SB1390 Engrossed LRB096 08993 AJO 19132 b

1     AN ACT concerning business.
 
2     Be it enacted by the People of the State of Illinois,
3 represented in the General Assembly:
 
4     Section 5. The General Not For Profit Corporation Act of
5 1986 is amended by changing Sections 101.80, 103.12, 107.10,
6 107.40, 107.50, 107.75, 108.05, 108.10, 108.35, 108.45,
7 108.60, 108.70, and 110.30 as follows:
 
8     (805 ILCS 105/101.80)  (from Ch. 32, par. 101.80)
9     Sec. 101.80. Definitions. As used in this Act, unless the
10 context otherwise requires, the words and phrases defined in
11 this Section shall have the meanings set forth herein.
12     (a) "Anniversary" means that day each year exactly one or
13 more years after:
14         (1) The date of filing the articles of incorporation
15     prescribed by Section 102.10 of this Act, in the case of a
16     domestic corporation;
17         (2) The date of filing the application for authority
18     prescribed by Section 113.15 of this Act in the case of a
19     foreign corporation;
20         (3) The date of filing the statement of acceptance
21     prescribed by Section 101.75 of this Act, in the case of a
22     corporation electing to accept this Act; or
23         (4) The date of filing the articles of consolidation

 

 

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1     prescribed by Section 111.25 of this Act in the case of a
2     consolidation.
3     (b) "Anniversary month" means the month in which the
4 anniversary of the corporation occurs.
5     (c) "Articles of incorporation" means the original
6 articles of incorporation including the articles of
7 incorporation of a new corporation set forth in the articles of
8 consolidation or set forth in a statement of election to accept
9 this Act, and all amendments thereto, whether evidenced by
10 articles of amendment, articles of merger or statement of
11 correction affecting articles. Restated articles of
12 incorporation shall supersede the original articles of
13 incorporation and all amendments thereto prior to the effective
14 date of filing the articles of amendment incorporating the
15 restated articles of incorporation. In the case of a
16 corporation created by a Special Act of the Legislature,
17 "Articles of incorporation" means the special charter and any
18 amendments thereto made by Special Act of the Legislature or
19 pursuant to general laws.
20     (d) "Board of directors" means the group of persons vested
21 with the management of the affairs of the corporation
22 irrespective of the name by which such group is designated.
23     (e) "Bylaws" means the code or codes of rules adopted for
24 the regulation or management of the affairs of the corporation
25 irrespective of the name or names by which such rules are
26 designated.

 

 

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1     (f) "Corporation" or "domestic corporation" means a
2 domestic not-for-profit corporation subject to the provisions
3 of this Act, except a foreign corporation.
4     (g) "Delivered," for the purpose of determining if any
5 notice required by this Act is effective, means:
6         (1) Transferred or presented to someone in person;
7         (2) Deposited in the United States mail addressed to
8     the person at his, her or its address as it appears on the
9     records of the corporation, with sufficient first-class
10     postage prepaid thereon;
11         (3) Posted at such place and in such manner or
12     otherwise transmitted to the person's premises as may be
13     authorized and set forth in the articles of incorporation
14     or the bylaws; or
15         (4) Transmitted by electronic means to the e-mail
16     address, facsimile number, or other appropriate contact
17     information appearing that appears on the records of the
18     corporation as may be authorized and set forth in the
19     articles of incorporation or the bylaws.
20     (h) "Foreign corporation" means a not-for-profit
21 corporation as defined and organized under the laws other than
22 the laws of this State, for a purpose or purposes for which a
23 corporation may be organized under this Act.
24     (i) "Incorporator" means one of the signers of the original
25 articles of incorporation.
26     (j) "Insolvent" means that a corporation is unable to pay

 

 

