Rep. Will Guzzardi

Filed: 4/20/2015

 

 


 

 


 
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1
AMENDMENT TO HOUSE BILL 3830

2    AMENDMENT NO. ______. Amend House Bill 3830 by inserting
3after the title the following:
4    "WHEREAS, The purpose of this Act is to promote the growth
5and development of cooperative enterprises in the State of
6Illinois; and
7    WHEREAS, The General Assembly acknowledges that such
8democratically owned and controlled enterprises are based on
9the values of self-help, self-responsibility, democracy,
10equality, equity, and solidarity, believes that those values
11deserve the support of our statutes, and therefore seeks to
12modernize the laws governing cooperatives so that enterprises
13operating in this manner may more easily form, expand, create
14jobs, and strengthen our economy; therefore"; and
 
15by replacing everything after the enacting clause with the
16following:
 

 

 

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1    "Section 1. Short title. This Act may be cited as the
2Illinois Cooperative Act.
 
3    Section 5. Definitions. In this Act:
4    "Association" means any corporation organized under this
5Act.
6    "Board" means the board of directors of an association.
7    "Cooperative" means an association or a foreign
8association.
9    "Entity", except as otherwise provided, means a foreign
10association, a foreign or domestic corporation other than a
11cooperative, or a foreign or domestic limited liability
12company.
13    "Foreign association" means a corporation organized under
14the cooperative laws of another state or the District of
15Columbia or a foreign corporation that operates on a
16cooperative basis that is organized under the corporation laws
17of another state, the District of Columbia, or the United
18States.
19    "Marketing agreement" means an agreement, contract, or
20other arrangement between a cooperative and a member in which
21the member agrees to market all or a part of the products or
22produce produced by the member, or agrees to purchase all or a
23part of the member's requirements for inputs, services, or
24supplies.
25    "Member" means a patron of a cooperative who has been

 

 

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1qualified and accepted into membership in a cooperative.
2    "Membership stock" means any class of stock or other equity
3interest in a cooperative, continuous ownership of which is
4required for membership in the cooperative.
5    "Patron" means a person with whom a cooperative conducts
6business and has made an enforceable agreement to allocate and
7distribute a patronage dividend or per-unit retain allocation,
8in accordance with federal income tax law.
9    "Patronage stock" means any stock or other equity interest
10in a cooperative that was originally issued by the cooperative
11with respect to patronage transactions.
12    "Person" includes a natural person, partnership,
13corporation, cooperative, or other entity.
14    "Producer" means a person engaged in the production of
15agricultural products for the market.
 
16    Section 10. Purposes.
17    (a) An association may be organized under this Act for any
18lawful purpose permitted to corporations by the laws of this
19State, except any such purpose that is inconsistent with the
20provisions of this Act. This Section does not authorize any
21professional services otherwise prohibited by law.
22    (b) Associations are organized for the primary purpose of
23providing services to their members, under such members'
24democratic ownership and control.
25    (c) A municipal power agency organized under the Illinois

 

 

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1Municipal Code is not an association for the purposes of this
2Act.
 
3    Section 15. Powers of an association. An association
4incorporated under this Act shall have the following powers:
5        (1) It may make contracts, incur liabilities, and
6    borrow money; issue capital stock and other equity
7    interests and issue certificates therefor; acquire
8    property; and dispose of, mortgage, pledge, lease, or
9    otherwise use in any manner, any of its property, or any
10    interest in its property, wherever situated.
11        (2) It may invest its funds, lend money for its
12    purposes, and hold any property as security for repayment.
13        (3) It may act as the agent or representative of any
14    members or other patrons in any activities authorized by
15    this Act.
16        (4) It may conduct its business and affairs, have
17    offices, and exercise its power in the United States or in
18    any foreign country.
19        (5) It may establish reserves and invest these funds.
20        (6) It may buy, hold, and exercise all privileges of
21    ownership over such real or personal property as is
22    necessary, convenient, or incidental to the conduct of any
23    authorized business of the association.
24        (7) It may establish, secure, own, and develop patents,
25    trademarks, copyrights, service marks, and other

 

 

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1    intellectual property.
2        (8) Notwithstanding the provisions of the Uniform
3    Disposition of Unclaimed Property Act, it may effectuate
4    the forfeiture of any unclaimed stock or other equity
5    interests, dividends, and patronage allocations, for which
6    the owner cannot be found after a period of 3 years. Notice
7    of the existence of unclaimed stock or other equity
8    interests and a request for written acknowledgment from the
9    owner to the association shall be evidence of a bona fide
10    attempt to deliver the unclaimed stock or other equity
11    interests to the owner. If the notice is not acknowledged
12    within 30 days after the notice is sent or within the
13    period specified in the notice, if longer, all such
14    unclaimed stock or other equity interests specified in the
15    notice are forfeited and become the property of the
16    association.
17        (9) It may make donations for charitable, scientific,
18    educational, community development, or religious purposes,
19    and may use all or part of the funds forfeited to the
20    association under item (8) for these purposes.
21        (10) It may do everything necessary, suitable, or
22    proper for the accomplishment of any of the purposes
23    enumerated in this Section.
24    In addition it may exercise and possess all powers, rights,
25and privileges necessary or incidental to the purposes for
26which the association is organized or to the activities in

 

 

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1which it is engaged, and any other powers, rights, and
2privileges granted to corporations by the laws of this State,
3except as are inconsistent with the provisions of this Act.
 
4    Section 20. Use of words in name; prohibition.
5    (a) The name of any association organized under this Act
6shall include the word or abbreviation "cooperative," "coop,"
7"co-operative", "co-op", "association", or "assn.".
8    (b) No corporation or other person organized or applying to
9do business in this State shall use the word or abbreviation
10"cooperative," "coop," "co-operative," or "co-op" as a part of
11its corporate or other business name or title, unless at least
12one of the following applies:
13        (1) It is organized under this Act or has converted to
14    an association under this Act.
15        (2) It is organized and operating on a cooperative
16    basis under the General Not For Profit Corporation Act of
17    1986 or the Agricultural Co-Operative Act, or it is a
18    corporation organized and operating under the Business
19    Corporation Act of 1983 for the purpose of ownership or
20    administration of residential property on a cooperative
21    basis.
22        (3) It is a foreign corporation that is organized and
23    operating on a cooperative basis as permitted by the laws
24    under which it is organized that has complied with the
25    provisions of this Act.

 

 

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1        (4) It is organized and operating in accordance with
2    the cooperative laws of another state, the District of
3    Columbia, or the United States and has complied with the
4    provisions of this Act.
5        (5) It is a state or federally chartered credit union.
 
6    Section 22. Powers of Secretary of State. The Secretary of
7State shall have the power and authority reasonably necessary
8to administer this Act efficiently and to perform the duties
9therein imposed. The Secretary of State shall have the power to
10promulgate, amend, or repeal rules and regulations deemed
11necessary to efficiently administer this Act. The rules adopted
12by the Secretary of State under this Act shall be effective in
13the manner provided for in the Illinois Administrative
14Procedure Act.
 
15    Section 23. List of associations; exchange of information.
16The Secretary of State shall publish annual and daily lists of
17associations formed under this Act in the same manner as is
18provided in Section 1.25 of the Business Corporation Act of
191983.
 
20    Section 25. Number of incorporators; registered agent.
21    (a) Two or more individuals may form an association under
22this Act.
23    (b) An association shall have and maintain a registered

 

 

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1agent upon whom any process, notice, or demand against the
2association may be served. The agent shall be one of the
3following:
4        (1) A natural person who is a resident of this State.
5        (2) A domestic or foreign corporation, limited
6    liability company, limited partnership, limited liability
7    partnership, or association that has a business address in
8    this State and whose purpose permits it to act as a
9    registered agent. The agent shall meet the requirements of
10    Illinois law for an entity of the agent's type to transact
11    business or exercise privileges in this State.
 
12    Section 30. Articles of incorporation.
13    (a) The articles of incorporation of an association shall
14set forth all of the following:
15        (1) The name of the association and the address of its
16    principal place of business.
17        (2) The association's purposes, as permitted by this
18    Act. It is sufficient to state in the articles that the
19    association may engage in any activity within the purposes
20    for which associations may be organized under this Act.
21        (3) The address, including street and number, of the
22    association's initial registered office in this State and
23    the name of its initial registered agent at that office.
24        (4) The names and addresses of the incorporators.
25        (5) The number of directors to be elected at the first

 

 

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1    meeting of shareholders.
2        (6) Whether the association is organized with or
3    without capital stock and:
4            (A) if the association is organized without
5        capital stock, the articles shall set forth the rules
6        by which the property rights and interests of each
7        member are to be determined; and
8            (B) if the association is organized with capital
9        stock, the total amount of the stock which the
10        association is authorized to issue, the number and par
11        value of the shares, and dividend rights, if any; if
12        there is more than one class of stock, the articles
13        shall set forth a statement of the number of shares in
14        each class and a statement of the designations,
15        preferences, qualifications, limitations,
16        restrictions, and special or relative rights of the
17        shares in each class.
18        (7) If the association may issue shares of any
19    preferred or special class in series, the designation of
20    each series and a statement of the variations in the
21    relative rights and preferences of the different series, if
22    the same are fixed in the articles of incorporation, or a
23    statement of the authority vested in the board of directors
24    to establish series and determine the variations in the
25    relative rights and preferences of the different series.
26    (b) The articles may include additional provisions,

 

 

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1consistent with law, including provisions that are required or
2permitted to be set forth in the bylaws. The articles may also
3contain provisions relating to any Sections of this Act that
4give discretion to the association to modify default rules or
5to prohibit or permit certain actions, if and only if such
6provisions are included in the articles, including, but not
7limited to, subsection (e) of Section 40, subsection (g) of
8Section 95, paragraph (b)(2) of Section 170, and subsection (e)
9of Section 180.
10    (c) The articles shall be signed by the incorporators and
11filed with the Secretary of State in accordance with Section
1255. The legal existence of an association begins upon the
13filing of the articles and, unless the articles provide
14otherwise, its period of existence is perpetual.
 
15    Section 35. Amendment or restatement of articles.
16    (a) The articles of incorporation of an association may be
17altered or amended at any annual meeting of the association or
18at any special meeting called for that purpose, provided that
19the text of the proposed change, or a general description of
20the change, is contained in the notice of the meeting. An
21amendment shall first be approved by two-thirds of the
22directors and shall then be adopted by an affirmative vote of
2360% of the member votes cast on the amendment or, if the
24articles or bylaws provide or permit, by the affirmative vote
25of a greater majority or by the affirmative vote of a simple

 

 

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1majority of all member votes eligible to be cast on the
2amendment. Any association controlled directly and equally by
3members, without a board of directors, shall vote as members
4and need not first vote as directors.
5    (b) Amendments to the articles of incorporation, when so
6adopted, shall be filed in accordance with Section 55.
7    (c) The board of an association may adopt a restatement of
8the articles without a member vote if the restatement merely
9incorporates amendments previously approved by the board and
10adopted by the members. An association may, by action taken in
11the manner required for an amendment, adopt restated articles
12that contain amendments made at the time of the restatement.
13Restated articles shall state that they are restated, or
14restated and amended, if amendments are adopted with the
15restatement, and shall supersede the existing articles and
16amendments. Restated articles shall meet the requirements of
17Section 30, except that the names and addresses of the
18incorporators and initial directors may be omitted. A
19restatement of the articles shall be filed in the manner
20prescribed for an amendment of the articles.
21    (d) Except as provided in the articles of incorporation or
22bylaws, the board may adopt an amendment to the articles of
23incorporation without a member vote in any of the following
24cases:
25        (1) to change the principal place of business of the
26    association;

 

 

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1        (2) to designate and determine the rights and
2    restrictions of a series within a class of capital stock,
3    if permitted by the articles;
4        (3) to reduce the authorized number of shares of any
5    class or series of capital stock to any number down to and
6    including the number of the shares issued and outstanding,
7    and to assign the authorization for the number of shares so
8    reduced to another class or classes of capital stock
9    previously authorized;
10        (4) after a merger, consolidation, conversion,
11    division, or occurrence of any other contingent event
12    referred to in the articles of incorporation, to eliminate
13    from the articles any statement or provision pertaining
14    exclusively to the merger, consolidation, conversion,
15    division, or occurrence, and to make other changes required
16    by such elimination, but only after the deleted item has
17    been superseded in accordance with the articles of
18    incorporation or otherwise is no longer in effect.
 
