Illinois General Assembly - Full Text of HB3663
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Full Text of HB3663  101st General Assembly




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1    AN ACT concerning business.
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
4    Section 1. Short title. This Act may be cited as the
5Limited Worker Cooperative Association Act.
6    Section 5. Findings. The General Assembly finds and
7declares all of the following:
8        (1) the cooperative form of doing business provides an
9    efficient and effective method for persons to transact
10    business, offer, and obtain goods and services, and it is
11    in the best interests of the people of the State of
12    Illinois to promote, foster, and encourage the utilization
13    of cooperatives in appropriate instances;
14        (2) the Co-operative Act and Agricultural Co-Operative
15    Act have provided for the promotion, fostering, and
16    encouragement of consumer and producer cooperatives; have
17    made distribution of agricultural products between
18    producer and consumer more efficient; have stabilized the
19    marketing of agricultural products; and have provided for
20    the organization and incorporation of cooperative
21    corporations, all as contemplated at the time of the
22    original adoption;
23        (3) it is in the best interests of the people of the



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1    State of Illinois to preserve the provisions of the
2    Co-operative Act as it has been in force and interpreted in
3    the State and to continue the provisions thereof for
4    agriculture, but also to expand the provisions of Illinois
5    cooperative law to provide greater direction and
6    flexibility in its provisions and to enable all types of
7    industries and enterprises to avail themselves of the
8    benefits of the cooperative form of doing business in
9    accordance with the provisions of this Act;
10        (4) a worker cooperative has the purpose of creating
11    and maintaining sustainable jobs and generating wealth in
12    order to improve the quality of life of its worker-members,
13    dignify human work, allow workers' democratic
14    self-management, and promote community and local
15    development in this State;
16        (5) the purpose of this Act is to create a new business
17    entity better suited for worker cooperatives and
18    multi-stakeholder cooperatives, and to create more
19    visibility and financing options for cooperatives. This
20    Act is intended to provide a definition of worker
21    cooperative for purposes of this Act, and not for purposes
22    of other laws.
23    Section 10. Definitions. In this Act:
24    "Candidate" means a worker who is being considered for
25membership in a worker cooperative, as defined in the



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1cooperative association's articles or bylaws.
2    "Collective worker cooperative" means a limited
3cooperative association that only has one class of members
4consisting of worker-members who manage all of the affairs of
5the limited cooperative association.
6    "Community investor" means a person who is not a member and
7who holds a share or other proprietary interest in a limited
8cooperative association.
9    "Distribution" means a transfer of money or other property
10from a limited cooperative association to a member because of
11the member's financial rights or to a transferee of a member's
12financial rights.
13    "Member" means any person who, pursuant to a specific
14provision of a limited cooperative association's articles or
15bylaws, has the right to vote for the election of a director or
16directors, or possesses proprietary interests in the limited
17cooperative association.
18    "Multi-stakeholder cooperative" means a cooperative
19organized under this Act that has different classes of members
20whose rights and proprietary interests shall be determined by
21the articles or bylaws. At least 51% of the members shall be
22worker-members or candidates. A multi-stakeholder cooperative
23is a worker cooperative for purposes of this Act.
24    "Worker cooperative" means a limited cooperative
25association formed under this Act that includes a class of
26worker-members who are natural persons whose patronage



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1consists of labor contributed to or other work performed for
2the limited cooperative association. Election to be organized
3as a worker cooperative does not create a presumption that
4workers are employees of the corporation for any purposes. A
5worker cooperative formed under this Act may include additional
6classes of members whose rights and proprietary interests shall
7be determined by the articles or bylaws. At least 51% of the
8workers shall be worker-members or candidates.
9    "Worker" means a natural person contributing labor or
10services to a worker cooperative.
11    "Worker-member" means a member of a worker cooperative who
12is a natural person and also a patron of a worker cooperative.
13    Section 15. Purpose of limited cooperative association.
14    (a) A limited cooperative association is an entity distinct
15from its members.
16    (b) A limited cooperative association may be organized for
17any lawful purpose, whether or not for profit.
18    (c) An association organized under this Act elects to be a
19worker cooperative with the State of Illinois. Election to be
20organized as a worker cooperative does not create a presumption
21that workers are employees of the corporation for any purposes.
22    Section 20. Formation of limited cooperative association.
23    (a) A limited cooperative association must be organized by
24one or more organizers. Organizers need not be members or



