(805 ILCS 105/110.30) (from Ch. 32, par. 110.30)
Sec. 110.30. Articles of amendment.
(a) Except as
provided in Section 110.40 of this Act, the articles of
amendment shall be executed and filed in duplicate in
accordance with Section 101.10 of this Act and shall set
forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If the amendment was adopted pursuant to Section |
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(i) A statement that the amendment received the
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| affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or
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(ii) A statement that the amendment was adopted
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| by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act;
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(4) If the amendment was adopted pursuant to Section
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(i) A statement that the amendment was adopted at
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| a meeting of members entitled to vote by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation or the bylaws, and the date of the meeting; or
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(ii) A statement that the amendment was adopted
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| by members entitled to vote having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation, or the bylaws, in compliance with Section 107.10 of this Act.
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(5) If the amendment restates the articles of
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| incorporation, the amendment shall so state and shall set forth:
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(i) The text of the articles as restated;
(ii) The date of incorporation, the name under
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| which the corporation was incorporated, subsequent names, if any, that the corporation adopted pursuant to amendment of its articles of incorporation, and the effective date of any such amendments;
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(iii) The address of the registered office and
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| the name of the registered agent on the date of filing the restated articles.
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The articles as restated must include all the
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| information required by subsection (a) of Section 102.10 of this Act, except that the articles need not set forth the information required by paragraphs 3, 4 or 5 thereof. If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment.
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(6) If, pursuant to Section 110.35 of this Act, the
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| amendment is to become effective subsequent to the date on which the articles of amendment are filed, the date on which the amendment is to become effective.
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(7) If the amendment revives the articles of
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| incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth:
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(i) The date the period of duration expired under
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| the articles of incorporation;
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(ii) A statement that the period of duration will
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| be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended; and
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(iii) A statement that the corporation has been
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| in continuous operation since before the date of expiration of its original period of duration.
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(b) When the provisions of this Section have been complied with, the
Secretary of State shall file the articles of
amendment.
(Source: P.A. 96-649, eff. 1-1-10.)
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(805 ILCS 105/110.35) (from Ch. 32, par. 110.35)
Sec. 110.35.
Effect of amendment.
(a) The amendment shall become effective and the articles of
incorporation shall be deemed to be amended accordingly, as
of the later of:
(1) The filing of the articles of amendment by the |
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(2) The time established under the articles of
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| amendment, not to exceed 30 days after the filing of the articles of amendment by the Secretary of State.
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(b) If the amendment is made in accordance with the
provisions of Section 110.40 of this Act, upon the filing of the articles of amendment by the Secretary of State,
the amendment shall become effective and the articles of
incorporation shall be deemed to be amended accordingly,
without any action thereon by the directors or members of
the corporation and with the same effect as if the
amendments had been adopted by unanimous action of the
directors and members of the corporation.
(c) If the amendment restates the articles of
incorporation, such restated articles of incorporation
shall, upon such amendment becoming effective, supersede and
stand in lieu of the corporation's preexisting articles of
incorporation.
(d) If the amendment revives the articles of incorporation
and extends the period of corporate duration, upon the
filing of the articles of amendment by the
Secretary of
State, the amendment shall become effective and the
corporate existence shall be deemed to have continued
without interruption from the date of expiration of the
original period of duration, and the corporation shall stand
revived with such powers, duties and obligations as if its
period of duration had not expired; and all acts and
proceedings of its officers, directors and members, acting
or purporting to act as such, which would have been legal
and valid but for such expiration, shall stand ratified and
confirmed.
(e) No amendment of the articles of incorporation of a
corporation shall affect any existing cause of action in
favor of or against such corporation, or any pending suit in
which such corporation shall be a party, or the existing
rights of persons other than members; and, in the event the
corporate name shall be changed by amendment, no suit
brought by or against such corporation under its former name
shall be abated for that reason.
(Source: P.A. 92-33, eff. 7-1-01.)
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