19    Section 40. Voting on amendment.
20    (a)(1) Unless the board provides that division (a)(3) of
21this Section applies to an amendment to the articles of
22incorporation, a holder of stock other than membership stock or
23patronage stock who is affected by a proposed amendment to the
24articles shall be entitled to cast one vote on the amendment
25regardless of the par or stated value of the stock, the number

 

 

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1of shares, or the number of affected classes of stock held.
2    (2) A member holding stock affected by a proposed amendment
3may vote only as a member and shall not be entitled to vote or
4demand fair cash value as an affected stockholder.
5    (3) The board may provide that a stockholder otherwise
6entitled to vote under division (a)(1) of this Section shall
7instead be entitled to payment of fair cash value of the
8affected stock held by such stockholder in accordance with
9Section 170.
10    (b) For purposes of this Section, a holder of stock is
11affected as to any class of stock owned by the holder only if
12an amendment would expressly do any of the following:
13        (1) decrease the dividends to which that class may be
14    entitled or change the method by which the dividend rate on
15    that class is fixed;
16        (2) further restrict rights to transfer that class;
17        (3) give to another existing or any new class of stock
18    or equity interest not previously entitled thereto any
19    preference, as to dividends or upon dissolution, that is
20    higher than preferences of that class;
21        (4) change the par value of shares of that class or of
22    any other class having the same or higher preferences as to
23    dividends or upon dissolution;
24        (5) increase the number of authorized shares of any
25    class having a higher preference as to dividends or upon
26    dissolution; or

 

 

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1        (6) require or permit an exchange of shares of any
2    class with lower preferences as to dividends or upon
3    dissolution for shares of any other class with higher
4    preferences.
5    (c) If any proposed amendment will alter or change the
6powers, preferences, or special rights of one or more series of
7any class so as to affect them adversely, but shall not so
8affect the entire class, then only the shares of the series so
9affected by the amendment shall be considered a separate class
10for the purposes of subsection (b) of this Section.
11    (d) If stockholders are entitled to vote on an amendment,
12the amendment is adopted only if all of the following
13conditions are met:
14        (1) notice of the meeting, an exact copy of the
15    proposed amendment, and a ballot on the amendment have been
16    sent to each affected stockholder;
17        (2) approval by the members under Section 35; and
18        (3) approval by a simple majority of the affected
19    stockholders present and voting at a meeting of the
20    stockholders.
21    (e) This Section does not apply to stock issued prior to
22the effective date of this Act, unless the association adopts
23an amendment to its articles of incorporation making the stock
24subject to this Section.
 
25    Section 45. Evidence of incorporation.

 

 

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1    (a) A copy of the association's articles of incorporation
2or restated articles filed in the office of the Secretary of
3State, and certified by the Secretary of State, is conclusive
4evidence, except as against the State, that the association has
5been incorporated under the laws of this State; and a copy
6certified by the Secretary of State of any certificate of
7amendment or other certificate is prima-facie evidence of such
8amendment or of the facts stated in the certificate, and of the
9observance and performance of all antecedent conditions
10necessary to the action that the certificate purports to
11evidence.
12    (b) A copy of restated articles filed in the office of the
13Secretary of State, and certified by the Secretary of State,
14shall be accepted in this State and other jurisdictions in lieu
15of the original articles, amendments to the articles, and prior
16amended articles.
17    (c) The original or a copy of the record of minutes of the
18proceedings of the incorporators of an association, or of the
19proceedings or meetings of the members or any class of
20stockholders, or of the directors, or of any committee thereof,
21including any written consent, waiver, release, or agreement
22entered in such record or minutes, or the original or a copy of
23a statement that no specified proceeding was had or that no
24specified consent, waiver, release, or agreement exists,
25shall, when certified to be true by the secretary or an
26assistant secretary of an association, be received in the

 

 

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1courts as prima-facie evidence of the facts stated therein.
2Every meeting referred to in the certified original or copy is
3considered duly called and held, and all motions and
4resolutions adopted and proceedings had at the meeting are
5considered duly adopted and had, and all elections of directors
6and all elections or appointments of officers chosen at the
7meeting are considered valid, until the contrary is proved; and
8whenever a person who is not a member, patron, or stockholder
9of an association has acted in good faith in reliance upon any
10such certified original or copy, it is conclusive in that
11person's favor.
 
12    Section 50. Reinstatement of association.
13    (a) An association that has been dissolved in a manner
14other than for a voluntary dissolution as provided in Section
15180, or a judicial dissolution, may be reinstated by filing, on
16a form prescribed by the Secretary of State for the
17administration of this Act, an application for reinstatement,
18including the name and address of the association's registered
19agent, and by filing all reports and paying all fees, franchise
20taxes, penalties, and interest then due and theretofore
21becoming due.
22    (b) Upon reinstatement of an association's articles of
23incorporation, the rights, privileges, and franchises,
24including all real or personal property rights and credits and
25all contract and other rights, of the association existing at

 

 

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1the time that the dissolution became effective shall continue
2in effect as if the dissolution had not occurred; and the
3association shall again be entitled to exercise the rights,
4privileges, and franchises authorized by its articles.
 
5    Section 55. Filing articles; certificates of amendment;
6annual reports.
7    (a) For filing articles of incorporation or a certificate
8of amendment of articles or a certificate of merger,
9consolidation, division, dissolution, or reinstatement, an
10association organized under this Act shall pay to the Secretary
11of State the same fees required of corporations organized under
12the Business Corporation Act of 1983. In the case of a
13certificate of division, the filing fee shall be the same as
14for a certificate of merger or consolidation.
15    (b) Associations shall file the same annual reports and pay
16the same fees, franchise taxes, penalties, and interest
17required of corporations under the Business Corporation Act of
181983, except that if the association is organized without
19capital stock, the association shall report its paid-in capital
20as the total of its membership interests.
21    (c) When the articles of incorporation, or a certificate of
22amendment of articles, or a certificate of merger,
23consolidation, conversion, division, or dissolution is filed
24with the Secretary of State, the Secretary of State shall, if
25the articles or certificate complies with this Act, endorse

 

 

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1approval thereon, the date of filing, a file number, and make a
2legible copy thereof by any authorized method.
3    (d) All persons shall have the opportunity to acquire a
4copy of the articles and other certificates filed in the office
5of the Secretary of State, but no person dealing with the
6association shall be charged with constructive notice of the
7contents of any such articles or certificates by reason of the
8filing.
 
9    Section 60. Dividends; stock; security interest.
10    (a) An association may pay dividends annually on its
11capital stock at a rate not exceeding 8% of its par value for
12any year, but dividends may be cumulative. The realized net
13earnings of the cooperative, to the extent attributable to
14business done with or for its patrons, shall be allocated and
15distributed among patrons in proportion to their patronage and
16in such manner and at such time as to constitute patronage
17dividends or per-unit retain allocations within the meaning of
18federal income tax law.
19    (b) Notwithstanding subsection (a), the articles or bylaws
20may provide for any of the following:
21        (1) that eligibility for patronage dividends is
22    limited to members or to members in good standing;
23        (2) that the net earnings of the cooperative shall be
24    retained for the capital and development needs of the
25    cooperative and the improvement and extension of its

 

 

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1    services;
2        (3) that the number of allocation units of the
3    cooperative shall be limited in any reasonable and
4    equitable manner; or
5        (4) that patronage-sourced net operating losses of the
6    cooperative shall not be allocated to patrons but shall be
7    carried forward to offset patronage-sourced net earnings
8    of subsequent years.
9    (c) An association, at any time, may purchase its own
10common stock at par or book value as determined by the board.
11    (d) An association shall have a continued perfected
12security interest in its membership stock and patronage stock
13to secure payment of any indebtedness or other obligation of
14the holder or owner to the association. Notwithstanding
15Articles 8 and 9 of the Uniform Commercial Code, the security
16interest shall have priority over all other perfected security
17interests. Unless otherwise provided in the association's
18articles of incorporation or bylaws, or by contract, a member
19or other patron has no right to compel an association to offset
20its membership stock or patronage stock against any
21indebtedness or obligation owed to the association.
 
22    Section 62. Membership stock certificates; disclosure
23document.
24    (a) An association may issue, but is not required to issue,
25membership stock certificates, if it is organized with

 

 

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1membership stock. In the event that such certificates are
2issued, the certificates shall state the information required
3to be contained in the disclosure document described in
4subsection (c).
5    (b) If an association does not issue certificates, it shall
6issue a receipt or written advice of purchase to anyone
7purchasing a membership or membership share, or receiving a
8patronage share. No disclosure document need be provided to an
9existing member prior to the purchase of additional memberships
10or membership shares, or to a patron receiving patronage
11shares, if that member or patron has previously been provided
12with a disclosure document which is accurate and correct as of
13the date of the membership or share transaction.
14    (c) Except as provided in subsection (e), prior to issuing
15a membership or membership stock, an association shall provide
16the purchaser with a disclosure document. The disclosure
17document may be a prospectus, offering circular, brochure,
18specimen copy of the membership certificate, or similar
19document. The disclosure document shall contain the following
20information:
21        (1) A statement that the association is a cooperative
22    corporation.
23        (2) A statement that a copy of the association's
24    articles and bylaws are available at a specified internet
25    website, if the association has made them electronically
26    available, and that such documents will be furnished

 

 

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1    without charge to a member or prospective member upon
2    written request, and the address to which such a written
3    request is to be directed.
4        (3) A statement of the purchase price of a membership
5    or membership share, and if such purchase price is subject
6    to change, a statement of the process for making such
7    change.
8        (4) If there are restrictions imposed by the
9    association upon the transfer of membership, a statement to
10    that effect and the restrictions imposed on transfer.
11        (5) If the association may levy dues, assessments,
12    additional share purchases, or membership or transfer
13    fees, a statement to that effect and the conditions under
14    which the association may make such a levy.
15        (6) If the member is required to contribute services to
16    the association, a statement to that effect and the amount
17    and nature of the services to be contributed to the
18    association.
19        (7) Whether the membership is redeemable and the
20    conditions under which the membership may be redeemed at
21    the option of the association or the member.
22        (8) If the voting power or the proprietary interests of
23    the members is unequal, a statement to that effect and the
24    rule or rules by which the voting power and proprietary
25    rights are to be determined.
26        (9) In lieu of specifying verbatim in the disclosure

 

 

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1    document the restrictions on the transfer of a membership,
2    conditions of levy, amount and nature of services to be
3    contributed, conditions under which memberships are
4    redeemable, or the rules by which the voting power and
5    proprietary rights of members are to be determined, the
6    disclosure document may contain a statement that such
7    information will be provided free of charge to a member or
8    prospective member who requests it in writing. If the
9    disclosure document contains such a statement it shall also
10    set forth the address to which such a request is to be
11    directed.
12    (d) If the articles or bylaws are amended so that any
13statement required by subsection (a) on outstanding membership
14stock certificates is no longer accurate, the board may cancel
15the outstanding certificates and issue in their place new
16certificates conforming to the articles or bylaws as amended.
17    (e) When new membership stock certificates are issued in
18accordance with subsection (d), the board may order holders of
19outstanding certificates to surrender and exchange them for new
20certificates within a reasonable time fixed by the board. The
21board may further provide that the holder of the certificate to
22be surrendered shall not be entitled to exercise any of the
23rights of membership until the certificate is surrendered, but
24such rights shall be suspended only after notice of the order
25is given to the holder of the certificate and only until the
26certificate is surrendered.

