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Can a bank change its bylaws so that directors can attend meetings telephonically and take actions informally? – IBA Compliance Connection

Can a bank change its bylaws so that directors can attend meetings telephonically and take actions informally?

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Section 43 of the Illinois Banking Act authorizes boards to take informal action by written consent, and IDFPR Interpretive Letter 2002-08 (June 12, 2002) authorizes meetings by electronic means. 205 ILCS 5/43. Further, Section 5 of the Illinois Banking Act allows Illinois banks “[t]o make, alter, amend, and repeal bylaws, not inconsistent with its charter or with law, for the administration of the affairs of the bank. If this Act does not provide specific guidance in matters of corporate governance, the provisions of the Business Corporation Act of 1983 [805 ILCS 5/1.01 et seq.] may be used if so provided in the bylaws . . . .” 205 ILCS 5/5. With that said, the bank must make sure all members get materials before meetings, records and minutes to reflect attendance, and also meet at least annually in person.