(805 ILCS 105/112.17) (from Ch. 32, par. 112.17)
Sec. 112.17.
Plan of distribution.
A plan providing for
the distribution of assets, not inconsistent with the
provisions of this Act, may be adopted by a corporation in
the process of dissolution and shall be adopted by a
corporation for the purpose of authorizing any transfer or
conveyance of assets for which this Act requires a plan of
distribution, in the following manner:
(a) Where there are members having voting rights on
dissolution, the board of directors shall adopt a resolution
recommending a plan of distribution and directing the
submission thereof to a vote at a meeting of members having
voting rights, which may be either an annual or a special
meeting. Written or printed notice setting forth the
proposed plan of distribution or a summary thereof shall be
delivered 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. Such plan of
distribution shall be adopted upon 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 member is
entitled to vote as a class in respect thereof, in which
event the proposed plan of distribution shall be adopted by
receiving the affirmative vote of at least two-thirds of the
votes of the class present and voted either in person or by
proxy. The articles of incorporation or the bylaws may
supersede the two-thirds vote requirement of this subsection
by specifying any smaller or larger vote requirement not
less than a majority of the votes which members entitled to
vote on such matters shall vote, either in person or by
proxy at a meeting at which there is a quorum.
(b) Where there are no members having voting rights, a plan
of distribution shall be adopted at a meeting of the board
of directors upon receiving the vote of a majority of the
directors in office.
(Source: P.A. 84-1423.)
|