 

 

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1    (f) If a transferee of a membership stock certificate has
2not previously been provided with a disclosure statement which
3is accurate and correct as of the date of registration of the
4transfer, then the association shall provide a disclosure
5document to the transferee upon registration with the
6association of the transfer of the certificate.
 
7    Section 65. Bylaws. An association shall adopt bylaws that
8are not inconsistent with this Act or the association's
9articles of incorporation. The bylaws may provide for any of
10the following:
11        (1) The time, place, and manner of calling and
12    conducting the association's meetings.
13        (2) The number of members constituting a quorum. If
14    voting by any method other than personal appearance is
15    used, members represented by a ballot may be counted in
16    computing a quorum only on those matters for which the
17    ballots were submitted.
18        (3) The right of members to vote by ballot delivered in
19    person, by mail, by electronic or telephonic transmittal,
20    or any combination of these, and the conditions, manner,
21    form, and effect of such votes.
22        (4) Subject to the provisions of Section 75, a method
23    of voting by members or delegates, and any limitations on
24    voting rights of any group or class of members or
25    delegates.

 

 

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1        (5) The number of directors constituting a quorum.
2        (6) The number, qualifications, compensation, duties,
3    and terms of office of directors and officers, and the time
4    of their election and the manner of giving notice of the
5    election.
6        (7) Penalties for violation of the bylaws.
7        (8) The amounts of entrance, organization, and
8    membership fees, if any, the manner of collecting them, and
9    the purposes for which they may be used, or the par value
10    and number of shares required for membership, if any.
11        (9) Any amount that each member is required to pay
12    annually or from time to time to carry on the business of
13    the association; any charge to be paid by each member for
14    services rendered by the association, and the time of
15    payment and the manner of collection of such charge; and
16    any marketing contract between the association and its
17    members that members may be required to sign.
18        (10) The number and qualifications of members of the
19    association and the conditions of membership or for
20    ownership of membership stock in the association.
21        (11) The time and manner of permitting members to
22    withdraw or the holders of membership stock to transfer
23    their stock; and the manner of assignment and transfer of
24    membership stock.
25        (12) The conditions upon which, and the time when, the
26    membership of any member ceases; and the suspension of the

 

 

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1    rights of a member who ceases to be eligible for membership
2    in the association.
3        (13) The manner and effect of the expulsion of a
4    member.
5        (14) In the event of the death or withdrawal of a
6    member or upon the expulsion of a member or the forfeiture
7    of membership, any of the following:
8            (A) the manner of determining the value of a
9        member's interest;
10            (B) provision for the purchase of a member's
11        interest by the association; or
12            (C) at the option of the association, provision for
13        such purchase at a price fixed by appraisal by the
14        board of directors of the association.
15        (15) Any other provision for any matter relative to the
16    control, regulation, operation, management, or government
17    of the association.
 
18    Section 70. Adoption, amendment, or repeal of bylaws.
19    (a) The initial bylaws may be adopted by the association's
20directors who are to serve until the first member meeting.
21After the initial bylaws are adopted, bylaws may be adopted and
22amended only by the members unless the articles or bylaws
23provide that the board, by a two-thirds vote of the entire
24board, may adopt or amend the bylaws or any specified bylaw.
25    (b) Any bylaw adopted or amended by the board shall be

 

 

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1reported at the next member meeting. Any bylaw adopted or
2amended by the board shall not conflict with the association's
3articles of incorporation or with this Act. Any bylaw is
4subject to amendment or repeal by the members at any time.
5    (c) Unless the bylaws provide otherwise, any bylaw may be
6adopted, amended, or repealed by a majority of the member votes
7cast on the adoption, amendment, or repeal.
 
8    Section 75. Members or delegates entitled to vote.
9    (a) A member entitled to vote shall have one vote, except
10that the articles or bylaws of the association may permit the
11following:
12        (1) voting by members in accordance with the amount of
13    business done with or through the association;
14        (2) voting by delegates, including a voting system that
15    provides any one or a combination of the following:
16            (A) that a delegate may cast only one vote;
17            (B) that a delegate may cast one vote for each
18        member represented by the delegate; or
19            (C) that another form of delegate voting may be
20        used.
21        (3) Voting by delegates or certain members on matters
22    that are to be submitted to a member vote.
23        (4) Voting by any combination of the methods set forth
24    in this subsection or any other method of voting set forth
25    in the bylaws, provided the association is controlled by

 

 

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1    the members.
2    (b) If the articles or bylaws provide that only delegates
3or certain members are entitled to vote on matters to be
4submitted to a member vote, "member" or "members", as used in
5this Act with respect to the right of a member to vote, voting
6procedure, the required proportion of member votes, actions
7that are required or permitted to be taken by members, and the
8number of members required for a quorum, means the delegates or
9other members entitled to vote. When voting is based on the
10amount of business done, provisions of this Act requiring a
11vote of the members are met if the required membership vote is
12satisfied based on the voting power of the members.
 
13    Section 80. Members; meetings.
14    (a) An association shall have 2 or more members. However,
15an association may have one member if that member is a
16cooperative that has 2 or more members.
17    (b) An association shall hold an annual meeting of its
18members. The board may call a special meeting of the members at
19any time. Any meeting of the members may be held at one time or
20in a series of meetings at one or more locations.
21    (c) Twenty per cent of the members entitled to vote may
22file with the board a petition stating any proper business to
23be brought before the association and demanding a special
24meeting at any time for consideration of such business. Upon
25compliance with this Section, the meeting shall be called by

 

 

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1the board.
2    (d) Notice of every meeting, together with a statement of
3the purpose of the meeting, shall be sent to each member who is
4entitled to vote at the meeting and any affected stockholder at
5the member's or stockholder's current address, as shown in the
6records of the association, at least 10 days prior to the
7meeting, in accordance with Section 85. The bylaws may provide
8that the notice be given by publication in a newspaper or
9newspapers of general circulation in the trade area of the
10association if notice to individual members and affected
11shareholders is impracticable.
 
12    Section 85. Methods of giving notice; waiver.
13    (a) Whenever notice is required by this Act to be given to
14any person, the notice may be given personally, by mail, or by
15electronic or telephonic transmittal. If mailed, the notice is
16given when it is deposited in the United States mail, with
17postage prepaid, addressed to the person at the person's
18address as it appears on the records of the association. If
19notice is sent by electronic or telephonic transmittal, notice
20is given when an electronic or telephonic confirmation of
21delivery is received by the association.
22    (b) A signed waiver is equivalent to personal notice to the
23person signing. The waiver may be signed at any time.
 
24    Section 90. Board of directors.

 

 

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1    (a) Except where this Act or an association's articles of
2incorporation or bylaws require that action be otherwise
3authorized or taken, all of the authority of an association
4shall be exercised by or under the direction of the board. The
5board shall consist of not less than 5 directors, elected by
6and from the members, unless (i) the number of members is less
7than 5, in which case, the number of directors may equal the
8number of members or (ii) the articles provide that members
9directly and equally control the association and that all
10director rights, responsibilities, and other requirements
11under this Act are assigned to each member, in which case there
12may be no elected board and all references to a board or
13directors in this Act apply instead to all members.
14    (b) The bylaws may provide that the membership of an
15association be divided into districts or other groupings and
16that the directors shall be elected according to such districts
17or groupings. In that case, the bylaws shall specify the number
18of directors to be elected and the manner of reapportioning or
19redistricting the membership.
20    (c) The bylaws may provide that one or more directors may
21be appointed by the other directors. The appointed directors
22need not be members of the association, but shall have the same
23powers, rights, and responsibilities as other directors. The
24appointed directors shall not number more than 20% of the
25entire number of directors.
26    (d) The bylaws may provide for an executive committee and

 

 

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1may allot to the executive committee any of the functions and
2powers of the board, subject to the general direction and
3control of the board.
4    (e) The association may provide a fair remuneration for the
5time actually spent by its officers and directors in its
6service, and for the services of the members of its executive
7committee.
8    (f) Unless the bylaws provide otherwise, when a vacancy on
9the board occurs other than by expiration of term, the
10remaining directors on the board, by a majority vote, may elect
11a director to fill the vacancy. If the bylaws provide for an
12election of directors by the members in a district or other
13grouping, the board may call a special meeting of the members
14in that district or group to fill the vacancy.
15    (g) A director may resign at any time by giving written
16notice to the board of directors, its chairman, or to the
17president or secretary of the association. A resignation is
18effective when the notice is given unless the notice specifies
19a future date. The pending vacancy may be filled before the
20effective date, but the successor shall not take office until
21the effective date.
 
22    Section 92. Officers.
23    (a) The officers of an association shall consist of a
24president, a secretary, a treasurer, and, if desired, a
25chairperson and one or more vice-chairpersons of the board, one

 

 

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1or more vice-presidents, and other officers and assistant
2officers as necessary. The officers shall be elected by the
3board. The chairperson and any vice-chairperson of the board
4shall be a director. Unless the association's articles of
5incorporation or bylaws provide otherwise, none of the other
6officers need be a director. Any 2 or more offices may be held
7by the same person, but no officer shall execute, acknowledge,
8or verify any instrument in more than one capacity if the
9instrument is required by law or by the articles or bylaws to
10be executed, acknowledged, or verified by 2 or more officers.
11Unless the articles or the bylaws provide otherwise, all
12officers shall be elected annually.
13    (b) All officers have the authority to perform, and shall
14perform, the duties as the bylaws provide, or as the board may
15determine in accordance with the bylaws.
 
16    Section 93. Removal of officers or directors.
17    (a) Unless the bylaws provide otherwise, a director may be
18removed, with or without cause, by a majority vote of all
19members at an annual or special meeting.
20    (b) If the bylaws provide for election of directors by the
21members in a district or other grouping, then the members
22residing in that district or belonging to the group may, by a
23majority vote at an annual or special meeting, remove the
24director representing such district or group.
25    (c) Any director or officer facing possible removal shall

 

 

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1be given fair notice of the proposed action in writing prior to
2a meeting and shall have an opportunity at the meeting to be
3heard in person or in writing.
 
