of their intent to change the bylaws and then it removed myself and several other directors who are loyal to phyllis schlafly remove us from the board while prohibiting proxy voting and so in their notice they say no proxy voting will be allowed well there's a provision of the only statute that says if it's a membership corporation then you have to allow proxy voting there has to be a two thirds vote it's a higher threshold to remove directors they didn't do that so that's the central issue on appeal also how they changed the bylaws at that meeting without providing notice they removed robert's rules of order they did another change as well that disenfranchise membership some checking that as well and and i feel i did state a cause of action i feel it was legal error for the trial court to dismiss you know you were you representative of only members or were you and acting as an individual member to serve right that's an excellent question chief judge and i was representative of all the members in the caption here appendix seventeen  his official capacity as both a director and member of eagle form it was in a class action but i write in my caption i'm suing both as a director and as a member of the organization but then you can only be dismissed he said i'm taking the case expressly granted me leave to file for a policeman or injunction the annual meeting was coming up a week later when eagle form was going to revamp the board again and make all sorts of additional changes so i had a week there saw rather than waive my rights i immediately filed for injunctive relief to enjoin the annual meeting with respect to these issues and in a complete surprise to me the trial judge suicide bomb tech awarded attorney's fees against me for bringing that motion and i have no problem with attorneys fees where it's appropriate and i'm not claiming i'm perfect or anything but this the whole forever sense and i just don't see any other way to do that the meetings coming up the judge just accepted jurisdiction to assert my rights he gave me leave to move for him injunction to assert the trial judge's credit at that time it wasn't really clear how this was going to shake out later the madison county trial court ruled in my favor and held that that initial takeover meeting by these directors in two thousand sixteen was invalid and all actions at it are void so the attorney should be in your notice of appeal raising yet and i certainly intended to chief judge i was very careful about  that where would that be in the appendix here see notice of appeal to eighteen three at least that's the order in the end and i'm document number sixty three sixty three while it's true that the corporation did have members the bylaws are very clear that they have very little involvement in the governance of the eagle forum in fact the by law specifically stated that all powers of the organization shall be exercised by the board of directors the only power but the members have at least had out of the bylaws in effect and january th teen is to elect a single at large director from three nominees selected by the so turning to this proxy argument of which mr schlafly plans just initially illinois last fairly clear the different sections of the same statute should be viewed as a whole interpreted interpreted to give them harmonious effect as no members or with no members and titled vote on directors a director may be removed by the affirmative vote of a majority of the directors and office president and voting in a meeting for which a quorum is a president and we took the position that that section applies work because i mean the problem is some of the directors i mean there's at least one director i believe that the membership can actually vote on iraq that's that's correct and so you know we've taken the position the but it you know you look to the specific act that the corporation is attempting to affect but even if that that action doesn't apply it doesn't matter because even under section seed there is no requirement that directors be allowed to vote by proxy in fact that's directly entr it states in the case of a corporation with members and how to vote for directors no director may be removed except as follows a director may be removed by the affirmative two thirds of the votes present and voted either in person or by proxy now this section doesn't mandate that the corporation allow voting by proxy it's permissive and given the outright prohibition under eighty thousand eight  it simply doesn't apply to directors directors who may not vote by proxy on any matter and this is consistent with the rest of the statute if you look two subsection four which m conspicuously were talking about it states that if a director is elected by a class of voting members and titled to vote directors or other electors that director may be removed only by the same class of members and titled to vote directors or elect at that time could be elected by a vote of the membership only the membership can be in remove that director so we were dealing with three directors that were elected by the board of directors they could only be removed by directors and those directors were not allowed to be the vote by proxy so the subsection c forward shows that there are some situations where proxy voting would not be prohibited and that's when members are actually intitled vote to remove the director that's not the case here the other issue well there's another section that's relevant to the difference between how members are treated treated and how directors are treating that and that's one of the seven af it states that where the articles of incorporation or byelaws provide that a corporation will have no members or and this is the key part where a corporation under its bylaws has no members entitled to vote on a matter any provision of this act providing notice to the presence of or the vote consent her other action by members of the corporation shall be satisfied by the notice to the presence of or the vote and sent or other action of the directors of the corporation so repeatedly the statute treats directors and members differently and it's completely consistent that the that the illinois legislature would allow directors allow members to vote by proxy but not directors a nd issue with the his burden of proof because he didn't state that the vote was not unanimous and bylaws changes don't require a notice under under the uniform bylaws or unanimous action only where the action is contested is is notice required the unanimous vote but i'm reading from the violence unanimous vote of the board of directors or by the affirmative vote of two thirds of all of the rector's than serving provided notice of the proposed changes mailed to each director at least ten days in advance of the meeting there's two parts there and change the bylaws by unanimous vote or by the affirmative vote of two thirds if notice is mailed and it really factual basis for wide notice was inadequate of changing the bylaws because he doesn't allege that there was not unanimous act action on the part of the board his claim fails the nd issue we have as to the bylaws that that he has not waived by filing amended petition but the nd issue this bylaws issue the court dismissed that because the court found that he didn't plead sufficient facts to show that he was actually injured or how he was injured by the changing of the bylaws and when he so that wasn't a legal deficiency it was a factual deficiency and he did not reply in that case in fact that claim in fact he abandoned in favor of a breach of duty claim so i hear you on the on the st claim the proxy voting actually scaling back on your tolling argument based on acuity is that what you did is that the reason why you're doing it or i think that's accurate i mean obviously at the core of the bank has not corporation has members then it goes and talks about these conditions about proxy voting must be allowed when the corporation has members it's not if if the voter is a member they could have said that said if the voting person  some sometimes it's allowed sometimes it isn't directors of course are members too and if they're voting sometimes they can vote by proxy in an election that if it's one candidate they can't fold by now it gets confusing isn't there isn't there some ambiguity here because the way i read that the eff two thirds of the votes president voted is that it would apply when members are voting but not necessarily when directors are voting and other words and knowledge meant that in some cases proxy voting is allowed interpreted it to be a two thirds requirement now they argue outside of the record to say they had a six out of nine s on anywhere in the petitions arjen not rely on that but even they say that that two thirds requirement would be required to remove a directory many were removing directress or it's like an impeachment i mean we wanted to be hearty only wants to be difficult in a membership corporation they're supposed to be representing membership and the basic disconnect here is they think the board can do whatever it wants just finally on the bylaws which i attach to my petition if the grammar is clear that notice must be provided whether it's a unanimous vote of the directors who are present or a two thirds vote of all