Sen. John J. Cullerton
Filed: 4/11/2005
 
 

 




 

 		












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AMENDMENT TO SENATE BILL 1251




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    AMENDMENT NO. ______. Amend Senate Bill 1251 by replacing 
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everything after the enacting clause with the following:

 
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    "Section 5. The Business Corporation Act of 1983 is amended  
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by changing Section 7.05 as follows:
 



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    (805 ILCS 5/7.05)  (from Ch. 32, par. 7.05)



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    Sec. 7.05. Meetings of shareholders. Meetings of 
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shareholders may be held either within or
without
this State, 
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as may be provided in the by-laws or in a resolution of the

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board of directors pursuant to authority granted in the 
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by-laws.  In the
absence of any such provision, all meetings 
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shall be held at the registered
office of the corporation in 
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this State.

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    An annual meeting of the shareholders shall be held at such 
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time as may
be provided in the by-laws or in a resolution of 
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the board of directors
pursuant to authority granted in the 
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by-laws.  Failure to hold the annual
meeting at the designated 
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time shall not work a forfeiture or dissolution
of the 
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corporation nor affect the validity of corporate action.  If an 
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annual
meeting has not been held within the earlier of six 
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months after the end
of the corporation's fiscal year or 
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fifteen months after its last annual
meeting and if, after a 
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request in writing directed to the president of
the 
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corporation, a notice of meeting is not given within 60 days of 
 


 






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such
request, then any shareholder entitled to vote at an 
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annual meeting may
apply to the circuit court of the county in 
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which the registered office
or principal place of business of 
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the corporation is located for an order
directing that the 
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meeting be held and fixing the time and place of the
meeting.  
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The court may issue such additional orders as may be necessary

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or appropriate for the holding of the meeting.

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    Unless specifically prohibited by the articles of 
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incorporation or by-laws,
a corporation may allow shareholders 
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to participate in and act at any meeting
of the shareholders

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through the use of a conference telephone or interactive 
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technology, including
but not limited to electronic 
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transmission, Internet usage, or remote
communication, by 
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means of which all persons participating in the meeting can

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communicate with each other.  A corporation shall honor a 
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request by a shareholder to be physically present at a meeting 
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of the shareholders, where space permits, and shall not exclude 
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a shareholder from being physically present at a meeting of 
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shareholders in an effort to censor, silence, or otherwise 
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curtail the shareholder from expressing dissent or otherwise 
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exercising his or her freedom of expression. Participation in 
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such meeting shall constitute
attendance and presence in person 
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at the meeting of the person or persons so
participating. Any 
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officer, agent, or corporation that does not honor the request 
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of a shareholder to be physically present at a meeting or in 
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any way excludes any shareholder from being physically present 
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at a meeting shall be liable to such shareholder, in a penalty 
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of up to 10% of the value of the shares owned by such 
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shareholder, in addition to any other damages or remedy 
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afforded him or her by law.


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    Special meetings of the shareholders may be called by the 
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president, by
the board of directors, by the holders of not 
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less than one-fifth of all
the outstanding shares entitled to 
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vote on the matter for which the meeting
is called or by such 
 


 






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other officers or persons as may be provided in the
articles of 
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incorporation or the by-laws.

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(Source: P.A. 92-771, eff. 8-6-02.)".