4    Section 95. Indemnification.
5    (a) Subject to subsections (b) and (c) of this Section, an
6association may indemnify or agree to indemnify any person that
7was or is a party, or is threatened to be made a party, to any
8threatened, pending, or completed civil, criminal,
9administrative, or investigative action, suit, or proceeding,
10other than an action or suit by or in the right of the
11association, because the person is or was a director, officer,
12employee, agent, or volunteer of the association or is or was
13serving at the request of the association as a trustee,
14director, officer, employee, member, manager, agent, or
15volunteer of another association, entity, partnership, joint
16venture, trust, or other enterprise. The indemnification
17described in this subsection shall be for expenses, including
18attorney's fees, judgments, fines, and amounts paid in
19settlement actually and reasonably incurred by the person in
20connection with the action, suit, or proceeding described in
21this subsection.
22    (b) With respect to any noncriminal action or proceeding,
23the indemnification described in subsection (a) of this Section
24shall only be made if the person acted in good faith and in a
25manner the person reasonably believed to be in or not opposed

 

 

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1to the best interests of the association as described in
2subsection (d) of Section 100.
3    (c) With respect to any criminal action or proceeding, the
4indemnification described in subsection (a) of this Section
5shall only be made if the person acted in good faith and in a
6manner the person reasonably believed to be in or not opposed
7to the best interests of the association as described in
8subsection (d) of Section 100, and the person had no reasonable
9cause to believe the conduct was unlawful.
10    (d) For purposes of subsections (b) and (c) of this
11Section, the termination of any action, suit, or proceeding by
12judgment, order, settlement, or conviction or a plea of nolo
13contendere or its equivalent does not create, of itself, a
14presumption that the person did not act in good faith and in a
15manner the person reasonably believed to be in or not opposed
16to the best interests of the association or that the person had
17reasonable cause to believe that the conduct was unlawful.
18    (e) Subject to subsection (f) of this Section and provided
19the person acted in good faith and in a manner the person
20reasonably believed to be in or not opposed to the best
21interests of the association, an association may indemnify or
22agree to indemnify any person that was or is a party, or is
23threatened to be made a party, to any threatened, pending, or
24completed action or suit by or in the right of the association
25to procure a judgment in its favor, because the person is or
26was a director, officer, employee, agent, or volunteer of the

 

 

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1association or is or was serving at the request of the
2association as a trustee, director, officer, employee, member,
3manager, agent, or volunteer of another association, entity,
4partnership, joint venture, trust, or other enterprise. The
5indemnification described in this subsection shall be for
6expenses, including attorney's fees, actually and reasonably
7incurred by the person in connection with the defense or
8settlement of an action or suit described in this subsection.
9    (f) If a person is adjudged to be liable for negligence or
10misconduct in the performance of a duty to the association, the
11indemnification described in subsection (e) of this Section
12shall not exceed, for any claim, issue, or matter, the amount
13that the court in which the action or suit was brought
14determines, upon application, that despite the adjudication of
15liability and in view of all the circumstances of the case, the
16person fairly and reasonably is entitled to indemnity for
17expenses that the court in which the action or suit was brought
18considers proper.
19    (g) Notwithstanding subsections (a), (b), (c), (d), (e),
20and (f) of this Section, unless limited in the articles of
21incorporation, to the extent that a person has been successful
22on the merits in defense of any action, suit, or proceeding
23described in subsection (a), (b), (c), (d), (e), or (f) of this
24Section, the person shall be indemnified against expenses,
25including attorney's fees, actually and reasonably incurred in
26connection with that action, suit, or proceeding.

 

 

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1    (h) Unless ordered by a court or unless subsection (g) of
2this Section applies, the association shall make any
3indemnification under subsections (a), (b), (c), (d), (e), and
4(f) of this Section only as authorized in the specific case,
5upon a determination that indemnification of the person is
6proper in the circumstances because the person has met the
7applicable standard of conduct set forth in subsections (a),
8(b), (c), (d), (e), and (f) of this Section. This determination
9shall be made in any of the following manners:
10        (1) by a majority vote of a quorum consisting of
11    directors of the indemnifying association that were not and
12    are not parties to or threatened with the action, suit, or
13    proceeding described in subsections (a), (b), (c), (d),
14    (e), and (f) of this Section;
15        (2) whether or not a quorum as described in paragraph
16    (1) of this subsection is obtainable, and if a majority of
17    a quorum of disinterested directors so directs, in a
18    written opinion by independent legal counsel other than an
19    attorney or a firm of attorneys associated with that
20    attorney, that within the past 5 years has been retained by
21    or has performed services for the association or has
22    performed services for any person to be indemnified; or
23        (3) by the members.
24    (i) The association shall pay the expenses, including
25attorney's fees, incurred by the person in defending the
26action, suit, or proceeding described in subsection (a), (b),

 

 

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1(c), (d), (e), or (f) of this Section, unless either of the
2following applies:
3        (1) At the time of a person's act or omission that is
4    the subject of an action, suit, or proceeding described in
5    subsection (a), (b), (c), (d), (e), or (f) of this Section,
6    the articles or bylaws of the association state, by
7    specific reference to subsections (a), (b), (c), (d), (e),
8    and (f) of this Section, that subsections (a), (b), (c),
9    (d), (e), and (f) of this Section do not apply to the
10    association.
11        (2) The only liability asserted against a person in an
12    action, suit, or proceeding described in subsection (a),
13    (b), (c), (d), (e), or (f) of this Section is pursuant to
14    Section 110. Upon receipt of a request from a person, the
15    association may pay expenses, including attorney's fees,
16    incurred by a person in defending any action, suit, or
17    proceeding described in subsection (a), (b), (c), (d), (e),
18    or (f) of this Section as the expenses are incurred in
19    advance of the final disposition of the action, suit, or
20    proceeding, if the board authorizes this payment in the
21    specific case and upon receipt of an undertaking by or on
22    behalf of the person to repay the amount if it ultimately
23    is determined that the person is not entitled to be
24    indemnified by the association.
25    (j) Both of the following apply to the indemnification
26authorized by this Section:

 

 

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1        (1) It is not exclusive of and is in addition to any
2    other rights granted to a person seeking indemnification
3    pursuant to the articles or bylaws of the association, any
4    agreement, a vote of members or disinterested directors of
5    the association, or otherwise, for action taken in the
6    person's official capacity and action taken in another
7    capacity while holding their office or position.
8        (2) It continues as to a person that has ceased to be a
9    director, officer, employee, member, manager, agent, or
10    volunteer and inures to the benefit of the heirs,
11    executors, and administrators of that person.
12    (k) As used in this Section, "association" includes all
13constituent associations and entities in a consolidation or
14merger and the new or surviving association or entity. Any
15person that is or was a director, officer, employee, agent, or
16volunteer of a constituent association or is or was serving at
17the request of a constituent association as a trustee,
18director, officer, employee, member, manager, agent, or
19volunteer of another association, entity, partnership, joint
20venture, trust, or other enterprise stands in the same position
21under this Section with respect to the new or surviving
22association or entity as the person would if the person had
23served the new or surviving association or entity in the same
24capacity.
25    (l) An association may purchase and maintain insurance or
26furnish similar protection, including, but not limited to,

 

 

09900HB3830ham001- 38 -LRB099 09561 JLS 34230 a

1trust funds, letters of credit, or self-insurance, for or on
2behalf of any person that is or was a director, officer,
3employee, agent, or volunteer of the association or is or was
4serving at the request of the association as a trustee,
5director, officer, employee, member, manager, agent, or
6volunteer of another association, entity, partnership, joint
7venture, trust, or other enterprise. The insurance or similar
8protection described in this subsection shall be against any
9liability asserted against the person and incurred by the
10person in any such capacity, whether or not the association
11would have the power to indemnify the person against that
12liability under this Section.
13    Insurance described in this subsection may be purchased
14from or maintained with a person in which the association has a
15financial interest.
 
16    Section 100. Standard of care for directors.
17    (a) A director shall perform the duties of a director,
18including duties as a member of any committee of the directors
19upon which the director serves, in good faith, in a manner the
20director reasonably believes to be in or not opposed to the
21best interests of the association, and with the care that an
22ordinarily prudent person in a like position would use under
23similar circumstances. In performing these duties, a director
24is entitled to rely on information, opinions, reports, or
25statements, including financial statements and other financial

 

 

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1data, that are prepared or presented by any of the following:
2        (1) one or more directors, officers, or employees of
3    the association whom the director reasonably believes are
4    reliable and competent in the matters prepared or
5    presented;
6        (2) counsel, public accountants, or other persons as to
7    matters that the director reasonably believes are within
8    the person's professional or expert competence;
9        (3) a committee of the directors upon which the
10    director does not serve, established in accordance with the
11    association's articles of incorporation or bylaws, as to
12    matters within its designated authority, provided the
13    director reasonably believes the committee merits
14    confidence.
15    (b) For purposes of subsection (a) of this Section:
16        (1) A director shall not be found to have failed to
17    perform the duties in accordance with subsection (a) of
18    this Section, unless it is proved, by clear and convincing
19    evidence, in an action brought against the director that
20    the director has not acted in good faith, in a manner
21    reasonably believed to be in or not opposed to the best
22    interests of the association, or with the care that an
23    ordinarily prudent person in a like position would use
24    under similar circumstances. Such an action includes, but
25    is not limited to, an action that involves or affects any
26    of the following:

 

 

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1            (A) a change or potential change in control of the
2        association;
3            (B) a termination or potential termination of the
4        director's service to the association as a director;
5            (C) service in any other position or relationship
6        with the association.
7        (2) A director shall not be considered to be acting in
8    good faith if the director has knowledge concerning the
9    matter in question that would cause reliance on
10    information, opinions, reports, or statements that are
11    prepared or presented by the persons described in
12    subsections (a)(1) through (a)(3) of this Section to be
13    unwarranted.
14    (c)(1) Subject to subsections (c)(2) and (c)(3) of this
15Section, a director is liable in damages for any act that the
16director takes or fails to take as director only if it is
17proved, by clear and convincing evidence, in an action brought
18against the director that the act or omission of the director
19was undertaken with a deliberate intent to cause injury to the
20association or was undertaken with a reckless disregard for the
21best interests of the association.
22    (2) Subsection (c)(1) of this Section does not affect the
23liability of a director under Section 110.
24    (3) Subject to subsection (c)(2) of this Section,
25subsection (c)(1) of this Section does not apply if, and only
26to the extent that, at the time of an act or omission of the

 

 

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1director, the association's articles of incorporation or
2bylaws state, by specific reference to subsection (c)(1) of
3this Section, that its provisions do not apply to the
4association.
5    (d) For purposes of this Section and Section 95, in
6determining what is reasonably believed to be in or not opposed
7to the best interests of the association, a director shall
8consider the purposes of the association and may consider any
9of the following:
10        (1) the interests of the employees, suppliers,
11    creditors, and customers of the association;
12        (2) the economy of this State and of the United States;
13        (3) community, and societal, and environmental
14    matters;
15        (4) the long-term and short-term best interests of the
16    association;
17        (5) the interests of the members as patrons of the
18    association.
19    (e) Subsections (b) and (c) of this Section do not affect
20the duties of a director who acts in any capacity other than as
21a director.
 
