Illinois General Assembly - Full Text of SB0116
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Full Text of SB0116  102nd General Assembly




SB0116 EngrossedLRB102 10457 KTG 15786 b

1    AN ACT concerning business.
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Sections 7.05, 7.15, and 7.30 as follows:
6    (805 ILCS 5/7.05)  (from Ch. 32, par. 7.05)
7    Sec. 7.05. Meetings of shareholders.
8    (a) Meetings of shareholders may be held either within or
9without this State, as may be provided in the by-laws or in a
10resolution of the board of directors pursuant to authority
11granted in the by-laws. In the absence of any such provision,
12all meetings shall be held at the registered office of the
13corporation in this State. If, pursuant to the by-laws, the
14board of directors is authorized to determine the place of a
15meeting of shareholders, the board of directors may determine
16that the meeting shall not be held at any place, but may
17instead be held solely by means of remote communication as
18authorized by subsection (c).
19    (b) An annual meeting of the shareholders shall be held at
20such time as may be provided in the by-laws or in a resolution
21of the board of directors pursuant to authority granted in the
22by-laws. Failure to hold the annual meeting at the designated
23time shall not work a forfeiture or dissolution of the



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1corporation nor affect the validity of corporate action. If an
2annual meeting has not been held within the earlier of six
3months after the end of the corporation's fiscal year or
4fifteen months after its last annual meeting and if, after a
5request in writing directed to the president of the
6corporation, a notice of meeting is not given within 60 days of
7such request, then any shareholder entitled to vote at an
8annual meeting may apply to the circuit court of the county in
9which the registered office or principal place of business of
10the corporation is located for an order directing that the
11meeting be held and fixing the time and place of the meeting.
12The court may issue such additional orders as may be necessary
13or appropriate for the holding of the meeting.
14    (c) Unless specifically prohibited by the articles of
15incorporation or by-laws, a corporation may allow shareholders
16to participate in and act at any meeting of the shareholders
17through the use of a conference telephone or interactive
18technology, including but not limited to electronic
19transmission, Internet usage, or remote communication.
20However, the corporation shall implement reasonable measures
21to provide the shareholders a reasonable opportunity to
22participate in the meeting and to vote on matters submitted to
23the shareholders, including an opportunity to read or hear the
24proceedings of the meeting substantially concurrently with the
25proceedings. The corporation may implement reasonable measures
26to verify that each person deemed present and entitled to vote



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1at the meeting by means of remote communication is a
2shareholder. , by means of which all persons participating in
3the meeting can communicate with each other.
4    (d) A shareholder entitled to vote at a meeting of the
5shareholders shall be permitted to attend the meeting at the
6designated place where space permits or by means of remote
7communication, as applicable, and subject to the corporation's
8by-laws and rules governing the conduct of the meeting and the
9power of the chairman to regulate the orderly conduct of the
10meeting. Participation in such meeting shall constitute
11attendance and presence in person at the meeting of the person
12or persons so participating.
13    (e) Special meetings of the shareholders may be called by
14the president, by the board of directors, by the holders of not
15less than one-fifth of all the outstanding shares entitled to
16vote on the matter for which the meeting is called or by such
17other officers or persons as may be provided in the articles of
18incorporation or the by-laws.
19(Source: P.A. 94-655, eff. 1-1-06.)
20    (805 ILCS 5/7.15)  (from Ch. 32, par. 7.15)
21    Sec. 7.15. Notice of shareholders' meetings. Written
22notice stating the place, if any, day, and hour of the meeting,
23and the means of remote communication, if any, by which
24shareholders may be deemed to be present in person and vote at
25the meeting, and, in the case of a special meeting, the purpose



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1or purposes for which the meeting is called, shall be
2delivered not less than 10 nor more than 60 days before the
3date of the meeting, or in the case of a merger, consolidation,
4share exchange, dissolution or sale, lease or exchange of
5assets not less than 20 nor more than 60 days before the date
6of the meeting, either personally or by mail, by or at the
7direction of the president, or the secretary, or the officer
8or persons calling the meeting, to each shareholder of record
9entitled to vote at such meeting. If mailed, such notice shall
10be deemed to be delivered when deposited in the United States
11mail addressed to the shareholder at his or her address as it
12appears on the records of the corporation, with postage
13thereon prepaid.
14(Source: P.A. 83-1025.)
15    (805 ILCS 5/7.30)  (from Ch. 32, par. 7.30)
16    Sec. 7.30. Voting lists. The officer or agent having
17charge of the transfer book for shares of a corporation shall
18make, within 20 days after the record date for a meeting of
19shareholders or 10 days before such meeting, whichever is
20earlier, a complete list of the shareholders entitled to vote
21at such meeting, arranged in alphabetical order, with the
22address of and the number of shares held by each, which list,
23for a period of 10 days prior to such meeting, shall be kept on
24file at the registered office of the corporation and shall be
25subject to inspection by any shareholder, and to copying at



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1the shareholder's expense, at the registered office of the
2corporation at any time during usual business hours or on a
3reasonably accessible electronic network, at the corporation's
4election. If the corporation determines to make the list
5available on an electronic network, the corporation may take
6reasonable steps to ensure that such information is available
7only to shareholders of the corporation. Such list shall also
8be produced and kept open at the time and place of the meeting,
9or on a reasonably accessible electronic network if the
10meeting will be held solely by means of remote communication,
11and shall be subject to the inspection of any shareholder
12during the whole time of the meeting. The original share
13ledger or transfer book, or a duplicate thereof kept in this
14State, shall be prima facie evidence as to who are the
15shareholders entitled to examine such list or share ledger or
16transfer book or to vote at any meeting of shareholders.
17    Failure to comply with the requirements of this Section
18shall not affect the validity of any action taken at such
20    An officer or agent having charge of the transfer books
21who shall fail to prepare the list of shareholders, or keep the
22same on file for a period of 10 days, or produce and keep the
23same open for inspection at the meeting, as provided in this
24Section, shall be liable to any shareholder suffering damage
25on account of such failure, to the extent of such damage.
26(Source: P.A. 83-1025.)



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1    Section 99. Effective date. This Act takes effect upon
2becoming law.