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1 its debts as they become due in the usual course of the conduct
2 of its affairs.
3     (k) "Member" means a person or any organization, whether
4 not for profit or otherwise, having membership rights in a
5 corporation in accordance with the provisions of its articles
6 of incorporation or bylaws.
7     (l) "Net assets," for the purpose of determining the
8 authority of a corporation to make distributions, is equal to
9 the difference between the assets of the corporation and the
10 liabilities of the corporation.
11     (m) "Not-for-profit corporation" means a corporation
12 subject to this Act and organized solely for one or more of the
13 purposes authorized by Section 103.05 of this Act.
14     (n) "Registered office" means that office maintained by the
15 corporation in this State, the address of which is on file in
16 the office of the Secretary of State, at which any process,
17 notice or demand required or permitted by law may be served
18 upon the registered agent of the corporation.
19     (o) "Special charter" means the charter granted to a
20 corporation created by special act of the Legislature whether
21 or not the term "charter" or "special charter" is used in such
22 special act.
23     (p) Unless otherwise prohibited by To the extent permitted
24 in the articles of incorporation or the bylaws of the
25 corporation, actions required to be "written", to be "in
26 writing", to have "written consent", to have "written approval"

 

 

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1 and the like by or of members, directors, or committee members
2 shall include any communication transmitted or received by
3 electronic means.
4 (Source: P.A. 92-33, eff. 7-1-01; 92-572, eff. 6-26-02.)
 
5     (805 ILCS 105/103.12)  (from Ch. 32, par. 103.12)
6     Sec. 103.12. Private foundations - Federal tax laws. In the
7 absence of an express provision to the contrary in its articles
8 of incorporation, a corporation, as defined in Section 509 of
9 the Internal Revenue Code of 1986, as may be amended from time
10 to time 1954, during the period it is a private foundation:
11     (a) Shall not engage in any act of self-dealing as defined
12 in Section 4941(d) thereof;
13     (b) Shall distribute its income for each taxable year at
14 such time and in such manner as not to become subject to the
15 tax on undistributed income imposed by Section 4942 thereof;
16     (c) Shall not retain any excess business holdings as
17 defined in Section 4943(c) thereof;
18     (d) Shall not make any investment in such manner as to
19 subject it to tax under Section 4944 thereof;
20     (e) Shall not make any taxable expenditure as defined in
21 Section 4945(d) thereof.
22 (Source: P.A. 84-1423.)
 
23     (805 ILCS 105/107.10)  (from Ch. 32, par. 107.10)
24     Sec. 107.10. Informal action by members entitled to vote.

 

 

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1 (a) Unless otherwise provided in the articles of incorporation
2 or the bylaws, any action required by this Act to be taken at
3 any annual or special meeting of the members entitled to vote,
4 or any other action which may be taken at a meeting of the
5 members entitled to vote, may be taken without a meeting in
6 writing by mail, e-mail, or any other electronic means pursuant
7 to which the action receives approval without a meeting and
8 without a vote, if a consent in writing, setting forth the
9 action so taken, shall be signed either: (i) by all of the
10 members entitled to vote with respect to the subject matter
11 thereof, or (ii) by the members having not less than the
12 minimum number of votes that would be necessary to authorize or
13 take such action at a meeting at which a quorum was all members
14 entitled to vote thereon were present and voting.
15     (b) Such informal action by If such consent is signed by
16 less than all of the members entitled to vote, then such
17 consent shall become effective only: (1) if, at least 5 days
18 prior to the effective date of such informal action consent, a
19 notice in writing of the proposed action is delivered to all of
20 the members entitled to vote with respect to the subject matter
21 thereof who have not voted , and (2) if, after the effective
22 date of such consent, prompt notice in writing of the taking of
23 the corporate action without a meeting is delivered to those
24 members entitled to vote who have not consented in writing.
25     (c) In the event that the action which is approved
26 consented to is such as would have required the filing of a

 

 

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1 certificate under any other Section of this Act if such action
2 had been voted on by the members at a meeting thereof, the
3 certificate filed under such other Section shall state, in lieu
4 of any statement required by such Section concerning any vote
5 of members, that an informal vote written consent has been
6 conducted given in accordance with the provisions of this
7 Section and that written notice has been delivered as provided
8 in this Section.
9 (Source: P.A. 84-1423.)
 
10     (805 ILCS 105/107.40)  (from Ch. 32, par. 107.40)
11     Sec. 107.40. Voting. (a) The right of the members, or any
12 class or classes of members, to vote may be limited, enlarged
13 or denied to the extent specified in the articles of
14 incorporation or the bylaws. Unless so limited, enlarged or
15 denied, each member, regardless of class, shall be entitled to
16 one vote on each matter submitted to a vote of members.
17     (b) The articles of incorporation or the bylaws may provide
18 that in all elections for directors every member entitled to
19 vote shall have the right to cumulate his or her vote and to
20 give one candidate a number of votes equal to his or her vote
21 multiplied by the number of directors to be elected, or to
22 distribute such votes on the same principle among as many
23 candidates as he or she shall think fit.
24     (c) If a corporation has no members or its members have no
25 right to vote with respect to a particular matter, the

 

 

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1 directors shall have the sole voting power with respect to such
2 matter.
3 (Source: P.A. 84-1423.)
 