22    Section 105. Effect of self-dealing.
23    (a) Unless otherwise provided in an association's articles
24of incorporation or bylaws:
25        (1) No contract or transaction between an association

 

 

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1    and one or more of its directors or officers, or between
2    the association and any other person in which one or more
3    of the association's directors or officers are directors or
4    officers, or have a financial or personal interest, shall
5    be void or voidable solely for this reason, or solely
6    because the director or officer is present at or
7    participates in the meeting of the board or committee that
8    authorizes the contract or transaction, or solely because
9    the director's or officer's votes are counted for such
10    purpose, if the contract or transaction is fair to the
11    association at the time it is authorized or approved, and
12    such authorization or approval is granted in either of the
13    following manners:
14            (A) the material facts as to the relationship or
15        interest and as to the contract or transaction are
16        disclosed or are known to the board or the committee,
17        and the board or committee in good faith authorizes the
18        contract or transaction by the affirmative vote of a
19        majority of the disinterested directors, even if the
20        disinterested directors constitute less than a quorum
21        of the board or the committee; or
22            (B) the material facts as to the relationship or
23        interest and as to the contract or transaction are
24        disclosed or are known to the members entitled to vote
25        on the contract or transaction, and the contract or
26        transaction is specifically approved at a meeting of

 

 

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1        the members.
2        (2) Common or interested directors may be counted in
3    determining the presence of a quorum at a meeting of the
4    board, or of a committee that authorizes the contract or
5    transaction.
6    (b) Items (1) and (2) of subsection (a) do not limit or
7otherwise affect the liability of directors under Section 110.
8    (c) For purposes of subsection (a), a director is not an
9interested director solely because the subject of a contract or
10transaction may involve or effect a change in control of the
11association or continuation in office as a director of the
12association.
 
13    Section 110. Liability of members, directors, and
14officers.
15    (a) No member, director, or officer of an association shall
16be personally liable for any obligation of the association to
17an amount exceeding the sum remaining unpaid on his membership
18fee or his subscription to the capital stock, including any
19unpaid balance on any promissory notes given in payment
20thereof.
21    (b) Directors who vote for or assent to any of the
22following are jointly and severally liable to the association
23in accordance with this subsection:
24        (1) a distribution of assets to members, stockholders,
25    or patrons contrary to law, the association's articles of

 

 

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1    incorporation, or bylaws;
2        (2) a distribution of assets to persons other than
3    creditors during the winding up of the affairs of the
4    association, on dissolution or otherwise, without the
5    payment of all known obligations of the association, or
6    without making adequate provision for the payment of the
7    obligations; or
8        (3) the making of loans, other than in the usual
9    conduct of the association's affairs or in accordance with
10    the association's articles or bylaws, to an officer,
11    director, or member of the association.
12    In cases under item (1) of this subsection, directors are
13liable up to the amount of the distribution in excess of the
14amount that could have been distributed without violation of
15law, the articles of incorporation, or bylaws, but not in
16excess of the amount that would inure to the benefit of the
17creditors of the association if it was insolvent at the time of
18the distribution or there was reasonable ground to believe that
19by such vote or assent it would be rendered insolvent, or to
20the benefit of the members or stockholders other than members
21or stockholders of the class in respect of which the
22distribution was made.
23    In cases under item (2) of this subsection, directors are
24liable to the extent that the obligations, not otherwise barred
25by statute, are not paid, or for the payment of which adequate
26provision has not been made.

 

 

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1    In cases under item (3) of this subsection, directors are
2liable for the amount of the loan with interest thereon at the
3rate of 6% per year until the amount has been paid.
4    A director is not liable under item (1) or (2) of this
5subsection if, in determining the amount available for any such
6distribution, the director in good faith relied on a financial
7statement of the association prepared by an officer or employee
8of the association in charge of its accounts or by a certified
9public accountant or firm of certified public accountants, or
10in good faith considered the assets to be of their book value,
11or followed what the director believed to be sound accounting
12and business practice.
13    (c) A director who is present at a meeting of the board or
14a committee of the board at which action on any matter is
15authorized or taken and who has not voted for or against such
16action shall be presumed to have voted for the action unless
17the director dissents from the action during the meeting and
18the dissent is noted in the minutes of the proceedings of the
19meeting, or a written dissent is filed either during the
20meeting or within a reasonable time after the adjournment of
21the meeting.
22    (d) A member, stockholder, or patron who receives any
23distribution made contrary to law, the association's articles
24of incorporation, or bylaws is liable to the association for
25the amount received that is in excess of the amount that could
26have been distributed.

 

 

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1    (e) A director against whom a claim is asserted under or
2pursuant to this Section and who is held liable on the claim is
3entitled to contribution, on equitable principles, from other
4directors who also are liable. In addition, any director
5against whom a claim is asserted under or pursuant to this
6Section, or who is held liable, has a right of contribution
7from the member, stockholder, or patron who received any
8distribution made contrary to law, the articles of
9incorporation, or bylaws, and such persons as among themselves
10also are entitled to contribution in proportion to the amounts
11received by them respectively.
12    (f) No action shall be brought by or on behalf of an
13association, upon any cause of action arising under item (1) or
14(2) of subsection (b), at any time after 2 years from the day
15on which the violation occurs; provided that no such action is
16barred by this subsection if it is commenced prior to the
17effective date of this Act.
 
18    Section 120. Surety bonds. If required by the
19association's bylaws, every officer, employee, and agent
20handling funds, negotiable instruments, or other property of or
21for an association shall execute and deliver adequate bonds for
22the faithful performance of the officer's, employee's, or
23agent's duties and obligations.
 
24    Section 130. Books and records; examination by member.

 

 

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1    (a) An association shall keep correct and complete books
2and records of account, and shall also keep minutes of the
3proceedings of meetings of its members, board, and delegates.
4The association shall keep at its principal office records of
5the names and addresses of all members and stockholders with
6the amount of ownership interests and stock held by each.
7    (b) At any reasonable time, any member, upon written notice
8that states, with specificity, a proper purpose for an
9examination of books and records and that is delivered or sent
10to the association at least one week in advance, may examine
11those books and records pertinent to the purpose in the notice.
12The board may deny a request of a member to examine the books
13and records if the purpose is not proper because the purpose is
14not directly related to the person's interest as a member and
15is contrary to the best interests of the association.
16    (c) At any reasonable time, a stockholder who is not a
17member, upon written notice that states, with specificity, a
18proper purpose for an examination of books and records and that
19is delivered or sent to the association at least one week in
20advance, may examine those books and records that are pertinent
21to the purpose in the notice. The board may deny a request of a
22stockholder to examine the books and records if the purpose is
23not proper because the purpose is not directly related to the
24person's interest as a stockholder and is contrary to the best
25interest of the association.
 

 

 

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1    Section 132. Interrogatories to be propounded by Secretary
2of State. The Secretary of State may propound to any
3association subject to the provisions of this Act, and to any
4officer or director thereof, such interrogatories as may be
5reasonably necessary and proper to enable the Secretary to
6ascertain whether such association has complied with all the
7provisions of this Act applicable to such association. Such
8interrogatories shall be answered within 30 days after the
9mailing thereof, or within such additional time as shall be
10fixed by the Secretary of State, and the answers thereto shall
11be full and complete and shall be made in writing and under
12oath. If such interrogatories be directed to an individual they
13shall be answered by him or her, and if directed to an
14association they shall be answered by the president,
15vice-president, or secretary thereof. The Secretary of State
16need not file any document to which such interrogatories relate
17until such interrogatories be answered as herein provided, and
18not then if the answers thereto disclose that such document is
19not in conformity with the provisions of this Act. The
20Secretary of State shall certify to the Attorney General, for
21such action as the Attorney General may deem appropriate, all
22interrogatories and answers thereto which disclose a violation
23of any of the provisions of this Act.
 
24    Section 133. Information disclosed by interrogatories.
25Interrogatories propounded by the Secretary of State and the

 

 

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1answers thereto shall not be open to public inspection nor
2shall the Secretary of State disclose any facts or information
3obtained therefrom except insofar as official duty may require
4the same to be made public or in the event such interrogatories
5or the answers thereto are required for evidence in any
6criminal proceeding or in any other action by the State.
 
7    Section 135. Merger or consolidation with associations.
8    (a) An association may merge or consolidate with one or
9more associations under this Act. Before an association may
10merge or consolidate with any other association, a written plan
11of merger or consolidation shall be approved by the board of
12each constituent association and by the members of each
13constituent association. The plan shall set forth the terms of
14the merger or consolidation, including any provisions for
15amendment or abandonment of the plan. In the case of a
16consolidation, the plan also shall contain the articles of
17incorporation of the new association.
18    (b) If the plan of merger or consolidation provides that a
19holder of stock other than membership stock or patronage stock
20in a constituent association will be affected, all of the
21following apply:
22        (1) Unless the board of the constituent association
23    provides that item (2) of this subsection applies, the
24    affected stockholder shall be entitled to cast one vote on
25    the plan regardless of the par or stated value, the number

 

 

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1    of shares, or the number of affected classes of the stock
2    held.
3        (2) The board of a constituent association may provide
4    that a stockholder otherwise entitled to vote under item
5    (1) of this subsection shall instead be entitled to payment
6    of fair cash value of the affected stock held by the
7    stockholder in accordance with Section 170.
8        (3) A member holding stock affected by a proposed plan
9    of merger or consolidation may vote only as a member and
10    shall not be entitled to vote or demand fair cash value as
11    an affected stockholder.
12    (c) For purposes of this Section, a holder of stock is
13affected as to any class of stock owned by the holder only if
14the agreement of merger or consolidation does any of the
15following:
16        (1) decreases the dividends to which that class may be
17    entitled or changes the method by which the dividend rate
18    on that class is fixed;
19        (2) provides for additional restriction of rights to
20    transfer shares of that class;
21        (3) gives to another existing or any new class of stock
22    or equity interest not previously entitled thereto any
23    preference, as to dividends or upon dissolution, that is
24    higher than preferences of that class;
25        (4) changes the par value of shares of that class or of
26    any other class having the same or higher preferences as to

 

 

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1    dividends or upon dissolution;
2        (5) increases the number of authorized shares of any
3    other class having the same or higher preferences as to
4    dividends or upon dissolution beyond the aggregate
5    authorizations for such classes in the constituent
6    associations; or
7        (6) requires or permits an exchange of shares of any
8    class with lower preferences as to dividends or upon
9    dissolution for shares of any other class with higher
10    preferences.
11    (d) The plan is approved if both of the following
12conditions are met with respect to each constituent
13association:
14        (1) notice of the meeting to vote on the plan, the plan
15    of merger or consolidation, and a description of the method
16    of voting have been sent to all members, and to all
17    affected stockholders entitled either to vote on the plan
18    or to receive payment of fair cash value under subsection
19    (b);
20        (2) 60% of the member votes cast approve the plan, and
21    a simple majority of the votes cast by the affected
22    stockholders entitled to vote under subsection (b) approve
23    the plan.
24     (e) Notwithstanding subsection (d), no vote of the members
25or stockholders of a constituent association shall be necessary
26to approve a merger of a wholly owned subsidiary association

 

 

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1with and into its parent cooperative or a merger or a
2consolidation of 2 or more subsidiary associations that are
3wholly owned by a cooperative.
4    (f) After approval of a plan under this Section, but before
5the merger or consolidation is effective, the plan may be
6amended in accordance with any provision for amendment set
7forth in the plan, provided that an amendment made subsequent
8to adoption of the plan by the members of any constituent
9association shall not do any of the following:
10        (1) change the membership rights, or the amount or kind
11    of stock, securities, cash, property, or other rights to be
12    received, exchanged, or converted in the merger or
13    consolidation;
14        (2) change the articles of incorporation or bylaws of
15    the surviving or new association as provided for in the
16    plan;
17        (3) change any provision of the plan with respect to
18    the rights of members or the manner of voting in the
19    surviving or new association.
20    (g) After approval of a plan under this Section, but before
21the merger or consolidation is filed with the Secretary of
22State, the merger or consolidation may be abandoned in
23accordance with any provision for abandonment set forth in the
24plan.
25    (h) The merger or consolidation shall take effect in
26accordance with Sections 145 and 150.
 

