Are bylaw changes weakening the tollway board, and still keeping them ethical?

New Illinois tollway bylaws no longer include a process for the board to overturn a veto by the chairman.

The bylaws also omitted language that previously included “potential conflicts of interest” as something board directors should avoid.

A tollway spokesman said the changes do not weaken the board's power or its stance on conflicts of interest and are meant to avoid duplicating state laws.

Others questioned the changes, saying those sections of the bylaws are vague and have the potential to be misinterpreted. The bylaws passed in March with little fanfare but recently have come under scrutiny.

The revision takes out language stating that if a chairman disapproves of any rules, rates and regulations passed by the board, such a veto can be overturned by a two-thirds vote by directors.

“The bylaws appear to say that even if a unanimous board approves of something, the chairman can disapprove, and that kills it,” Naperville attorney Shawn Collins said. “What's the point of the board?”

Tollway spokesman Dan Rozek said even though it's no longer in the bylaws, the Illinois Toll Highway Act includes a provision that allows a chairman's veto to be overridden by a two-thirds vote.

“The bylaw changes did not remove the ability of board directors to override a veto by the board chairman,” Rozek said.

“It's certainly odd to me that it would be so different,” said Michael Belsky of the University of Chicago's Harris Public Policy Center, regarding new and old tollway bylaws.

“In 2014, there was a clear process on overriding the chairman's veto and it seems to be completely silent in the 2018 bylaws.”

The concern would be that a board member could become misinformed and fall under the impression they “can't veto any change, whether it's a toll increase or a decision on projects,” said Belsky, a former Highland Park mayor and executive director of Harris' Center for Municipal Finance.

At a November tollway meeting, Director and Chicago Heights Mayor David Gonzalez asked to clarify the chairman's and board's authority, saying the revised bylaws contained some vague phrasing.

Chairman Robert Schillerstrom responded that there was a provision for veto authority “which I've never exercised. The board has the right to overrule that.”

Another change in the bylaws removes the phrase “potential conflicts of interest” in a section defining what conflicts of interest are.

The bylaws go on to advise board directors to avoid and disclose conflicts.

The Daily Herald has published a series of stories about the tollway hiring politically connected individuals and contracting with a company that employs family members of Schillerstrom and the tollway chief engineer.

In all cases, the tollway said it had followed state law regarding hiring and preventing conflicts of interest.

Rozek said the alterations did not relax the tollway's existing conflict-of-interest policies. In fact, the agency enhanced its rules on conflicts to ensure consistency with state statutes, which do not mention “potential” conflicts, Rozek said.

Language was also added to require, rather than suggest, that board members consult with the tollway ethics officer on potential conflicts of interest, Rozek said.

A FOIA request from the Daily Herald for minutes of the ad hoc bylaw committee meetings was denied, with the tollway saying there were no records available.

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