4     (805 ILCS 105/107.50)  (from Ch. 32, par. 107.50)
5     Sec. 107.50. Proxies. A member entitled to vote may vote in
6 person or, unless the articles of incorporation or the bylaws
7 explicitly prohibit otherwise provide, by proxy executed in
8 writing by the member or by that member's duly authorized
9 attorney-in-fact. No proxy shall be valid after 11 months from
10 the date of its execution, unless otherwise provided in the
11 proxy. Unless otherwise prohibited by the articles of
12 incorporation or bylaws, the election of directors, officers,
13 or representatives by members may be conducted by mail, e-mail,
14 or any other electronic means as set forth in subsection (a) of
15 Section 107.10. Where directors or officers are to be elected
16 by members, the bylaws may provide that such elections may be
17 conducted by mail.
18 (Source: P.A. 84-1423.)
 
19     (805 ILCS 105/107.75)  (from Ch. 32, par. 107.75)
20     Sec. 107.75. Books and records.
21     (a) Each corporation shall keep correct and complete books
22 and records of account and shall also keep minutes of the
23 proceedings of its members, board of directors and committees
24 having any of the authority of the board of directors; and

 

 

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1 shall keep at its registered office or principal office a
2 record giving the names and addresses of its members entitled
3 to vote. Any voting member shall have the right to examine, in
4 person or by agent, at any reasonable time or times, the
5 corporation's books and records of account and minutes, and to
6 make extracts therefrom, but only for a proper purpose. In
7 order to exercise this right, a voting member must make written
8 demand upon the corporation, stating with particularity the
9 records sought to be examined and the purpose therefor. If the
10 corporation refuses examination, the voting member may file
11 suit in the circuit court of the county in which either the
12 registered agent or principal office of the corporation is
13 located to compel by mandamus or otherwise such examination as
14 may be proper. If a voting member seeks to examine books or
15 records of account the burden of proof is upon the voting
16 member to establish a proper purpose. If the purpose is to
17 examine minutes, the burden of proof is upon the corporation to
18 establish that the voting member does not have a proper
19 purpose. All books and records of a corporation may be
20 inspected by any member entitled to vote, or that member's
21 agent or attorney, for any proper purpose at any reasonable
22 time.
23     (b) A residential cooperative not-for-profit corporation
24 containing 50 or more single family units with individual unit
25 legal descriptions based upon a recorded plat of a subdivision
26 and located in a county with a population between 780,000 and

 

 

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1 3,000,000 shall keep an accurate and complete account of all
2 transfers of membership and shall, on a quarterly basis, record
3 all transfers of membership with the county clerk of the county
4 in which the residential cooperative is located. Additionally,
5 a list of all transfers of membership shall be available for
6 inspection by any member of the corporation.
7 (Source: P.A. 91-465, eff. 8-6-99.)
 
8     (805 ILCS 105/108.05)  (from Ch. 32, par. 108.05)
9     Sec. 108.05. Board of directors.
10     (a) Each corporation shall have a board of directors, and
11 except as provided in articles of incorporation, the affairs of
12 the corporation shall be managed by or under the direction of
13 the board of directors.
14     (b) The articles of incorporation or bylaws may prescribe
15 qualifications for directors. A director need not be a resident
16 of this State or a member of the corporation unless the
17 articles of incorporation or bylaws so prescribe. The articles
18 of incorporation or the bylaws may prescribe other
19 qualifications for directors.
20     (c) Unless otherwise provided in the articles of
21 incorporation or bylaws, the board of directors, by the
22 affirmative vote of a majority of the directors then in office,
23 shall have authority to establish reasonable compensation of
24 all directors for services to the corporation as directors,
25 officers or otherwise, notwithstanding the provisions of

 

 

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1 Section 108.60 of this Act.
2     (d) No director may act by proxy on any matter.
3 (Source: P.A. 95-368, eff. 8-23-07.)
 
