that was founded by phyllis schlafly back in one thousand five and i was a longstanding director of the organization and a member currently a member still a member of the organization and what i challenge follow with my organization and they change the bylaws without notice to disenfranchise the membership it is a membership corporation i want to emphasize that that goes the other side stated that incorrectly in their bri t r o to enjoin the annual meeting of this organization so they were excluded me from the annual meeting because they had improperly removed me and they had changed the bylaws and i've gone over this again and again since then the only way to challenge a hostile takeover like this is to bring a motion for a collection area injunction to enjoin the meeting that's going to implement the improper bylaws k that the motion for a plenary junction is denied and then it's also the appeal is also proper because a lower court to a spot to impose attorneys fees on me and that's appealable as well and again this is it's a textbook challenge to a takeover it's unusual in federal court there's no question about it and i initially brought this case in state court and i actually sought a read man from the other side we moved it to federal week or so the only thing to do would be for the plaintive to bring a motion or a t r o in employment or injunction to block the annual meeting or have the annual me allow me to attend and use proper bylaws rather than improper wasilla can you achieve at this point when the meetings you sought to enjoin of already occurred that's an excellent point chief judge the the bylaws can be reverted back to where the membership has their rights and that is their irreparable harm and is continuing irreparable harm the lower court held that there was irreparable harm i have no remedy a not claiming damages and disenfranchisement of a director of membership is irreparable harm that lower court held that the other side concedes that in their brief and so i believe the data phase factors are satisfied and what i'm seeking is for this court to reverse the lower court's decision send it back down and then i would seek a reversion of the bylaws back to the traditional bylaws  participation by membership in this organization that restore their voting rights but let me tell you what was the specific reason that the district court gate for denying the motion for plimer injunction was it moot are not the rule on the merits of puzzling but what so i think is sort of follows up on the chief question what specific remedy do you seek and what remedy could we possibly grant you at this stage of the proceedings restaurant i would like to have the bylaws reverted back to what they were so rescind the improper changes to the bottle laws that were done without notice which disenfranchise the membership including myself so i like the bylaws changes rescinded that occurred in two thousand and seventeen and i would like the restoration of the block of directors including myself who were loyal to philip williams or dollar drop and so that remov replacement of us would like that person so that the state of the organizations restored to january of two thousand and seventeen and there's no harm to the organization i mean that's the other thing is puzzling about this there's no will the organizations continued operating over the course of the last  hen well it has but it will not profit will be of some disadvantage to have to in essence turn the clock back and do business over the course of the list you it's an excellent point chief judge but it's not they're not has attempted to draw that analogy because the courts one company involved in a church dispute but it's a nonprofit entity that has a congregation and there's no harm to the organisation to revert the change of directors that it occurred to revert the bylaws it's the money there is a memberships money it's a collection box for the membership and the membership or supporter of my side it's on can controvert in the record that the membership is on my side and was opposed to what this faction of directors did and they had a side deal markham selves that's uncontroverted in the resident good in the members readjust the membership of the board and make whatever changes you desire through voting chief judge ordinarily yes but they were disenfranchised so the pylons changes disenfranchise the membership and left them without rights and it one of the things they did was they they took out the use of robert's rules of order from the bylaws i mean who's ever heard of that so the bylaw robert's rules of order is there to protect the rights of the membership in a membership organization they took that out of the bylaws so the members have been left without the rights that they have in every other organization or robert's rules of order or some other parliamentary procedure applies so the members have been left without rights there's nothing they can do except to litigated in court through me to what extent and i almost hesitate to bring this up can we put out of our minds the i wouldn't call it parallel litigation the case is going to be heard by another panel in january i suppose we might say that that's neither here nor there was trying to who was at the philosopher john rawls in his book as theory of justice we operate behind a veil of ignorance as far as that case is concerned it's an unrelated case i mean i donated get the really is the and i'm careful about that i'm an attorney there really else i'd like to have you address the notice issue further if you could guess the eagle form a brief i believe says that not only did they give notice but it was twenty two days and my objection judge crosses not to the time period but it's to the substance of the notice and the notice artfully concealed what the takeover faction was really going to do so this is a joint appendix twenty eight a and the notice simply talks about removing three directors it does say that voting by proxy would be prohibited that's contrary to illinois law what it says nothing about changing the bylaws and it says nothing about adding directors so the notice was is that a volley of corporate law is it a violation of the bylaws of the entity both to judge if there's a violation of the byelaws which has standard procedures about giving notice of what the agenda is actually going to be and robert's rules of order has clear requirements that if you're going to have a meeting particularly an irregular meeting that there says you've got to go for specific notice about what the agenda is otherwise people wouldn't know whether to show up and think about you're going to have an irregular meeting of an organization which is what this was in january you've got to tell people what it is they know whether to show up counsel in your rebuttal you can continue on the same issue if you like that you can