June 24, 1975 To: Participants of The Stelle Group From: Walter Cox, Member Re: A Brief History On Friday, May 9, 1975, I met Jim Herr at the Stelle Industries, Inc. factory. Mr. Herr has acted in the past as an attorney for The Stelle Group. Jim Herr and I saw Jim Howery on our way to my home. Jim Howery stopped to talk to me, and he greeted Mr. Herr. Mr. Herr and I proceeded to my home, discussed the first amendment proposal which was submitted last month; then he agreed to draft that. proposal. On Saturday, May 10, 1975, I picked up the completed draft at Mr. Herr’s office in Pontiac, Illinois. Later that same day the twenty-two persons completed signing of the amendment proposal. No attempt was made to keep the proposal or the time of the forthcoming meeting a secret. On Monday, May 12, 1975, Dick Hellner took the signed draft to be xeroxed. Also on Monday, May 12, 1975, Jim Howery called Jim Herr. Jim Howery asked Mr. Herr about the procedure for amending the by-laws of The Stelle Group. Mr. Herr responded that he did not want to get involved in a dispute, as he knew parties on both sides. He informed Jim Howery that we had discussed the same subject on the preceding Friday and that notice of a special meeting would be sent out within a day or two relative to a proposed amendment dealing with a democratic referendum procedure. Jim Howery asked Mr. Herr whether or not it was legal for the majority to control a not-for-profit organization. Mr. Herr replied that the present structure of our by-laws allows majority control of anything. . . work hours, rental rates, etc. He further stated that the proposed. referendum procedure seemed democratic and fair to him. The trustees notice of a Special Meeting of The Stelle Group was distributed late on the evening of Monday, May 12, 1975. Also late that evening, Dick Hellner delivered to me the printed material dealing with our special meeting to be held on May 24, 1975. This material was distributed on May 13, 1975. Our letter of June 22, 1975, contains an error: it should read “two days after the referendum proposal was signed on May 10th.” After the Sunday, June 15, 1975, By-Law Amendment Committee Meeting when the trustees presented their proposal with changes, we decided it was time to determine whether or not a viable referendum procedure was likely to come out of the meetings. We decided to draft our proposal, present it at the next meeting, and call another special meeting if there was no demonstrated willingness to accept the basic tenets of the proposal. Based on our previous experience, we decided to prepare beforehand in order to be able to call such a meeting immediately. We attended the Sunday, June 22, 1975, By-Law Amendment Committee Meeting for the purpose of submitting our proposed amendment. The committee recessed at approximately 4 pm. Dick Hellner, Malcolm Carnahan, Al Davis, and myself agreed that there was no demonstrated willingness to accept the basic tenets of the proposal. We agreed to return to the meeting and inform the other committee members of our intention to call a special meeting. This was done. After this notice was given, the meeting adjourned. Dick Hellner and Malcolm Carnahan took the June 22, 1975, letter to The Stelle Group office and distributed same. At approximately 6 pm Malcolm Carnahan deposited the stamped envelopes containing notice of the meeting in the United States mail at the Post Office in Cabery, Illinois. Walter Cox
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