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1worker-members of the worker cooperative.
2    (b) To form a limited cooperative association, one or more
3organizers of the association shall deliver or cause to be
4delivered articles to the Secretary of State for filing.
5    Section 25. Articles of organization.
6    (a) The articles of organization of a limited cooperative
7association shall state:
8        (1) the domestic entity name of the limited cooperative
9    association;
10        (2) the purposes for which the limited cooperative
11    association is formed, which may be for any lawful purpose;
12        (3) the registered agent name and registered agent
13    address of the association's initial registered agent;
14        (4) the street address and, if different, mailing
15    address of the association's initial principal office;
16        (5) the true name and street address and, if different,
17    mailing address of each organizer; and
18        (6) any other provision, not inconsistent with law,
19    that the worker-members, members, or organizers elect to
20    set out in the articles for the regulation of the internal
21    affairs of the worker cooperative, including any
22    provisions that, under this Act, are required or permitted
23    to be set out in the bylaws of the worker cooperative.
24    Section 30. Organization of limited cooperative



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2    (a) After a limited cooperative association is formed:
3        (1) if initial directors are named in the articles, the
4    initial directors shall hold an organizational meeting to
5    adopt initial bylaws and carry on any other business
6    necessary or proper to complete the organization of the
7    association; or
8        (2) if initial directors are not named in the articles,
9    the organizers shall designate the initial directors and
10    call a meeting of the initial directors to adopt initial
11    bylaws and carry on any other business necessary or proper
12    to complete the organization of the association.
13    (b) Unless the articles otherwise provide, the initial
14directors may cause the limited cooperative association to
15accept members, including those necessary for the association
16to begin business.
17    (c) Initial directors need not be members.
18    (d) An initial director serves until a successor is elected
19and qualified at a members' meeting or the director is removed,
20resigns, is adjudged incompetent, or dies.
21    Section 35. Bylaws.
22    (a) Bylaws shall include:
23        (1) a statement of the capital structure of the limited
24    cooperative association;
25        (2) the classes or other types of members' interests



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1    and relative rights, preferences, and restrictions granted
2    to or imposed upon each class or other type of member's
3    interest, including:
4            (A) a statement concerning the manner in which
5        profits and losses are allocated and distributions are
6        made among members and, if community investors are
7        authorized, the manner in which profits and losses are
8        allocated and how distributions are made among
9        investor members and between members and community
10        investors;
11            (B) a statement designating voting and other
12        governance rights of each class or other type of
13        members' interests and, if relevant, community
14        investors, including which members have voting power
15        and any restriction on voting power;
16        (3) a statement of the method for admission of members;
17        (4) a statement that a member's interest is
18    transferable, if it is to be transferable, and a statement
19    of the conditions upon which it may be transferred;
20        (5) a statement concerning:
21            (A) whether persons that are not members but
22        conduct business with the association may be permitted
23        to share in allocations of profits and losses and
24        receive distributions; and
25            (B) the manner in which profits and losses are
26        allocated and distributions are made with respect to



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1        those persons; and
2        (6) a statement of the number and terms of directors or
3    the method by which the number and terms are determined;
4    and
5        (7) a statement addressing members' contributions.
6    (b) Bylaws may contain any other provision for managing and
7regulating the affairs of the association.
8    Section 40. Members.
9    (a) To begin business, a limited cooperative association
10must have at least 3 members unless the sole member is a
12    (b) A person becomes a member:
13        (1) as provided in the articles or bylaws;
14        (2) as the result of a merger or conversion under
15    Section 65; or
16        (3) with the consent of all the members.
17    (c) A member, solely by reason of being a member, may not
18act for or bind the limited cooperative association.
19    (d) Unless the articles provide otherwise, a debt,
20obligation, or other liability of a limited cooperative
21association is solely that of the association and is not the
22debt, obligation, or liability of a member solely by reason of
23being a member.
24    (e) The total voting membership body shall constitute the
25assembly of the limited cooperative association.



