quote:

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> Counsel Responds to Bill's Question on How to Remove Sam Sloan as
> Director
>
> * Subject: FW: Removal of directors
> * From: "Bill Hall" <bhall@xxxxxxxxxxx>
> * Date: Wed, 2 Aug 2006 10:18:21 -0500
>
> Requested information ...
>
> Bill Hall
> Executive Director
> United States Chess Federation
> P.O. Box 3967
> Crossville, TN 38557-3967
> Phone: (931) 787-1234
> Fax: (931) 787-1200
>
> From: Michael Matsler [mailto:mmatsler@xxxxxxxxxxxxxxx]
> Sent: Wednesday, August 02, 2006 9:36 AM
> To: bhall@xxxxxxxxxxx
> Cc: mcrush@xxxxxxxxxxxxxxx
> Subject: Removal of directors
>
> Bill:
>
> As you requested, we have looked further into the issue regarding
> removal of directors. As an Illinois not for profit corporation, USCF
> is subject to that state's statutes and decisional law. Under
> Illinois law the by-laws of the corporation are viewed as the
> equivalent of a contract between its members and those chosen to
> manage the affairs of the entity, referred to as directors. The USCF
> by-laws as currently written do not provide directly for the expulsion
> or removal of a director or prospective director; the executive board
> may revoke membership after a hearing for cause upon thirty days'
> notice, or the ethics committee may expel a member. Illinois law
> further provides, however, that a director can be removed with or
> without cause, as follows:
>
> "In the case of a corporation with members entitled to vote for
> directors, no director may be removed, except as follows:
>
> (1) A director may be removed by the affirmative vote of
> two-thirds of the votes present and voted, either in person or by
> proxy.
>
> (2) No director shall be removed at a meeting of members entitled
> to vote unless the written notice of such meeting is delivered to all
> members entitled to vote on removal of directors. Such notice shall
> state that a purpose of the meeting is to vote upon the removal of one
> or more directors named in the notice. Only the named director or
> directors may be removed at such meeting."
>
> Please let us know if we can be of any further assistance. Note that
> in my absence due to vacation from 8/9 to 8/22 you can contact Maureen
> Crush or Shay Humphrey in our office.
>
> Michael Matsler