 

 

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1    Section 140. Association; merger or consolidation with
2foreign associations.
3    (a) An association may merge or consolidate with one or
4more foreign associations, if such merger or consolidation is
5permitted by the laws under which each constituent cooperative
6exists and the association complies with this Section.
7    (b) Each constituent association shall comply with Section
8135 with respect to form and approval of a plan of merger or
9consolidation, and each constituent foreign association shall
10comply with the applicable provisions of the laws under which
11it exists, except that the plan of merger or consolidation, by
12whatever name designated, shall comply with subsections (c) and
13(d) of this Section.
14    (c) The plan of merger or consolidation shall set forth all
15of the following:
16        (1) The names of the states and the laws under which
17    each constituent cooperative exists.
18        (2) All statements and matters required to be set forth
19    in plans or agreements of merger or consolidation by the
20    laws under which any constituent cooperative exists.
21        (3) A statement as to whether the surviving or new
22    cooperative is to be an association or a foreign
23    association.
24        (4) If the surviving or new cooperative is to be a
25    foreign association:

 

 

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1            (A) the place where the principal office of the
2        surviving or new foreign association is to be located
3        in the state in which the surviving or new foreign
4        association is to exist;
5            (B) the consent by the surviving or new foreign
6        association that it may be sued and served with process
7        in this State in any proceeding for the enforcement of
8        any obligation of any constituent association;
9            (C) the consent by the surviving or new foreign
10        association that it shall be subject to the provisions
11        applicable to foreign corporations under the Business
12        Corporation Act of 1983, substituting the word
13        "association" for "corporation", and, with respect to
14        the name of a foreign association, substituting
15        references to Section 20 of this Act for references to
16        Section 4.05 of the Business Corporation Act of 1983;
17        and
18            (D) if it is desired that the surviving or new
19        foreign association exercise its corporate privileges
20        in this State as a foreign entity.
21    (d) The plan also may set forth other provisions permitted
22by the laws of any state in which any constituent cooperative
23exists.
24    (e) If the surviving or new cooperative is an association,
25the merger or consolidation shall take effect in accordance
26with Sections 145 and 150.

 

 

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1    (f) If the surviving or new cooperative is a foreign
2association, the merger or consolidation shall take effect in
3accordance with the applicable provisions of the laws under
4which it exists and in accordance with Section 150.
 
5    Section 145. Effective date of merger or consolidation.
6    (a) Unless a later date, which may not be more than 30 days
7after the date of filing, is specified in the plan, a merger or
8consolidation under Section 135 is effective when the articles
9of merger or consolidation and plan of merger or consolidation
10are filed in accordance with Section 150.
11    (b) In the case of a merger, the surviving association is
12the one designated in the plan. In the case of a consolidation,
13the new association is the one designated in the plan. The
14separate existence of all constituent associations in the
15agreement, except the surviving or new association, ceases upon
16the effective date of the merger or consolidation.
17    (c) The surviving or new association possesses all the
18rights and all the property of each constituent association,
19and is responsible for all their obligations. Title to any
20property is vested in the surviving or new association with no
21reversion or impairment of the property caused by the merger or
22consolidation. A merger or consolidation shall not be
23considered an assignment. No right of any creditor shall be
24impaired by the merger or consolidation without the creditor's
25consent.
 

 

 

09900HB3830ham001- 56 -LRB099 09561 JLS 34230 a

1    Section 150. Articles of merger or consolidation; filing.
2Upon adoption of a plan of merger or consolidation under
3Section 135, articles of merger, signed by any authorized
4officer or representative of each constituent association,
5shall, along with a copy of the plan of merger or
6consolidation, be filed with the Secretary of State on a form
7prescribed by the Secretary of State that sets forth the
8following:
9        (1) the name and form of each constituent association
10    and the State law under which each constituent association
11    exists;
12        (2) a statement that each constituent association has
13    adopted the plan of merger or consolidation, the manner of
14    adoption, and that the plan was adopted in compliance with
15    the laws applicable to each constituent association;
16        (3) the effective date of the merger or consolidation,
17    which date may be on or after the date of filing of the
18    certificate;
19        (4) in the case of a merger, a statement that one or
20    more specified constituent associations will be merged
21    into a specified surviving association or, in the case of a
22    consolidation, a statement that the constituent
23    associations will be consolidated into a new association;
24    and
25        (5) the name and address of the registered agent upon

 

 

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1    whom any process, notice, or demand against any constituent
2    association, or the surviving or new association, may be
3    served.
4    In the case of a merger into an association, any amendments
5to the articles of incorporation or the articles of
6organization of the surviving association shall be filed with
7the articles of merger.
8    In the case of a consolidation to form a new domestic
9association, the articles of incorporation of the new
10association shall be filed with the articles of merger.
11    If the surviving or new cooperative is a foreign
12association that desires to transact business in this State as
13a foreign association, the certificate shall be accompanied by
14an application for authority to transact business in this
15State.
 
16    Section 155. Plan of division.
17    (a) An association may divide itself into 2 or more
18associations. A written plan of division shall be approved by
19the association's board. Such plan shall set forth all the
20terms of the division and the proposed effect of the division
21on all members and stockholders of the association. The plan
22also shall contain the articles of incorporation and bylaws of
23each association resulting from the division, which articles
24and bylaws shall conform to the requirements for associations
25organized under this Act.

 

 

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1    (b) If the plan of division provides that a holder of stock
2other than membership stock or patronage stock will be
3affected, the following apply:
4        (1) Unless the board provides that item (2) of this
5    subsection applies, the affected stockholder shall be
6    entitled to cast one vote on the plan of division
7    regardless of the par or stated value, the number of
8    shares, or the number of affected classes of the stock
9    held.
10        (2) The board may provide that a stockholder otherwise
11    entitled to vote under item (1) of this subsection shall
12    instead be entitled to payment of fair cash value of the
13    affected stock held by the stockholder in accordance with
14    Section 170.
15        (3) A member holding stock affected by a proposed plan
16    of division may vote only as a member and shall not be
17    entitled to vote or demand fair cash value as an affected
18    stockholder.
19    (c) For purposes of this Section, a holder of stock is
20affected as to any class of stock owned by the holder only if
21the plan of division does any of the following:
22        (1) Decreases the dividends to which that class may be
23    entitled or changes the method by which the dividend rate
24    on that class is fixed.
25        (2) Provides any additional restriction on rights to
26    transfer shares of that class.

 

 

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1        (3) Gives to another existing or any new class of stock
2    or equity interest not previously entitled thereto any
3    preference, as to dividends or upon dissolution, that is
4    higher than preferences of that class in a resulting
5    association.
6        (4) Changes the par value of shares of that class or of
7    any other class having the same or higher preferences as to
8    dividends or upon dissolution.
9        (5) Increases the aggregate number of authorized
10    shares of any other class having the same or higher
11    preferences as to dividends or upon dissolution in the
12    resulting associations beyond the authorization for such
13    classes in the original association.
14        (6) Requires or permits an exchange of shares of any
15    class with lower preferences as to dividends or upon
16    dissolution in the original association for shares of any
17    other class with higher preferences in a resulting
18    association.
19    (d) The plan of division is approved if both of the
20following conditions are met:
21        (1) Notice of the meeting to vote on the plan, the plan
22    of division, and a description of the method of voting have
23    been sent to all members and to all affected stockholders
24    entitled either to vote on the plan or to receive payment
25    of fair cash value under subsection (b);
26        (2) 60% of the member votes cast approve the plan, and

 

 

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1    a simple majority of the votes cast by the affected
2    stockholders entitled to vote under subsection (b) approve
3    the plan.
4    (e) After approval of a plan of division under this
5Section, but before the division is effective, the plan may be
6amended or abandoned in accordance with a provision for
7amendment or abandonment set forth in the plan, provided that
8an amendment made subsequent to approval of the plan by the
9members shall not do any of the following:
10        (1) Change the membership rights, or the amount or kind
11    of stock, securities, cash, property, or other rights to be
12    received, exchanged, or converted in the division.
13        (2) Change the articles of incorporation or bylaws of
14    the resulting associations as provided for in the plan.
15        (3) Change any provision of the plan with respect to
16    the rights of members or the manner of voting in the
17    resulting associations.
18    (f) Upon approval of a plan of division, articles of
19division along with the plan of division, but not including the
20association's bylaws, signed by any authorized officer of the
21original association, shall be filed with the Secretary of
22State on a form prescribed by the Secretary of State setting
23forth the following:
24        (1) The name of the original association and the name
25    of each resulting association.
26        (2) A statement that the original association has

 

 

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1    adopted the plan of division, the manner of adoption, and
2    that the plan was adopted in compliance with this Section.
3        (3) The effective date of the division, which date may
4    be on or up to 30 days after the date of filing of the
5    certificate.
6        (4) A statement that the original association will be
7    divided into specified resulting associations.
8        (5) The name and address of the registered agent upon
9    whom any process, notice, or demand against the original
10    association may be served, and the name and address of a
11    registered agent for each resulting association upon whom
12    process, notice, or demand against that resulting
13    association may be served.
14    (g) The articles of incorporation of each of the resulting
15associations shall be filed with the certificate.
 
16    Section 160. Conversions.
17    (a) A domestic corporation that is not an association may
18convert itself into an association by adopting an amendment to
19its articles of incorporation in which it elects to become
20subject to this Act, together with any changes in its articles
21of incorporation and bylaws required by this Act and any other
22desirable changes permitted by this Act. The amendment shall be
23adopted and filed in the manner provided by the law under which
24the corporation exists.
25    (b) An association may convert itself to a domestic

 

 

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1corporation by complying with the provisions of subsection (d)
2of Section 1.70 of the Business Corporation Act of 1983.
 
3    Section 165. Setting aside reorganizations. An action,
4other than an action initiated by the State, or any other state
5or federal governmental agency, to set aside a merger,
6consolidation, division, or conversion of an association, on
7the ground that any law has not been complied with, shall be
8brought within 90 days after the effective date of the merger,
9consolidation, division, or conversion, or such action shall be
10forever barred unless it is initiated by a state or federal
11governmental agency.
 
