Sen. Julie A. Morrison

Filed: 1/12/2021

 

 


 

 


 
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1
AMENDMENT TO HOUSE BILL 471

2    AMENDMENT NO. ______. Amend House Bill 471 by replacing
3everything after the enacting clause with the following:
 
4    "Section 5. The Business Corporation Act of 1983 is amended
5by changing Sections 7.05, 7.15, and 7.30 as follows:
 
6    (805 ILCS 5/7.05)  (from Ch. 32, par. 7.05)
7    Sec. 7.05. Meetings of shareholders.
8    (a) Meetings of shareholders may be held either within or
9without this State, as may be provided in the by-laws or in a
10resolution of the board of directors pursuant to authority
11granted in the by-laws. In the absence of any such provision,
12all meetings shall be held at the registered office of the
13corporation in this State. If, pursuant to the by-laws, the
14board of directors is authorized to determine the place of a
15meeting of shareholders, the board of directors may determine
16that the meeting shall not be held at any place, but may

 

 

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1instead be held solely by means of remote communication as
2authorized by subsection (c).
3    (b) An annual meeting of the shareholders shall be held at
4such time as may be provided in the by-laws or in a resolution
5of the board of directors pursuant to authority granted in the
6by-laws. Failure to hold the annual meeting at the designated
7time shall not work a forfeiture or dissolution of the
8corporation nor affect the validity of corporate action. If an
9annual meeting has not been held within the earlier of six
10months after the end of the corporation's fiscal year or
11fifteen months after its last annual meeting and if, after a
12request in writing directed to the president of the
13corporation, a notice of meeting is not given within 60 days of
14such request, then any shareholder entitled to vote at an
15annual meeting may apply to the circuit court of the county in
16which the registered office or principal place of business of
17the corporation is located for an order directing that the
18meeting be held and fixing the time and place of the meeting.
19The court may issue such additional orders as may be necessary
20or appropriate for the holding of the meeting.
21    (c) Unless specifically prohibited by the articles of
22incorporation or by-laws, a corporation may allow shareholders
23to participate in and act at any meeting of the shareholders
24through the use of a conference telephone or interactive
25technology, including but not limited to electronic
26transmission, Internet usage, or remote communication.

 

 

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1However, the corporation shall implement reasonable measures
2to provide the shareholders a reasonable opportunity to
3participate in the meeting and to vote on matters submitted to
4the shareholders, including an opportunity to read or hear the
5proceedings of the meeting substantially concurrently with the
6proceedings. The corporation may implement reasonable measures
7to verify that each person deemed present and entitled to vote
8at the meeting by means of remote communication is a
9shareholder. , by means of which all persons participating in
10the meeting can communicate with each other.
11    (d) A shareholder entitled to vote at a meeting of the
12shareholders shall be permitted to attend the meeting at the
13designated place where space permits or by means of remote
14communication, as applicable, and subject to the corporation's
15by-laws and rules governing the conduct of the meeting and the
16power of the chairman to regulate the orderly conduct of the
17meeting. Participation in such meeting shall constitute
18attendance and presence in person at the meeting of the person
19or persons so participating.
20    (e) Special meetings of the shareholders may be called by
21the president, by the board of directors, by the holders of not
22less than one-fifth of all the outstanding shares entitled to
23vote on the matter for which the meeting is called or by such
24other officers or persons as may be provided in the articles of
25incorporation or the by-laws.
26(Source: P.A. 94-655, eff. 1-1-06.)
 

 

 

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1    (805 ILCS 5/7.15)  (from Ch. 32, par. 7.15)
2    Sec. 7.15. Notice of shareholders' meetings. Written
3notice stating the place, if any, day, and hour of the meeting,
4and the means of remote communication, if any, by which
5shareholders may be deemed to be present in person and vote at
6the meeting, and, in the case of a special meeting, the purpose
7or purposes for which the meeting is called, shall be delivered
8not less than 10 nor more than 60 days before the date of the
9meeting, or in the case of a merger, consolidation, share
10exchange, dissolution or sale, lease or exchange of assets not
11less than 20 nor more than 60 days before the date of the
12meeting, either personally or by mail, by or at the direction
13of the president, or the secretary, or the officer or persons
14calling the meeting, to each shareholder of record entitled to
15vote at such meeting. If mailed, such notice shall be deemed to
16be delivered when deposited in the United States mail addressed
17to the shareholder at his or her address as it appears on the
18records of the corporation, with postage thereon prepaid.
19(Source: P.A. 83-1025.)
 
20    (805 ILCS 5/7.30)  (from Ch. 32, par. 7.30)
21    Sec. 7.30. Voting lists. The officer or agent having charge
22of the transfer book for shares of a corporation shall make,
23within 20 days after the record date for a meeting of
24shareholders or 10 days before such meeting, whichever is

 

 

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1earlier, a complete list of the shareholders entitled to vote
2at such meeting, arranged in alphabetical order, with the
3address of and the number of shares held by each, which list,
4for a period of 10 days prior to such meeting, shall be kept on
5file at the registered office of the corporation and shall be
6subject to inspection by any shareholder, and to copying at the
7shareholder's expense, at the registered office of the
8corporation at any time during usual business hours or on a
9reasonably accessible electronic network, at the corporation's
10election. If the corporation determines to make the list
11available on an electronic network, the corporation may take
12reasonable steps to ensure that such information is available
13only to shareholders of the corporation. Such list shall also
14be produced and kept open at the time and place of the meeting,
15or on a reasonably accessible electronic network if the meeting
16will be held solely by means of remote communication, and shall
17be subject to the inspection of any shareholder during the
18whole time of the meeting. The original share ledger or
19transfer book, or a duplicate thereof kept in this State, shall
20be prima facie evidence as to who are the shareholders entitled
21to examine such list or share ledger or transfer book or to
22vote at any meeting of shareholders.
23    Failure to comply with the requirements of this Section
24shall not affect the validity of any action taken at such
25meeting.
26    An officer or agent having charge of the transfer books who

 

 

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1shall fail to prepare the list of shareholders, or keep the
2same on file for a period of 10 days, or produce and keep the
3same open for inspection at the meeting, as provided in this
4Section, shall be liable to any shareholder suffering damage on
5account of such failure, to the extent of such damage.
6(Source: P.A. 83-1025.)
 
7    Section 99. Effective date. This Act takes effect upon
8becoming law.".