Dear Windy City Times:
In your online article dated Friday, March 23, in your reference to previous Gerber/Hart bylaws, you omitted Article XV, "Amendments," paragraph two. This paragraph reads: "The Board of Directors shall have the power to make, alter, amend or repeal the bylaws of this Corporation by a two-thirds vote of the entire Board at any regular or special meeting thereof..." We are puzzled as to why you did not include this information in the article.
Many charities throughout the United States are membership organizations without giving their members the right to vote for the board of directors. The American Cancer Society is one of them. This is a very common structure for charities, according to our attorney Paula Goedert.
Gerber/Hart Library and Archives values and respects its members, donors and supporters. If anyone is interested in becoming a member or renewing your membership, or supporting our work by donating to Gerber/Hart, please visit www.gerberhart.org .
Karen Sendziak and members of the Gerber/Hart Library and Archives board of directors
WCT reporter Kate Sosin responds:
It is true that the former version of the organization's bylaws include an amendment that allows board members to alter its bylaws.
This fact is clearly noted in our coverage:
"The 2000 bylaws stated: 'Each member shall be entitled to vote at the annual meeting in the election of the Board of Directors and at any meeting of the membership. Members shall also be eligible to vote to amend the bylaws of the corporation.'
"That document goes on to state that the board of directors may change the bylaws 'where notice of such proposed action has been announced in the notice of such meeting.'"
The article states that members report that no such meetings were announced. Windy City Times consulted with an attorney on these two clauses in particular. He confirmed that the Illinois Not For Profit Corporation Act requires that members who are eligible to vote on bylaws be allowed to do so, regardless of bylaws amendments. This is, in part, due to the fact that non-profit bylaws must remain consistent with Illinois laws.
It is possible still that Gerber/Hart's bylaws were changed legally. Windy City Times asked Sendziak to clarify how the bylaws were legally changed without member input.
She wrote: "We [the board of directors] spent time reviewing your additional questions and we believe that the responses provided to you on Tuesday, March 20, sufficiently answer all of your inquiries."