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92nd General Assembly

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Public Act 92-0572

HB4947 Enrolled                                LRB9213347WHcs

    AN ACT concerning corporations.

    Be it enacted by the People of  the  State  of  Illinois,
represented in the General Assembly:

    Section 5.  The General Not For Profit Corporation Act of
1986 is amended by changing Section 101.80 as follows:

    (805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
    Sec.  101.80.  Definitions.   As used in this Act, unless
the context otherwise requires, the words and phrases defined
in this Section shall have the meanings set forth herein.
    (a)  "Anniversary" means that day each year  exactly  one
or more years after:
         (1)  The    date   of   filing   the   articles   of
    incorporation prescribed by Section 102.10 of  this  Act,
    in the case of a domestic corporation;
         (2)  The   date   of   filing  the  application  for
    authority prescribed by Section 113.15 of this Act in the
    case of a foreign corporation;
         (3)  The date of filing the statement of  acceptance
    prescribed  by Section 101.75 of this Act, in the case of
    a corporation electing to accept this Act; or
         (4)  The   date   of   filing   the   articles    of
    consolidation prescribed by Section 111.25 of this Act in
    the case of a consolidation.
    (b)  "Anniversary  month"  means  the  month in which the
anniversary of the corporation occurs.
    (c)  "Articles  of  incorporation"  means  the   original
articles   of   incorporation   including   the  articles  of
incorporation of a new corporation set forth in the  articles
of  consolidation  or set forth in a statement of election to
accept  this  Act,  and  all  amendments   thereto,   whether
evidenced  by  articles  of  amendment, articles of merger or
statement  of  correction   affecting   articles.    Restated
articles   of  incorporation  shall  supersede  the  original
articles of incorporation and all amendments thereto prior to
the effective  date  of  filing  the  articles  of  amendment
incorporating the restated articles of incorporation.  In the
case  of  a  corporation  created  by  a  Special  Act of the
Legislature, "Articles of incorporation"  means  the  special
charter and any amendments thereto made by Special Act of the
Legislature or pursuant to general laws.
    (d)  "Board  of  directors"  means  the  group of persons
vested with the management of the affairs of the  corporation
irrespective of the name by which such group is designated.
    (e)  "Bylaws"  means  the  code or codes of rules adopted
for the regulation  or  management  of  the  affairs  of  the
corporation  irrespective  of the name or names by which such
rules are designated.
    (f)  "Corporation"  or  "domestic  corporation"  means  a
domestic not-for-profit corporation subject to the provisions
of this Act, except a foreign corporation.
    (g)  "Delivered," for the purpose of determining  if  any
notice required by this Act is effective, means:
         (1)  Transferred or presented to someone in person;
         (2)  Deposited  in  the United States mail addressed
    to the person at his, her or its address as it appears on
    the  records  of   the   corporation,   with   sufficient
    first-class postage prepaid thereon; or
         (3)  Posted  at  such  place  and  in such manner or
    otherwise transmitted to the person's premises as may  be
    authorized and set forth in the articles of incorporation
    or the bylaws; or.
         (4)  Transmitted  by electronic means to the address
    that appears on the records of the corporation as may  be
    authorized and set forth in the articles of incorporation
    or the bylaws.
    (h)  "Foreign   corporation"   means   a   not-for-profit
corporation  as  defined  and  organized under the laws other
than the laws of this State, for a purpose  or  purposes  for
which a corporation may be organized under this Act.
    (i)  "Incorporator"  means  one  of  the  signers  of the
original articles of incorporation.
    (j)  "Insolvent" means that a corporation  is  unable  to
pay  its  debts as they become due in the usual course of the
conduct of its affairs.
    (k)  "Member" means a person or any organization, whether
not for profit or otherwise, having membership  rights  in  a
corporation in accordance with the provisions of its articles
of incorporation or bylaws.
    (l)  "Net  assets,"  for  the  purpose of determining the
authority of a corporation to make distributions, is equal to
the difference between the assets of the corporation and  the
liabilities of the corporation.
    (m)  "Not-for-profit  corporation"  means  a  corporation
subject  to  this Act and organized solely for one or more of
the purposes authorized by Section 103.05 of this Act.
    (n)  "Registered office" means that office maintained  by
the  corporation  in  this  State, the address of which is on
file in the office of the Secretary of State,  at  which  any
process, notice or demand required or permitted by law may be
served upon the registered agent of the corporation.
    (o)  "Special  charter"  means  the  charter granted to a
corporation created by special act of the Legislature whether
or not the term "charter" or "special  charter"  is  used  in
such special act.
    (p)  To   the   extent   permitted  in  the  articles  of
incorporation or  the  bylaws  of  the  corporation,  actions
required  to  be  "written",  to  be  "in  writing",  to have
"written consent", to have "written approval" and the like by
or of members, directors, or committee members shall  include
any  communication  transmitted  or  received  by  electronic
means.
(Source: P.A. 92-33, eff. 7-1-01.)

    Section  99.  Effective date.  This Act takes effect upon
becoming law.
    Passed in the General Assembly April 25, 2002.
    Approved June 26, 2002.
    Effective June 26, 2002.

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