12    Section 170. Written demand for payment of fair cash value
13of stock.
14    (a) In order to obtain payment of the fair cash value, a
15stockholder entitled to payment of the fair cash value of stock
16under Section 40, 135, 140, or 155 shall deliver a written
17demand for payment of the fair cash value of the stock to the
18association no later than 15 days after notice is sent to
19members and stockholders in accordance with Section 40, 135,
20140, or 155, as the case may be. The written demand shall state
21the name and address of the stockholder, the number and class
22of the stock for which fair cash value is demanded, and the
23amount claimed by the stockholder to be the fair cash value of
24the stock. Delivery of written demand for payment of fair cash

 

 

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1value of stock in accordance with this Section is sufficient if
2delivered to the association or to the surviving or new
3association or entity resulting from the merger,
4consolidation, division, or conversion, whether the demand is
5delivered before, on, or after the effective date of the
6action. If written demand is not timely delivered in conformity
7with this Section, the stockholder's right to payment of fair
8cash value with respect to the amendment to the articles of
9incorporation, agreement of merger or consolidation, plan of
10division, or conversion shall be barred.
11    (b) If a timely demand is delivered in accordance with this
12Section, fair cash value of the stock shall be determined and
13paid to the stockholder in accordance with the following
14procedures:
15        (1) The association or the surviving, new, or resulting
16    association or entity shall send a written acknowledgment
17    of receipt of the demand for fair cash value to the address
18    specified in the demand no later than 15 days after receipt
19    of the demand. If the board of the association or the
20    surviving, new, or resulting association or entity
21    believes that the demand has failed to comply with the
22    requirements of this Section, the acknowledgment shall
23    state any such defects. The acknowledgment also shall state
24    what the board believes to be the fair cash value of the
25    stock that is the subject of the demand. If the articles of
26    incorporation of the constituent or original association

 

 

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1    provide a value for the stock upon redemption, the fair
2    cash value of the stock presumptively shall be the lesser
3    of the redemption value or the fair market value of the
4    stock immediately prior to the merger, consolidation,
5    division, or conversion.
6        (2) The stockholder shall not transfer, encumber,
7    pledge, or otherwise dispose of the stock that is the
8    subject of the demand for fair cash value, or any
9    certificate representing the stock, until the demand is
10    finally resolved by agreement, withdrawal, or final
11    judicial determination.
12        (3) If the association's articles of incorporation or
13    bylaws provide a reasonable basis for determining and
14    paying the fair cash value of the stock that is the subject
15    of the demand for fair cash value, or if the association or
16    the surviving, new, or resulting cooperative and the
17    demanding stockholder reach an agreement on the fair cash
18    value of the stock within 3 months after delivery of the
19    demand for fair cash value, the fair cash value of the
20    stock shall be determined in accordance with the
21    constituent or original association's articles of
22    incorporation or bylaws or as agreed upon, as the case may
23    be. The association shall thereupon tender payment of the
24    fair cash value so determined to the stockholder within 30
25    days of delivery of any certificates representing the stock
26    or the stockholder's written waiver and release of claim to

 

 

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1    all rights to the stock to the association or the
2    surviving, new, or resulting cooperative. Without
3    precluding other possible reasonable bases for determining
4    fair cash value of stock under this Section, a provision in
5    the constituent or original association's articles of
6    incorporation or bylaws that fair cash value shall be
7    determined by mediation or final and binding arbitration,
8    or that fair cash value shall be the lesser of par value,
9    book value, or fair market value, shall be considered a
10    reasonable basis for determining and paying the fair cash
11    value of stock.
12    (c) The right of a demanding stockholder to receive the
13fair cash value of stock as to which the stockholder seeks
14relief and the obligation of the association or the surviving,
15new, or resulting cooperative to furnish the fair cash value
16for those interests terminate if any of the following applies:
17        (1) The demanding stockholder fails to comply with this
18    Section.
19        (2) The association abandons the amendment of
20    articles, merger, consolidation, division, or conversion
21    or is finally enjoined or prevented from taking such
22    action.
23        (3) The demanding stockholder withdraws the demand for
24    fair cash value with consent of the association.
25        (4) The demanding stockholder attempts to sell,
26    transfer, or encumber the stock which is the subject of the

 

 

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1    demand prior to final determination of its fair cash value
2    under this Section or a final judicial determination.
3        (5) All of the following apply:
4            (A) the articles of incorporation or bylaws of the
5        association do not provide a reasonable basis for
6        determining and paying fair cash value to an affected
7        stockholder;
8            (B) the association and the affected stockholder
9        have not agreed upon the fair cash value of the stock
10        which is the subject of the demand;
11            (C) the affected stockholder does not file a timely
12        complaint for judicial determination.
13    (d) The fair cash value that is agreed upon by the affected
14stockholder and the association, or determined using a
15reasonable basis for determining and paying fair cash value in
16the association's articles of incorporation or bylaws, or fixed
17by a court shall be paid within 30 days as follows:
18        (1) immediately to the holder of uncertificated stock;
19    or
20        (2) upon and simultaneously with the surrender of
21    certificates representing certificated stock.
 
22    Section 175. Disposing of assets of association.
23    (a) As used in this Section, "substantially all" means more
24than two-thirds of the association's assets, measured, in the
25board's discretion, either by value as recorded in the books

 

 

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1and records of the association or by fair market value.
2    (b) Unless the articles of incorporation or the bylaws of
3an association otherwise provide, a lease, sale, exchange,
4transfer, or other disposition of any assets of an association
5may be made upon terms and for consideration which may consist,
6in whole or in part, of money or other property, including
7shares or other securities or promissory obligations of any
8association or entity, as may be authorized by the board. If a
9lease, sale, exchange, transfer, or other disposition, or a
10series of such transactions, would dispose of all or
11substantially all of the assets of the association, then the
12disposition may be made only upon a written plan of disposition
13prepared by the board or by a committee selected by the board
14for that purpose, and adopted in the same manner as provided
15for the adoption of a resolution of dissolution in Section 180.
16A plan of disposition shall set forth a general description or
17summary of the assets subject to disposition; the method of
18disposition; the intended transferee of the assets, if known to
19the board; and a general description of any material effect the
20board believes the disposition will have on the interests of
21the members and stockholders. Notice of a meeting of the
22members at which a plan of disposition will be voted on shall
23be given to all members, whether or not entitled to vote at the
24meeting. The notice shall be accompanied by a copy or summary
25of the plan of disposition and a ballot for those members
26entitled to vote on the plan.

 

 

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1    (c) The association, by its board, may abandon a plan of
2disposition, subject to the contract rights of other persons,
3if the power of abandonment is conferred upon the board either
4by the terms of the transaction or in the plan of disposition.
5    (d) An action to set aside a disposition of assets by an
6association, on the ground that any law applicable to the
7lease, sale, exchange, transfer, or other disposition of all or
8substantially all the assets of the association has not been
9complied with, shall be brought within 90 days after such
10transaction, or the action is forever barred.
 
11    Section 176. Grounds for administrative dissolution. The
12Secretary of State may dissolve any association
13administratively if:
14        (1) it has failed to file its annual report as required
15    by this Act;
16        (2) it has failed to file in the office of the
17    Secretary of State any report after the expiration of the
18    period prescribed in this Act for filing such report;
19        (3) it has failed to pay any fees, taxes, or charges
20    prescribed by this Act;
21        (4) it has misrepresented any material matter in any
22    application, report, affidavit, or other document filed by
23    the association pursuant to this Act;
24        (5) it has failed to appoint and maintain a registered
25    agent in this State;

 

 

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1        (6) it has tendered payment to the Secretary of State
2    which is returned due to insufficient funds, a closed
3    account, or for any other reason, and acceptable payment
4    has not been subsequently tendered;
5        (7) upon the failure of an officer or director to whom
6    interrogatories have been propounded by the Secretary of
7    State as provided in this Act, to answer the same fully and
8    to file such answer in the office of the Secretary of
9    State; or
10        (8) if the answer to such interrogatories discloses, or
11    if the fact is otherwise ascertained, that the proportion
12    of the sum of the paid-in capital of such association
13    represented in this State is greater than the amount on
14    which such association has theretofore paid fees and
15    franchise taxes, and the deficiency therein is not paid.
 
16    Section 177. Procedure for administrative dissolution.
17    (a) After the Secretary of State determines that one or
18more grounds exist under Section 176 for the administrative
19dissolution of an association, he or she shall send by regular
20mail to each delinquent association a Notice of Delinquency to
21its registered office, or, if the association has failed to
22maintain a registered office, then to the president or other
23principal officer at the last known address of said officer.
24    (b) If the association does not correct the default
25described in paragraphs (1) through (5) of Section 176 within

 

 

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190 days following such notice, the Secretary of State shall
2thereupon dissolve the association by issuing a certificate of
3dissolution that recites the ground or grounds for dissolution
4and its effective date. If the association does not correct the
5default described in paragraphs (6) through (8) of Section 176
6within 30 days following such notice, the Secretary of State
7shall thereupon dissolve the association by issuing a
8certificate of dissolution as herein prescribed. The Secretary
9of State shall file the original of the certificate in his or
10her office and mail one copy to the association at its
11registered office or, if the association has failed to maintain
12a registered office, then to the president or other principal
13officer at the last known address of said officer.
14    (c) The administrative dissolution of an association
15terminates its corporate existence and such a dissolved
16association shall not thereafter carry on any business;
17however, such a dissolved association may take all action
18authorized under Section 190 that is necessary or appropriate
19to wind up and liquidate its business and affairs.
 
20    Section 178. Administrative dissolution; association name.
21The Secretary of State shall not allow another association to
22use the name of an association that has been administratively
23dissolved until 3 years have elapsed following the date of
24issuance of the certificate of dissolution. If the association
25that has been administratively dissolved is reinstated within 3

 

 

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1years after the date of issuance of the certificate of
2dissolution, the association shall continue under its previous
3name without impacting its continuous legal status, unless the
4association petitions to change its name upon reinstatement.
 
5    Section 180. Voluntary dissolution.
6    (a) An association may be dissolved voluntarily in the
7manner provided in this Section.
8    (b) A resolution of dissolution for an association shall
9state both of the following:
10        (1) that the association elects to be dissolved; and
11        (2) any additional provision considered necessary with
12    respect to the proposed dissolution and winding up.
13    (c) Before subscriptions for membership and any stock or
14other ownership interest have been received, the incorporators
15or a majority of the incorporators may adopt, by a writing
16signed by them, a resolution of dissolution.
17    (d) The directors may adopt a resolution of dissolution in
18the following cases:
19        (1) when the association has been adjudged bankrupt or
20    has made a general assignment for the benefit of creditors;
21        (2) by leave of the court, when a receiver has been
22    appointed in a general creditors' suit or in any suit in
23    which the affairs of the association are to be wound up;
24        (3) when substantially all of the assets have been sold
25    at judicial sale or otherwise; or

 

 

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1        (4) when the period of existence of the association
2    specified in its articles has expired.
3    (e) At a meeting held for such purpose, the members may
4adopt a resolution of dissolution by the affirmative vote of
560% of the member votes cast on the proposal or, if the
6articles provide or permit, by the affirmative vote of a
7greater or lesser proportion though not less than a majority,
8of the voting power, of any particular class as is required by
9the articles of incorporation. Notice of the meeting of the
10members shall be given to all members and stockholders whether
11or not entitled to vote.
12    (f) Upon the adoption of a resolution of dissolution,
13articles of dissolution shall be filed with the Secretary of
14State, on a form prescribed by the Secretary of State.
15    (g) The articles of dissolution described in subsection (f)
16of this Section shall be signed as follows:
17        (1) when the resolution of dissolution is adopted by
18    the directors, the certificate shall be signed by not less
19    than a majority of the directors;
20        (2) when the resolution is adopted by the directors or
21    by the members, the certificate shall be signed by any
22    authorized officer.
23    (h) Upon the filing of articles of dissolution, the
24association shall be dissolved.
 