address the attorneys fees or you can reserve for morning your eyes may please the court i'd like to kind of bring it back to the data phase factors that judge ross relied on and denying the injunctive relief requested by appellant data phase does acknowledge that a preliminary injunction may be appropriate even where there is not a mathematical probability of success in other words there doesn't necessarily have to be a greater than fifty percent chance of success of success if the other factors weigh strongly in favor of relief that we have here we can set aside for a moment the fact that the emergency motion for t r o giving rise to this appeal was filed almost eight months after the meeting that caused all of the alleged harm other polling complained of in his motion these are eight he's raised a number of issues including notice the content of the notice including whether proxy voting was allowed and also relies on the illinois statute for removal and so i kind of like to take those in turn i believe mr schlafly admitted that he three minority directors would be removed but that was the order of business for the upcoming meeting so they had full notice that that was going to happen the proxy issue mr schlafly is repeatedly contended that he should have been able to vote by proxy illinois law and this is in the illinois nonprofit corporations act expressly forbids directors from acting by proxy on any matter there is no exception to that and now we have a bit of a disagreement as to which portion of that statute applies there is a section in section b that says in the case of a corporation with no members or with no members and titled to vote on directors a director may be removed by the affirmative vote of a majority of the directors than an office president and voting at the meeting of the board of directors at which a forum is present so eagle forum is an organization that pursuant to the bylaws bests all of the power of the organization and the directors members have only specifically identified hours and the only specifically identified power given to the members in the bylaws is their ability to vote on one at large director every other director and at the time of this meeting there were nine active directors every other director besides the at large director is elected by the other directors and by a lot of makes clear that any power that is not specifically given to the members is reserved for the directors now so maybe we can quibble about whether this is the sort of entity where members have a right to vote on directors because they don't at least as to the directors that the organization removed in january of two thousand and seventeen but even if that provision doesn't apply if you look further down in the statute in the case of a corporation with members and title the vote for directors no director may be removed except as follow and then it has you know the basically that you have to have a two thirds vote of the persons voting either in person or by proxy that's talking about when members can vote and vote by proxy directors may not vote by proxy as stated in the statute that i referenced earlier and they're not inconsistent it was the directors who vote for the removal of it it was a unanimous vote of six to zero with three members the three that were going to be removed did not appear at the meeting they were welcome to be at the meeting they opted not to they passed some they had  agenda item of removal of directors was there any other item on the agenda that required membership participation although there was not now in fact typically members have no right to attend the board meetings they have no right to vote on any matters voted on by the board in there and they have no right to any information about that including financial information mr safir has indicated he should have been given financial information all a former director doesn't get financial information because regular members do not get financial information but i do want to point to subsection four of the removal of director statute because i think it's critical and that section says that if a director is elected by a class of voting members and titled the vote directors or other electors that director may be removed only by the same class of members and titled the vote or the directors or electors which elected the director a bit of a mouthful but what that is saying is that if only directors were allowed to elect the director then only directors may vote to remove the director so this concept that somehow members should have had a vote and should have been able to vote by proxy is just not supported by illinois law if th bylaws give all powers to the directors unless otherwise specified so presumably the removal power goes to directors unless specified by statute here we've got a statute that applies that says that you know the folks that are able to vote on the directors of the same vote folks that are able to vote them out and no one else as to the issue of the bylaws amendment that also occurred at that hearing and we have an issue as to whether mr s suffered any harm from the changes to the by a law you hasn't identified how he was harmed but in any event the bylaws state that they may be wanted in his ability to participate i'm sorry wouldn't harm his ability to continue as a member of the bill certainly he was his removal certainly which but there's no issue that his removal was noticed up properly and that according to the statute he was properly removed after that he had absolutely no right to participate or to contribute amended the one that mr schlafly keeps relying on is the second one that requires when you know where there is an affirmative vote of two thirds of all the directors serving provided that notice of the proposed change the bylaws mailed to its director at least ten days in advance of the change they had removed the three minority directors properly as i just stated so they did have the unanimous vote of the entire board and they were perfectly entitled to amend the bylaws as they saw fit to give a notice of that notice required notice is not required for unanimous actions of the of the board it's only when there is a contested action of the board that that notice is require well yeah i mean it's the sort of thing where if you are complying with illinois law majority rules and in this case they had six of nine board members who wanted to remove these members from the board and the bylaws in illinois law allow them to do that providing there was adequate notice twenty days in advance which they gave the board members twenty two days as has been previously pointed out the other issue that mr schlafly takes issue with that happened at the january meeting is the fact that additional board members were added to the board on that day it's true that the notice didn't specifically state that additional