(805 ILCS 105/111.20) (from Ch. 32, par. 111.20)
Sec. 111.20.
Merger or consolidation by directors and
members. Where a corporation has members entitled to vote
on mergers or consolidations, a plan thereof shall be
adopted in the following manner:
(a) The board of directors shall adopt a resolution
approving the plan and directing that it be submitted to a
vote at a meeting of members entitled to vote on mergers or
consolidations, which may be either an annual or a special
meeting.
(b) Written or printed notice setting forth the proposed
plan or a summary thereof shall be given to each member
entitled to vote at such meeting within the time and in the
manner provided in this Act for the giving of notice of
meetings of members. If such meeting be an annual meeting,
the proposed plan, or a summary as aforesaid, may be
included in the notice of such annual meeting.
(c) At such meeting, at which there is a quorum of members,
a vote of the members entitled to vote on the proposed plan
shall be taken. The proposed plan shall be adopted by
receiving the affirmative vote of at least two-thirds of the
votes present and voted either in person or by proxy, unless
any class of members is entitled to vote as a class in
respect thereof, in which event the proposed plan shall be
adopted by receiving the affirmative vote of at least 2/3
of the votes of the class present and voted either in
person or by proxy.
(d) The articles of incorporation or the bylaws of a
corporation may supersede the two-thirds vote requirement of
subsection (c) by specifying any smaller or larger vote
requirement not less than a majority of the votes which
members entitled to vote on such merger or consolidation
shall vote, either in person or by proxy, at a meeting at
which there is a quorum.
(Source: P.A. 84-1423.)
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