4     (805 ILCS 105/108.10)  (from Ch. 32, par. 108.10)
5     Sec. 108.10. Number, election and resignation of
6 directors. (a) The board of directors of a corporation shall
7 consist of three or more directors. The number of directors
8 shall be fixed by the bylaws, except the number of initial
9 directors shall be fixed by the incorporators in the articles
10 of incorporation. In the absence of a bylaw fixing the number
11 of directors, the number shall be the same as that fixed in the
12 articles of incorporation. The number of directors may be
13 increased or decreased from time to time by amendment to the
14 bylaws.
15     (b) The bylaws may establish a variable range for the size
16 of the board by prescribing a minimum and maximum (which may
17 not be less than 3 or exceed the minimum by more than 5) number
18 of directors. If a variable range is established, unless the
19 bylaws otherwise provide, the number of directors may be fixed
20 or changed from time to time, within the minimum and maximum,
21 by the directors without further amendment to the bylaws.
22     (c) The terms of all directors expire at the next meeting
23 for the election of directors following their election unless
24 their terms are staggered under subsection (e). The term of a
25 director elected to fill a vacancy expires at the next annual

 

 

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1 meeting of the members entitled to vote at which his or her
2 predecessor's term would have expired or in accordance with
3 Section 108.30 of this Act. The term of a director elected as a
4 result of an increase in the number of directors expires at the
5 next annual meeting of members entitled to vote unless the term
6 is staggered under subsection (e).
7     (d) Despite the expiration of a director's term, he or she
8 continues to serve until the next meeting of members or
9 directors entitled to vote on directors at which directors are
10 elected. An amendment to the bylaws decreasing A decrease in
11 the number of directors or eliminating the position of a
12 director elected or appointed by persons or entities other than
13 the members may shorten the terms of incumbent directors;
14 provided, however, such amendment has been approved by the
15 party with the authority to elect or appoint such directors
16 does not shorten an incumbent director's term.
17     (e) The articles of incorporation or the bylaws may provide
18 that directors may be divided into classes and the terms of
19 office of several classes need not be uniform. Each director
20 shall hold office for the term for which he is elected and
21 until his successor shall have been elected and qualified.
22     (f) If the articles of incorporation or bylaws authorize
23 dividing the members into classes, the articles or bylaws may
24 also authorize the election of all or a specified number or
25 percentage of directors by one or more authorized classes of
26 members.

 

 

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1     (g) A director may resign at any time by written notice
2 delivered to the board of directors, its chairman, or to the
3 president or secretary of the corporation. A resignation is
4 effective when the notice is delivered unless the notice
5 specifies a future date. The pending vacancy may be filled
6 before the effective date, but the successor shall not take
7 office until the effective date.
8 (Source: P.A. 84-1423.)
 
9     (805 ILCS 105/108.35)  (from Ch. 32, par. 108.35)
10     Sec. 108.35. Removal of directors. (a) One or more of the
11 directors may be removed, with or without cause. In the case of
12 a corporation having a board of directors which is classified
13 in accordance with subsection 108.10(e) of this Act, no
14 director may be removed except for cause if the articles of
15 incorporation or the bylaws so provide.
16     (b) In the case of a corporation with no members or with no
17 members entitled to vote on directors, a director may be
18 removed by the affirmative vote of a majority of the directors
19 then in office present and voting at a meeting of the board of
20 directors at which a quorum is present.
21     (c) In the case of a corporation with members entitled to
22 vote for directors, no director may be removed, except as
23 follows:
24     (1) A director may be removed by the affirmative vote of
25 two-thirds of the votes present and voted, either in person or

 

 

