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Norris v. S. Shore Chamber of Commerce

OPINION FILED JULY 13, 1981.

LINDBERGH NORRIS ET AL., PLAINTIFFS-APPELLANTS,

v.

SOUTH SHORE CHAMBER OF COMMERCE ET AL., DEFENDANTS-APPELLEES.



APPEAL from the Circuit Court of Cook County; the Hon. ALBERT S. PORTER, Judge, presiding.

MR. JUSTICE GOLDBERG DELIVERED THE OPINION OF THE COURT:

Rehearing denied August 10, 1981.

The South Shore Chamber of Commerce (Chamber) is an Illinois not-for-profit corporation. On November 19, 1980, the Chamber held an election of officers. A slate was presented to the electorate by the nominating committee. A different slate was nominated from the floor. The slate nominated from the floor won the election. The losing slate (plaintiffs) challenges the election, contending the bylaws of the Chamber preclude nominations from the floor. Plaintiffs' complaint prayed for a writ of quo warrantor and declaratory and injunctional relief. The successful slate (defendants) filed their answer to the complaint.

On February 10, 1981, the trial court heard the cause, and found no material factual controversy existed. The trial court dismissed the suit with prejudice. Plaintiffs appeal.

The pertinent portions of the bylaws of the Chamber provide:

Article IV, section 3:

"The officers shall be elected annually, by secret ballot, by a majority vote of the members present at a regular meeting in November or December of each year and installed at the regular meeting in January of the following year. The slate of new officers will be prepared by the Nominating Committee in October and in no event later than November 15 and published in the meeting notices for November or December, or both. The Nominating Committee will be comprised of three Past Presidents, provided they each be members in good standing * * *."

Article XII, section 1:

"The Robert's Rules of Order shall govern the procedure of meetings excepting where specifically in conflict with these Bylaws."

Section 45 of the Robert's Rules of Order in turn provides:

"Call by the chair for further nominations from the floor. After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor."

• 1 Determination of whether a contract or other legal document is or is not ambiguous is a question of law. (Terracom Development Group, Inc. v. Coleman Cable & Wire Co. (1977), 50 Ill. App.3d 739, 744, 365 N.E.2d 1028, and authorities there cited.) The parties hereto agree that the above language of the bylaws is unambiguous. We concur in this agreement.

As a result, it is our opinion that the intention of the parties as expressed in the above quoted bylaws must be determined solely from the language used without resort to extrinsic evidence. (Terracom Development Group, Inc., 50 Ill. App.3d 739, 744, and authorities there cited.) The parties disagree as to the interpretation of the bylaws above set forth.

Able counsel for plaintiffs urge strongly that the right of members of a not-for-profit corporation to vote for directors is not constitutionally protected. This principle is set forth in Harris v. Board of Directors (1977), 55 Ill. App.3d 392, 395, 370 N.E.2d 1121, which in turn cites Westlake Hospital Association v. Blix (1958), 13 Ill.2d 183, 148 N.E.2d 471, appeal dismissed (1958), 358 U.S. 43, 3 L.Ed.2d 43, 79 S.Ct. 44. However, the principle is not pertinent here. The dispositive issue before us is interpretation of the bylaws of the Chamber to determine whether or not ...


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