One topic for discussion concerned the board practices/responsibilites with regards to member discipline, specifically the practices known as Personna Non-grata (PNG) and Banning and the lack of an appeals process. Some posted thoughts include:
Bill Fireside: hopes to see two committees set up (1) Disciplinary Hearings Committee and (2) Appeals Committee. I don't like to see the board having the power of police, judiciary and disciplinarian. As things stand right now, there is no hearing and no right of appeal.
Susan Gray: have certain 'responsibilities' that now lay entirely with the Board, being handled instead by committees consisting of both Board and non-Board members. Right now I am thinking of membership and disciplinary actions.
Wednesday, October 21, 2009
Amendments to IL NFP Law (effective 1/1/10)
The new law, which becomes effective on January 1, 2010, amends the General Not For Profit Corporation Act. Regarding the use of electronic means of communication, the bill:
* States explicitly that notices to members and directors may be delivered by electronic means to an email address, fax number, or other appropriate contact listed in the records of the corporation or approved by the organization’s articles of incorporation or bylaws.
* Allows members to act without a meeting by voting through mail, email, or other electronic means, where the old Act only permitted members to act without a meeting through the written consent of all members entitled to vote.
* Removes certain notice requirements associated with actions taken by the members through unanimous written consent.
* Provides that any action required to be “in writing”—by either the members or the board of directors—may be taken by electronic means, unless actions by electronic means are explicitly prohibited by a corporation’s articles of incorporation or bylaws.
Other changes to the General Not For Profit Corporation Act include:
* Clarification of a member’s right to inspect the books and records of the corporation for a “proper purpose.”
* An amendment that permits members to vote by proxy unless explicitly prohibited from doing so by the bylaws or articles of incorporation of the organization (note that this does not change the continuing prohibition on voting by proxy for directors).
* A change allowing members or directors to amend the bylaws to eliminate a director position on the board and shorten the terms of incumbent directors, provided that the amendment is approved by the members or directors who select directors.
* A slight modification to the provision that permits removal of directors for cause.
* An increase in the amount of annual compensation a director may earn—from $5,000 to $25,000—before he or she may be held personally liable for damages resulting from a cause of action against the corporation.
These changes represent one step in a national trend towards the overall modernization of nonprofit corporation statutes.
* States explicitly that notices to members and directors may be delivered by electronic means to an email address, fax number, or other appropriate contact listed in the records of the corporation or approved by the organization’s articles of incorporation or bylaws.
* Allows members to act without a meeting by voting through mail, email, or other electronic means, where the old Act only permitted members to act without a meeting through the written consent of all members entitled to vote.
* Removes certain notice requirements associated with actions taken by the members through unanimous written consent.
* Provides that any action required to be “in writing”—by either the members or the board of directors—may be taken by electronic means, unless actions by electronic means are explicitly prohibited by a corporation’s articles of incorporation or bylaws.
Other changes to the General Not For Profit Corporation Act include:
* Clarification of a member’s right to inspect the books and records of the corporation for a “proper purpose.”
* An amendment that permits members to vote by proxy unless explicitly prohibited from doing so by the bylaws or articles of incorporation of the organization (note that this does not change the continuing prohibition on voting by proxy for directors).
* A change allowing members or directors to amend the bylaws to eliminate a director position on the board and shorten the terms of incumbent directors, provided that the amendment is approved by the members or directors who select directors.
* A slight modification to the provision that permits removal of directors for cause.
* An increase in the amount of annual compensation a director may earn—from $5,000 to $25,000—before he or she may be held personally liable for damages resulting from a cause of action against the corporation.
These changes represent one step in a national trend towards the overall modernization of nonprofit corporation statutes.
Subscribe to:
Posts (Atom)