board members would be added did it specifically state that three board minority board members would be removed and it stated that such other businesses make will be addressed and relies on robert's rules of order saying that that's not appropriate as actual meeting but although robert's rules of order which would have been affected least at the beginning of this meeting says that the only business to be handled at a special meeting is the business that's identified in the call of the meeting the rule goes on to say that this does not preclude the consideration of privilege motions or any subsidiary incidental are other motions that may arise in connection with the transaction of such business or conduct of the meeting obviously after removing three directors the business that arose was the need to replace the directors and the bylaws contemplate that directors may be replaced within the term schedule had a conference call with the parties on january twenty sixth two days before the meeting was to take place during that call it became evident that there was a nearly identical motion filed by  schlafly were both members of a rival organization that they created called the list is a man american eagles and this was done while they were on the board so in any event the claims that mr schlafly isn't involved with that of the litigation are just not true prompter i don't believe that that is proper but he absolutely was not sanction for the conduct of other people he was sanctioned for a couple of things one his own conduct and filing multiple lawsuits and multiple forums for this what what appear to judge ross of the sole purpose of harassing the eagle forum including the new jersey lawsuit that he filed regarding a life insurance policy that clearly shows the only beneficiary the beneficiary as phyllis  fact that he judged fleiss a took her time out of her schedule to allow mr schlafly to appear in court and you argue against the january meeting he withdrew that after you know getting everybody to rush to get it heard and then he waited eight months eight months in which he could have done discovery of may discover request could have taken depositions could've gotten his case ready for trial and then in september on september eleventh four days before the  september board meeting was going to occur and before he evil council which is a go for him signature event he files a new emergency motion essentially just related getting everything that he brought up in january he so he waited these eight months and instead of getting his case ready so that he could prepare a meaningful case to his to the judge he just filed again for emergency relief when there was no emergency at that point he was already properly ousted from the board he had no right to be at that meeting he had no right to contest anything that was going to be done at that meeting and yes judgment process looked at that and found that that was inappropriate and done only for the purposes of harassment such the judge entered sanction and pursuant to the courts and their inherent authority to do so any other questions i see no thank you  record meant several other statements are nowhere in the record the records are actually very clear that they had a side deal to do this membership is against it and so on as i briefed in this case i voided duplications with other litigation and any suggestion to the contrary was incorrect and so at the january meeting there was another motion is brought by somebody else not by me in madison county to challenge the january meeting and then i called back in federal court because i didn't want to duplications i felt the judge would say well that madison county take care of it turns out they did not issue a substitute ruling on it so the issue remained on settled i had a motion to remain and pending which was not decided by the federal district court although until early september so i don't know how i could engage in discovery which by the way this court would not have allowed eventually i did request discovery in the district court has not allowed any discovery although to this day in this case so i was denied any right to discovery and still in this case but while i have a motion to remain pending i don't think it would have been appropriate for me to make discovery requests or bring a motion for lemon or injunction i honestly thought there was not federal jurisdiction over this below but in early september that's when the district judge ruled that there is federal jurisdiction that's when he denied the other side's motion to dismiss and very promptly within days that's when i brought my motion for a ruling on the limited area injunction so i've gone over in my mind again and again how i could have done this differently and i don't see any way i could have done it differently with this is what would be question chief judge of suing for injunctive relief so there was not i did not feel there was a seventy five thousand dollar amount in controversy and not soon forget images so i wasn't suing for more than seventy five thousand dollars there was diversity but it's for injunctive relief so i was baffled it was the other side that did this surprise removal to federal court i sued in state court and i was ready to proceed and right on the eve of the hearing they were moved this to federal court and i thought i was baffled by that because i wasn't suing for more than seventy five thousand dollars in a federal question jurisdiction here either but what it was the removal justification raised before the district court yes i moved to there were issues of control over those assets that that satisfied the seventy five thousand dollar amount of controversy to establish federal jurisdiction and i'm not challenge you know so he held it but he did not hold that until early when i've done something wrong or i i made a mistake or or if my client asked me to stop and i did it and looking back on his mistake and i'm happy to accept that but in all candor your honor i look back at this i don't see any any other way to do it and i think the district court because it is an unusual case because there is some politics in it and it's certainly not the type of case usually see in federal court that he somehow misinterpreted what i was doing when in fact i was doing the only thing i could do to shap to oppose a hostile takeover of this membership or peroration again back to what is the federal question involved here what is the federal what's the bases of federal jurisdiction it's an excellent question churchwoman it's the district court held that because there's more than seventy five thousand dollars in assets in eagle forum and because the issues implicated the control of eagle forum that th argument which you provided to the court this morning the briefing which you submitted will take the case under advisement render decision problems possible