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1 by proxy.
2     (2) No director shall be removed at a meeting of members
3 entitled to vote unless the written notice of such meeting is
4 delivered to all members entitled to vote on removal of
5 directors. Such notice shall state that a purpose of the
6 meeting is to vote upon the removal of one or more directors
7 named in the notice. Only the named director or directors may
8 be removed at such meeting.
9     (3) In the case of a corporation having cumulative voting,
10 if less than the entire board is to be removed, no director may
11 be removed, with or without cause, if the votes cast against
12 his or her removal would be sufficient to elect him or her if
13 then cumulatively voted at an election of the entire board of
14 directors.
15     (4) If a director is elected by a class of voting members
16 entitled to vote, directors or other electors, that director
17 may be removed only by the same class of members entitled to
18 vote, directors or electors which elected the director.
19     (d) The provisions of subsections (a), (b) and (c) shall
20 not preclude the Circuit Court from removing a director of the
21 corporation from office in a proceeding commenced either by the
22 corporation or by members entitled to vote holding at least 10
23 percent of the outstanding votes of any class if the court
24 finds (1) the director is engaged in fraudulent or dishonest
25 conduct or has grossly abused his or her position to the
26 detriment of the corporation, and (2) removal is in the best

 

 

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1 interest of the corporation. If the court removes a director,
2 it may bar the director from reelection for a period prescribed
3 by the court. If such a proceeding is commenced by a member
4 entitled to vote, such member shall make the corporation a
5 party defendant.
6 (Source: P.A. 84-1423.)
 
7     (805 ILCS 105/108.45)  (from Ch. 32, par. 108.45)
8     Sec. 108.45. Informal action by directors. (a) Unless
9 specifically prohibited by the articles of incorporation or
10 bylaws, any action required by this Act to be taken at a
11 meeting of the board of directors of a corporation, or any
12 other action which may be taken at a meeting of the board of
13 directors or a committee thereof, may be taken without a
14 meeting if a consent in writing, setting forth the action so
15 taken, shall be signed by all of the directors and all of any
16 nondirector committee members entitled to vote with respect to
17 the subject matter thereof, or by all the members of such
18 committee, as the case may be.
19     (b) The consent shall be evidenced by one or more written
20 approvals, each of which sets forth the action taken and
21 provides a written record of approval bears the signature of
22 one or more directors or committee members. All the approvals
23 evidencing the consent shall be delivered to the secretary to
24 be filed in the corporate records. The action taken shall be
25 effective when all the directors or the committee members, as

 

 

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1 the case may be, have approved the consent unless the consent
2 specifies a different effective date.
3     (c) Any such consent signed by all the directors or all the
4 committee members, as the case may be, shall have the same
5 effect as a unanimous vote and may be stated as such in any
6 document filed with the Secretary of State under this Act.
7 (Source: P.A. 84-1423.)
 
8     (805 ILCS 105/108.60)  (from Ch. 32, par. 108.60)
9     Sec. 108.60. Conflicting interest transactions. Director
10 conflict of interest.
11     (a) A contract or transaction between a corporation and one
12 or more of its members, directors, members of a designated
13 body, or officers or between a corporation and any other
14 corporation, partnership, association, or other entity in
15 which one or more of its directors, members of a designated
16 body, or officers are directors or officers, hold a similar
17 position, or have a financial interest, is not void or voidable
18 solely for that reason, or solely because the member, director,
19 member of a designated body, or officer is present at or
20 participates in the meeting of the board of directors or
21 committee having the authority of the board that authorizes the
22 contract or transaction, or solely because his, her, or their
23 votes are counted for that purpose, if:
24         (1) the material facts as to the relationship or
25     interest and as to the contract or transaction are

 

 

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1     disclosed or are known to the board of directors or
2     committee having the authority of the board and the board
3     or such committee in good faith authorizes the contract or
4     transaction by the affirmative votes of a majority of the
5     disinterested directors even though the disinterested
6     directors are less than a quorum;
7         (2) the material facts as to the relationship or
8     interest of the member, director, or officer and as to the
9     contract or transaction are disclosed or are known to the
10     members entitled to vote thereon, if any, and the contract
11     or transaction is specifically authorized, approved, or
12     ratified in good faith by vote of those members; or
13         (3) the contract or transaction is fair as to the
14     corporation as of the time it is authorized, approved, or
15     ratified by the board of directors or the members.
16     (b) Common or interested directors may be counted in
17 determining the presence of a quorum at a meeting of the board
18 or committee having the authority of the board that authorizes
19 a contract or transaction specified in subsection (a).
20     (c) This Section is applicable except as otherwise
21 restricted in the articles of incorporation or bylaws.
22 (a) If a transaction is fair to a corporation at the time it is
23 authorized, approved, or ratified, the fact that a director of
24 the corporation is directly or indirectly a party to the
25 transaction is not grounds for invalidating the transaction.
26     (b) In a proceeding contesting the validity of a