25    Section 185. Public notice of voluntary dissolution.

 

 

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1Following the filing of the articles of dissolution, the
2directors, members, or incorporators who filed the articles of
3dissolution, as the case may be, shall cause a notice of
4voluntary dissolution to be published once a week on the same
5day of each week for 2 successive weeks, in a newspaper
6published and of general circulation in the county in which the
7principal place of business of the association was to be or is
8located and shall cause written notice of dissolution to be
9given to all known creditors of, and to all known claimants
10against, the dissolved association.
 
11    Section 190. Action to wind up affairs or obtain
12reinstatement of articles.
13    (a) When an association is dissolved administratively or
14voluntarily, when a final order of a court is made dissolving
15an association under Section 195, or when the period of
16existence of the association specified in its articles of
17incorporation has expired, the association shall cease to carry
18on business and shall do only such acts as are required to wind
19up its affairs or to obtain reinstatement if permitted under,
20and in accordance with, Section 50.
21    (b) Any claim existing or action or proceeding pending by
22or against the association or which would have accrued against
23it may be prosecuted to judgment, with right of appeal as in
24other cases, but any proceeding, execution, or process, or the
25satisfaction or performance of any order, judgment, or decree,

 

 

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1may be stayed as provided in Section 195.
2    (c) Any process, notice, or demand against the association
3may be served by delivering a copy to an officer, director,
4liquidator, or person having charge of its assets or, if no
5such person can be found, to the registered agent.
6    (d) The directors of the association or their successors
7shall act as the board of directors in accordance with the
8articles of incorporation and bylaws until the affairs of the
9association are completely wound up. Subject to the orders of
10courts of this State having jurisdiction over the association,
11the directors shall proceed as speedily as is practicable to a
12complete winding up of the affairs of the association and, to
13the extent necessary or expedient to that end, shall exercise
14all the authority of the association. Without limiting the
15generality of such authority, the directors may fill vacancies;
16elect officers; carry out contracts of the association; make
17new contracts; borrow money; mortgage or pledge the property of
18the association as security; sell its assets at public or
19private sale; make conveyances in the association's name; lease
20real estate for any term, including 99 years renewable forever;
21settle or compromise claims in favor of or against the
22association; appoint or employ one or more persons as
23liquidators to wind up the affairs of the association with
24authority as the directors see fit to grant; cause the title to
25any of the assets of the association to be conveyed to such
26liquidators for that purpose; apply assets to the payment of

 

 

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1obligations; and, after paying or adequately providing for the
2payment of all known obligations of the association, distribute
3the remainder of the assets either in cash or in kind among the
4members, patrons, and stockholders according to their
5respective rights and interests. In addition, the directors may
6perform all other acts necessary or expedient to the winding up
7of the affairs of the association.
8    (e) The directors, or any liquidator to whom the directors
9grant such authority, in the course of winding up the
10association's affairs, shall apply the assets of the
11association in the following order:
12        (1) to expenses incidental to winding up the
13    association's affairs;
14        (2) to all legally enforceable liabilities and
15    obligations of the association due claimants and
16    creditors;
17        (3) to the stockholders, members, and patrons of the
18    association as provided in the association's articles of
19    incorporation or bylaws.
20    (f) Without limiting the authority of the directors, any
21action within the purview of this Section that is authorized or
22approved at a meeting of the members by 60% of the member votes
23cast thereon shall be conclusive for all purposes upon all
24members, patrons, and stockholders of the association.
25    (g) All deeds and other instruments of the association
26shall be in the name of the association and shall be executed,

 

 

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1acknowledged, and delivered by the officers appointed by the
2directors.
3    (h) At any time during the winding up of its affairs, the
4association by its directors may make application to the court
5of the county in this State in which the principal place of
6business of the association is located to have the winding up
7continued under supervision of the court, as provided in
8Section 195. However, if the association has no principal place
9of business in this State, the application described in this
10Section may be made to a court in the county in this State
11where the registered agent resides.
 
12    Section 195. Judicial liquidations.
13    (a) Without limiting the generality of its authority and
14subject to subsection (b), the court of the county in this
15State in which is located the principal place of business of a
16voluntarily dissolved association or whose period of existence
17has expired, upon the complaint of the association, or a
18majority of the directors, or 10% of the members or 20 members,
19whichever is less, and upon such notice to all the directors
20and other persons interested as the court considers proper, at
21any time may order and adjudge any of the following matters:
22        (1) The presentation and proof of all claims and
23    demands against the association and of all rights,
24    interests, or liens in or on any of its property; the
25    fixing of the time and the manner in which such proof shall

 

 

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1    be made and the person to whom presentation shall be made;
2    and the barring from participation in any distribution of
3    assets of all persons failing to make and present proofs as
4    required by the order of the court.
5        (2) The stay of the prosecution of any proceeding
6    against the association or involving any of its property;
7    the requirement that the parties to the proceeding present
8    and prove their claims, demands, rights, interests, or
9    liens at the time and in the manner required of creditors
10    or others; or the grant of leave to bring or maintain an
11    independent proceeding to enforce liens.
12        (3) The settlement or determination of all claims of
13    every nature against the association or any of its
14    property; the determination of the assets required to be
15    retained to pay or provide for the payment of such claims
16    or any claim; the determination of the assets available for
17    distribution among and rights of members, patrons, and
18    stockholders; and the making of new parties to the
19    proceeding so far as the court considers proper for the
20    determination of all matters.
21        (4) The presentation and filing of intermediate and
22    final accounts of the directors or of the liquidators and
23    hearings on them; the allowance, disallowance, or
24    settlement of the accounts; and the discharge of the
25    directors, the liquidators, or any of them from their
26    duties and liabilities.

 

 

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1        (5) The appointment of a special master commissioner to
2    hear and determine any matters with authority as the court
3    considers proper.
4        (6) The filling of any vacancies in the number of
5    directors or liquidators when the directors are unable to
6    act on the vacancies for want of a quorum or for any other
7    reason.
8        (7) The appointment of a receiver, in accordance with
9    the usage of a court in equitable matters, to wind up the
10    affairs of the association, to take custody of any of its
11    property, or for any other purpose.
12        (8) The issuance or entry of any injunction or any
13    other order that the court considers proper in the
14    administration of the trust involved in the winding up of
15    the affairs of the association and the giving of notice of
16    the entry of injunction or order.
17        (9) The allowance and payment of compensation to the
18    directors or any of them, to liquidators, to a receiver, to
19    the attorney for the complainant, or to any person properly
20    rendering services beneficial to the association or to
21    those interested in it.
22        (10) The entry of a judgment or decree that, if it so
23    provides, may operate as the deed or other instrument
24    ordered to be executed, or the appointment of a master to
25    execute such deed or instrument in the name of the
26    association with the same effect as if executed by an

 

 

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1    authorized officer pursuant to authority conferred by the
2    directors or the members, patrons, and stockholders of the
3    association, whenever there is no officer or agent
4    competent to execute such deed or instrument, whenever the
5    association or its officers do not perform or comply with a
6    judgment or decree of court, or whenever the court
7    considers it proper.
8    (b) If the association has no principal place of business
9in this State, without limiting the generality of its
10authority, the court in the county in this State where the
11registered agent resides may order and adjudge the matters
12described in subsection (a).
13    (c) A judicial proceeding under this Section concerning the
14winding up of the affairs of an association is a special
15proceeding, and final orders in the proceeding may be vacated,
16modified, or reversed on appeal pursuant to the Code of Civil
17Procedure.
 
18    Section 200. Receiver; winding up affairs of association.
19    (a) Whenever, after an association is dissolved
20voluntarily or the period of existence of an association has
21expired, a receiver is appointed to wind up the affairs of the
22association, all the claims, demands, rights, interests, or
23liens of creditors, claimants, members, patrons, and
24stockholders shall be determined as of the day on which the
25receiver was appointed. Unless it is otherwise ordered, such

 

 

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1appointment vests in the receiver and successors of the
2receiver the right to the immediate possession of all the
3property of the association, which shall, if so ordered,
4execute and deliver conveyances of such property to the
5receiver.
6    (b) Any officer, director, member, or other person, whether
7a resident of the state or a nonresident and however
8interested, may be appointed as receiver.
9    (c) The receiver shall have all the authority vested in the
10directors and officers of the association, shall exercise such
11authority subject to such orders as are made by the court, and
12may be required to qualify by giving bond to the State in such
13amount as the court fixes, with surety to the satisfaction of
14the clerk of the court, conditioned for the faithful discharge
15of duties and for a due accounting for all money or property
16received.
 
17    Section 205. Marketing agreements.
18    (a) A cooperative and any member may make marketing
19agreements, whether written separately or contained in the
20bylaws, in which the member agrees to do any of the following:
21        (1) sell, market, or deliver all or any specified part
22    of products produced or to be produced either by the member
23    or under the member's control, to or through the
24    cooperative or any facilities furnished by it;
25        (2) authorize the cooperative or any facilities

 

 

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1    furnished by it to act for the member in any manner with
2    respect to all or any specified part of products produced
3    or to be produced either by the member or under the
4    member's control and any services to be furnished by the
5    member;
6        (3) buy or procure all or a specified part of goods or
7    services from or through the cooperative or any facilities
8    furnished by it; or
9        (4) authorize the cooperative or any facilities
10    furnished by it to act for the member in any manner in the
11    procurement of goods or services for the member.
12    (b) The term of marketing agreements may not exceed 10
13years.
14    (c) A marketing agreement authorized by subsection (a) may
15require that liquidated damages be paid by the member in the
16event of a breach of the marketing agreement. Liquidated
17damages shall be specific, reasonable sums. Any provisions for
18liquidated damages shall be enforceable and not regarded as
19penalties.
20    (d) If a member breaches or threatens to breach a marketing
21agreement authorized by this Section, the cooperative shall be
22entitled to an injunction to prevent the breach or any further
23breach, and to a decree of specific performance, unless the
24marketing agreement provides an alternative remedy or damages
25are more practicable than specific performance under the
26circumstances.
 

 

 

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1    Section 210. Foreign association. Any foreign association
2may carry on any proper activities in this State upon
3compliance with the provisions applicable to foreign
4corporations under the Business Corporation Act of 1983,
5substituting the word "association" for "corporation", and,
6with respect to the name of a foreign association, substituting
7references to Section 20 of this Act for references to Section
84.05 of the Business Corporation Act of 1983. Foreign
9associations desiring to sell memberships or membership stock
10to residents of this State shall comply with the disclosure
11requirements under Section 62. All contracts that could be made
12by any association incorporated under this Act and that are
13made by or with such foreign associations, shall be enforceable
14in this State with all of the remedies available at law or in
15equity.
 
16    Section 215. Membership in other organizations. An
17association may organize, form, operate, own, control, have an
18interest in, own stock of, or be a member of any other
19cooperative, corporation, or other form of organization.
 
20    Section 220. Cooperatives organized under the Co-operative
21Act. A cooperative organized under the Co-operative Act and
22existing on the effective date of this Act is deemed to be in
23compliance with this Act with respect to the cooperative's

 

 

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1organization. On and after the effective date of this Act, such
2a cooperative shall comply with all other provisions of this
3Act.
 
4    Section 225. Application of laws.
5    (a) Except as otherwise provided in this Act, this Act
6applies to all associations, whether organized under this Act
7prior to the effective date of this Act or on or after that
8date.
9    (b) Any law that is in conflict with this Act shall be
10construed as not applying to associations provided for in this
11Act.
 
12    (805 ILCS 310/Act rep.)
13    Section 900. The Co-operative Act is repealed.".