(205 ILCS 620/2-6.5)
(a) The business and affairs of a corporate fiduciary
be managed by its board of directors, which shall exercise its powers
in accordance with this Section.
(b) The directors shall be elected as provided in this Act. Any
elect a director or directors shall not impair any of the rights and
of the corporate fiduciary or of any person in any way interested.
existing directors shall hold office until their successors are elected
(c) Notwithstanding the provisions of any certificate of authority
heretofore or hereafter issued, the number of directors, not fewer than 5,
may be fixed from time to time by the stockholders at any meeting of the
stockholders called for the purpose of electing directors or changing
the number thereof by the affirmative vote of at least two-thirds of the
outstanding stock entitled to vote at the meeting, and the number so fixed
shall be the board regardless of vacancies until the number of directors
is thereafter changed by similar action.
(d) Except as otherwise provided in this subsection, directors shall
office until the next annual meeting of the stockholders succeeding their
election or until their successors are elected and qualify. If the board of
directors consists of 6 or more members, in lieu of electing the
of the whole board of directors annually, the by-laws of a corporate
may provide that the directors shall be divided into either 2 or 3 classes,
each class to be as nearly equal in number as is possible. The term of
of directors of the first class shall expire at the first annual meeting of the
stockholders after their election, that of the second class shall expire at the
second annual meeting after their election, and that of the third class, if
shall expire at the third annual meeting after their election. At each annual
meeting after classification, the number of directors equal to the number of
the class whose terms expire at the time of the meeting shall be elected to
hold office until the second succeeding annual meeting if there are 2
or until the third succeeding annual meeting if there are 3 classes.
may be filled by stockholders at a special meeting called for the purpose.
If authorized by the corporate fiduciary's by-laws or an amendment thereto,
the directors of a corporate fiduciary may properly fill a vacancy or
arising between stockholders' meetings, but at no time may the number of
directors selected to fill a vacancy in this manner during any interim period
between stockholders' meetings exceed one-third of the total membership
of the board of directors.
(e) The board of directors shall hold regular meetings at least once
each month, provided that, upon prior written approval by the
the board of directors may hold regular meetings less frequently than once
each month but at least once each calendar quarter. A special meeting of the
board of directors may be held as provided by the by-laws. A special
meeting of the board of directors may also be held as provided in Section 5-5
of this Act. A majority of the board of directors shall constitute a quorum
for the transaction of business unless a greater number is required by the
by-laws. The act of the majority of the directors present at a meeting
which a quorum is present shall be the act of the board of directors unless
the act of a greater number is required by the by-laws.
(f) A member of the board of directors shall be elected president. The
board of directors may appoint other officers, as the by-laws may provide,
and fix their salaries to carry on the business of the corporate fiduciary.
The board of directors may make and amend by-laws (not inconsistent with
this Act) for the government of the corporate fiduciary and may, by the
affirmative vote of a majority of the board of directors, establish
reasonable compensation of all directors for services to the
as directors, officers, or otherwise. An officer, whether elected or
by the board of directors or appointed pursuant to the by-laws, may be
removed by the board of directors at any time.
(g) The board of directors shall cause suitable books and records of
all the corporate fiduciary's transactions to be kept.
(h) The provisions of this Section do not apply to a corporate fiduciary
that is a trust department of a bank, savings bank, savings and loan
association, or foreign banking corporation issued a certificate of authority
pursuant to the Foreign Banking Office Act.
(Source: P.A. 92-485, eff. 8-23-01.)