 

 

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1 transaction described in subsection (a), the person asserting
2 validity has the burden of proving fairness unless:
3     (1) The material facts of the transaction and the
4 director's interest or relationship were disclosed or known to
5 the board of directors or a committee consisting entirely of
6 directors and the board or committee authorized, approved or
7 ratified the transaction by the affirmative votes of a majority
8 of disinterested directors, even though the disinterested
9 directors be less than a quorum; or
10     (2) The material facts of the transaction and the
11 director's interest or relationship were disclosed or known to
12 the members entitled to vote, if any, and they authorized,
13 approved or ratified the transaction without counting the vote
14 of any member who is an interested director.
15     (c) The presence of the director, who is directly or
16 indirectly a party to the transaction described in subsection
17 (a), or a director who is otherwise not disinterested, may be
18 counted in determining whether a quorum is present but may not
19 be counted when the board of directors or a committee of the
20 board takes action on the transaction.
21     (d) For purposes of this Section, a director is
22 "indirectly" a party to a transaction if the other party to the
23 transaction is an entity in which the director has a material
24 financial interest or of which the director is an officer,
25 director or general partner.
26 (Source: P.A. 84-1423.)
 

 

 

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1     (805 ILCS 105/108.70)  (from Ch. 32, par. 108.70)
2     Sec. 108.70. Limited Liability of directors, officers,
3 board members, and persons who serve without compensation.
4     (a) No director or officer serving without compensation,
5 other than reimbursement for actual expenses, of a corporation
6 organized under this Act or any predecessor Act and exempt, or
7 qualified for exemption, from taxation pursuant to Section
8 501(c) of the Internal Revenue Code of 1986, as amended, shall
9 be liable, and no cause of action may be brought, for damages
10 resulting from the exercise of judgment or discretion in
11 connection with the duties or responsibilities of such director
12 or officer unless the act or omission involved willful or
13 wanton conduct.
14     (b) No director of a corporation organized under this Act
15 or any predecessor Act for the purposes identified in items
16 (14), (19), (21) and (22) of subsection (a) of Section 103.05
17 of this Act, and exempt or qualified for exemption from
18 taxation pursuant to Section 501(c) of the Internal Revenue
19 Code of 1986, as amended, shall be liable, and no cause of
20 action may be brought for damages resulting from the exercise
21 of judgment or discretion in connection with the duties or
22 responsibilities of such director, unless: (1) such director
23 earns in excess of $25,000 $5,000 per year from his duties as
24 director, other than reimbursement for actual expenses; or (2)
25 the act or omission involved willful or wanton conduct.

 

 

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1     (b-5) Except for willful and wanton conduct, no volunteer
2 board member serving without compensation, other than
3 reimbursement for actual expenses, of a corporation organized
4 under this Act or any predecessor Act and exempt, or qualified
5 for exemption, from taxation pursuant to Section 501(c)(3) of
6 the Internal Revenue Code of 1986, as amended, shall be liable,
7 and no action may be brought, for damages resulting from any
8 action of the executive director concerning the false reporting
9 of or intentional tampering with financial records of the
10 organization, where the actions of the executive director
11 result in legal action.
12     This subsection (b-5) shall not apply to any action taken
13 by the Attorney General (i) in the exercise of his or her
14 common law or statutory power and duty to protect charitable
15 assets or (ii) in the exercise of his or her authority to
16 enforce the laws of this State that apply to trustees of a
17 charity, as that term is defined in the Charitable Trust Act
18 and the Solicitation for Charity Act.
19     (c) No person who, without compensation other than
20 reimbursement for actual expenses, renders service to or for a
21 corporation organized under this Act or any predecessor Act and
22 exempt or qualified for exemption from taxation pursuant to
23 Section 501(c)(3) of the Internal Revenue Code of 1986, as
24 amended, shall be liable, and no cause of action may be
25 brought, for damages resulting from an act or omission in
26 rendering such services, unless the act or omission involved

 

 

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1 willful or wanton conduct.
2     (d) (Blank).
3     (e) Nothing in this Section is intended to bar any cause of
4 action against the corporation or change the liability of the
5 corporation arising out of an act or omission of any director,
6 officer or person exempt from liability for negligence under
7 this Section.
8 (Source: P.A. 95-342, eff. 1-1-08.)
 
