| |
Illinois Compiled Statutes
Information maintained by the Legislative Reference Bureau Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide. Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.
() 805 ILCS 5/8.75
(805 ILCS 5/8.75) (from Ch. 32, par. 8.75)
Sec. 8.75. Indemnification of officers, directors, employees and agents;
insurance.
(a) A corporation may indemnify any person who was or is a party,
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he or she is or was a director, officer, employee
or agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation or, with respect to any criminal action or
proceeding, that the person had reasonable cause to believe that his or her
conduct was unlawful.
(b) A corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason
of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense
or settlement of such action or suit, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, provided that no
indemnification shall be made with respect to any claim, issue, or matter as to
which such person has been adjudged to have been liable to the corporation,
unless, and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court
shall deem proper.
(c) To the extent that a present or former director, officer or employee
of a corporation has been successful, on the merits or otherwise,
in the defense of any action, suit or proceeding referred to in
subsections (a) and (b), or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, if the person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation.
(d) Any indemnification under subsections (a), (b), or (c) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case, upon a determination that indemnification of the present or former
director, officer,
employee or agent is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in subsections (a), (b), or (c). Such
determination shall be made with respect to a person who is a director or
officer of the corporation at the time of the determination: (1) by the majority vote of the
directors who are not parties to such action, suit or
proceeding, even though less than a quorum, (2) by a committee of such
directors, even though less than a quorum, designated by a majority vote of such directors,
(3) if there are no such directors, or if such directors so
direct, by independent legal
counsel
in a written opinion, or (4) by the shareholders.
(e) Expenses (including attorney's fees) incurred by an officer or
director of the corporation in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay
such amount if it
shall ultimately be determined that such person is not
entitled to be indemnified
by the corporation as authorized in this Section.
Such expenses (including attorney's fees) incurred by former directors and
officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid on such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by or
granted under the other subsections of this Section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office. A right to
indemnification or to advancement of expenses arising under a provision of the articles of
incorporation or a by-law shall not be eliminated or impaired by an amendment to such provision
after the occurrence of the act or omission that is the subject of the civil, criminal, administrative
or investigative action, suit or proceeding for which indemnification or advancement of expenses
is sought, unless the provision in effect at the time of such act or omission explicitly authorizes
such elimination or impairment after such act or omission has occurred.
(g) A corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify such person against such liability under the
provisions of this Section.
(h) If a corporation indemnifies or advances expenses to a
director or officer under subsection (b) of this Section, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.
(i) For purposes of this Section, references to "the corporation" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed
in a merger which, if its separate existence had continued, would have had
the power and authority to indemnify its directors, officers, and employees
or agents, so that any person who was a director, officer, employee or agent
of such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the
same position under the provisions of this Section with respect to
the surviving corporation as such person would have with respect to such
merging corporation if its separate existence had continued.
(j) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by such director, officer,
employee, or agent with respect to an employee benefit plan, its participants,
or beneficiaries. A person who acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interest of the corporation" as referred
to in this Section.
(k) The indemnification and advancement of expenses provided by or granted
under this Section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of that person.
(l) The changes to this Section made by this amendatory Act of the 92nd
General Assembly apply only to actions commenced on or after the
effective date of this amendatory Act of the 92nd General Assembly.
(Source: P.A. 97-881, eff. 8-2-12.)
|
805 ILCS 5/8.85
(805 ILCS 5/8.85) (from Ch. 32, par. 8.85)
Sec. 8.85.
In discharging the duties of their respective positions,
the board of directors, committees of the board, individual directors and
individual officers may, in considering the best long term and short
term interests of the
corporation, consider the effects of any action (including without
limitation, action which may involve or relate to a change or potential
change in control of the corporation) upon employees, suppliers
and customers of the corporation or its subsidiaries, communities in
which offices or other
establishments of the corporation or its subsidiaries are located,
and all other pertinent factors.
(Source: P.A. 86-126.)
|
805 ILCS 5/Art. 9
(805 ILCS 5/Art. 9 heading)
ARTICLE 9.
DISTRIBUTIONS
|
805 ILCS 5/9.05
(805 ILCS 5/9.05) (from Ch. 32, par. 9.05)
Sec. 9.05. Power of corporation to acquire its own shares.
(a) A corporation may acquire its own shares, subject to limitations set
forth in Section 9.10 of this Act.
(b) If a corporation acquires its own shares after the effective date of
this amendatory Act of 1993, the shares constitute treasury shares
until cancelled as provided by subsection (d) of this Section.
(c) A corporation shall file a report under Section 14.25 of this
Act in the case of its acquisition of its own shares that occurs
either prior to January 1, 1991 or on or prior to the last day of the third
month immediately preceding the corporation's anniversary month in 1991. A
corporation shall file a report under Section 14.30 of this Act in the case
of its acquisition and cancellation of its own shares that occurs after
both December 31, 1990 and the last day of such third month. However, if the articles of incorporation provide that
the
number of authorized shares is reduced by an acquisition and cancellation
of shares, then the corporation shall, within 60 days after the date of
acquisition, execute and file in duplicate in accordance with Section 1.10 of
this Act, a statement of cancellation which sets forth:
(1) The name of the corporation.
(2) The aggregate number of shares which the | | corporation has authority to issue, itemized by classes and series, if any, within a class before giving effect to the cancellation.
|
|
(3) The aggregate number of issued shares, itemized
| | by classes and series, if any, within a class before giving effect to the cancellation.
|
|
(4) The number of shares cancelled, itemized by
| | classes and series, if any, within a class.
|
|
(5) The aggregate number of shares which the
| | corporation has the authority to issue, itemized by classes and series, if any, within a class after giving effect to the cancellation.
|
|
(6) The aggregate number of issued shares, itemized
| | by classes and series, if any, within a class, after giving effect to the cancellation.
|
|
(7) A statement, expressed in dollars, of the amount
| | of the paid-in capital of the corporation before giving effect to the cancellation.
|
|
(8) A statement, expressed in dollars, of the amount
| | of the paid-in capital of the corporation after giving effect to the cancellation.
|
|
Upon the filing of the statement of cancellation by the
Secretary of State, the paid-in
capital of the corporation shall be deemed to be reduced by that part of
the paid-in capital which was, at the time of the cancellation,
represented by the shares so cancelled, to the extent of the cost from the paid-in capital of the reacquired and cancelled shares or a lesser amount as may be elected by the corporation, and the statement of cancellation
shall operate as an amendment to the articles of incorporation so as to
reduce the number of authorized shares by the number of shares so cancelled.
(d) A corporation, by resolution of the board of directors, may cancel any
of its treasury shares. When cancelled, the shares shall constitute authorized
but unissued shares unless the articles of incorporation provide that the
shares shall not be reissued, in which case the number of authorized shares
shall be reduced by the number of shares cancelled.
(e) Until the report required by subsection (c) of this Section, or
the report required by Section 14.25 or Section 14.30 of this Act
reporting a reduction in paid-in capital, shall have been filed in
the office of the Secretary of State, the basis of the annual franchise tax
payable by the corporation shall not be reduced, provided, however, in no
event shall the annual franchise tax for any taxable year be reduced if
such report is not filed prior to the first day of the anniversary month
or, in the case of a corporation which has established an extended
filing month, the extended filing month of that taxable year and before
payment of its annual franchise tax.
(Source: P.A. 94-605, eff. 1-1-06.)
|
|
|
|