9     (805 ILCS 105/110.30)  (from Ch. 32, par. 110.30)
10     Sec. 110.30. Articles of amendment.
11     (a) Except as provided in Section 110.40 of this Act, the
12 articles of amendment shall be executed and filed in duplicate
13 in accordance with Section 101.10 of this Act and shall set
14 forth:
15         (1) The name of the corporation;
16         (2) The text of each amendment adopted;
17         (3) If the amendment was adopted pursuant to Section
18     110.15 of this Act:
19             (i) A statement that the amendment received the
20         affirmative vote of a majority of the directors in
21         office, at a meeting of the board of directors, and the
22         date of the meeting; or
23             (ii) A statement that the amendment was adopted by
24         written consent, signed by all the directors in office,
25         in compliance with Section 108.45 of this Act;

 

 

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1         (4) If the amendment was adopted pursuant to Section
2     110.20 of this Act:
3             (i) A statement that the amendment was adopted at a
4         meeting of members entitled to vote by the affirmative
5         vote of the members having not less than the minimum
6         number of votes necessary to adopt such amendment, as
7         provided by this Act, the articles of incorporation or
8         the bylaws, and the date of the meeting; or
9             (ii) A statement that the amendment was adopted by
10         written, electronic, or other acceptable means consent
11         signed by members entitled to vote having not less than
12         the minimum number of votes necessary to adopt such
13         amendment, as provided by this Act, the articles of
14         incorporation, or the bylaws, in compliance with
15         Section 107.10 of this Act.
16         (5) If the amendment restates the articles of
17     incorporation, the amendment shall so state and shall set
18     forth:
19             (i) The text of the articles as restated;
20             (ii) The date of incorporation, the name under
21         which the corporation was incorporated, subsequent
22         names, if any, that the corporation adopted pursuant to
23         amendment of its articles of incorporation, and the
24         effective date of any such amendments;
25             (iii) The address of the registered office and the
26         name of the registered agent on the date of filing the

 

 

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1         restated articles.
2             The articles as restated must include all the
3         information required by subsection (a) of Section
4         102.10 of this Act, except that the articles need not
5         set forth the information required by paragraphs 3, 4
6         or 5 thereof. If any provision of the articles of
7         incorporation is amended in connection with the
8         restatement, the articles of amendment shall clearly
9         identify such amendment.
10         (6) If, pursuant to Section 110.35 of this Act, the
11     amendment is to become effective subsequent to the date on
12     which the articles of amendment are filed, the date on
13     which the amendment is to become effective.
14         (7) If the amendment revives the articles of
15     incorporation and extends the period of corporate
16     duration, the amendment shall so state and shall set forth:
17             (i) The date the period of duration expired under
18         the articles of incorporation;
19             (ii) A statement that the period of duration will
20         be perpetual, or, if a limited duration is to be
21         provided, the date to which the period of duration is
22         to be extended; and
23             (iii) A statement that the corporation has been in
24         continuous operation since before the date of
25         expiration of its original period of duration.
26     (b) When the provisions of this Section have been complied

 

 

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1 with, the Secretary of State shall file the articles of
2 amendment.
3 (Source: P.A. 92-33, eff. 7-1-01.)

 

 

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1 INDEX
2 Statutes amended in order of appearance
3     805 ILCS 105/101.80 from Ch. 32, par. 101.80
4     805 ILCS 105/103.12 from Ch. 32, par. 103.12
5     805 ILCS 105/107.10 from Ch. 32, par. 107.10
6     805 ILCS 105/107.40 from Ch. 32, par. 107.40
7     805 ILCS 105/107.50 from Ch. 32, par. 107.50
8     805 ILCS 105/107.75 from Ch. 32, par. 107.75
9     805 ILCS 105/108.05 from Ch. 32, par. 108.05
10     805 ILCS 105/108.10 from Ch. 32, par. 108.10
11     805 ILCS 105/108.35 from Ch. 32, par. 108.35
12     805 ILCS 105/108.45 from Ch. 32, par. 108.45
13     805 ILCS 105/108.60 from Ch. 32, par. 108.60
14     805 ILCS 105/108.70 from Ch. 32, par. 108.70
15     805 ILCS 105/110.30 from Ch. 32, par. 110.30