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1    (f) The assembly shall meet annually at a time provided in
2the articles or bylaws or set by the board of directors not
3inconsistent with the articles and bylaws.
4    (g) Failure to hold an annual assembly meeting does not
5affect the validity of any action by the limited cooperative
7    (h) A limited cooperative association shall notify each
8member of the time, date, and place of a members' meeting at
9least 10 and not more than 60 days before the meeting; except
10that, if the notice is of a meeting of the members in one or
11more districts or classes of members, the notice shall be given
12only to members in those districts or classes.
13    Section 45. Voting.
14    (a) The articles or bylaws may allocate voting power among
15members on the basis of one or a combination of the following:
16        (1) one member, one vote;
17        (2) if a member is a cooperative, the number of its
18    members; or
19        (3) on the basis of use or patronage unless the
20    cooperative has elected to be a worker cooperative.
21    (b) If the articles or bylaws allocate voting power on the
22basis of use or patronage and a member would be denied a vote
23because the member did not use the limited cooperative
24association or conduct patronage with it during the period on
25which the allocation of voting power is determined, the



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1articles or bylaws must provide that the member shall
2nevertheless be allocated a vote equal to at least the minimum
3voting power allocated to members who used the association or
4conducted patronage with it during the period.
5    (c) The articles or bylaws may provide for the allocation
6of member voting power by districts or class or any combination
8    (d) Community investors are not entitled to vote unless the
9articles or bylaws provide otherwise.
10    (e) At no time shall the members have less than a majority
11of the voting power of the limited cooperative association.
12    Section 50. Board of directors.
13    (a) A limited cooperative association must have a board of
14directors of at least 3 individuals, unless the limited
15cooperative association is a collective worker cooperative.
16Subsections (b) through (e) do not apply to collective worker
18    (b) The affairs of a limited cooperative association must
19be managed by, or under the direction of, the board of
20directors unless the board delegates those duties to the
21assembly of the limited cooperative association. The board may
22adopt policies and procedures that do not conflict with the
23articles, bylaws, or this Act.
24    (c) An individual is not an agent for a limited cooperative
25association solely by being a director.



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1    (d) A debt, obligation, or other liability of a limited
2cooperative association is solely that of the association and
3is not a debt, obligation, or liability of a director solely by
4reason of being a director. An individual is not personally
5liable, directly or indirectly, for an obligation of an
6association solely by reason of being a director.
7    (e) Directors shall be elected for terms determined by the
8bylaws by a majority vote of the assembly.
9    Section 55. Assembly.
10    (a) A limited cooperative association must have an assembly
11as constituted by the body of voting members.
12    (b) An individual is not an agent for a limited cooperative
13association solely by being a member of the assembly.
14    (c) A debt, obligation, or other liability of a limited
15cooperative association is solely that of the association and
16is not a debt, obligation, or liability of a member of the
17assembly solely by reason of being a voting member. An
18individual is not personally liable, directly or indirectly,
19for an obligation of an association solely by reason of being a
20voting member.
21    Section 60. Dissolution. A limited cooperative association
22may be dissolved only by either (1) a two-thirds vote of the
23assembly, or (2) a vote of the assembly of a supermajority
24threshold stated in the bylaws that is more than two-thirds.



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1The vote shall be in accordance with Section 55, and upon
2dissolution its business and activities must be wound up in the
3manner provided under the Limited Liability Company Act for a
4limited liability company.
5    Section 65. Conversion. A limited cooperative association
6may convert into any form of entity permitted if the board of
7directors of the limited cooperative association adopts a plan
8of conversion and the assembly adopts such a plan by a
9two-thirds majority vote.
10    Section 70. Exemption from securities laws. Any security,
11patronage refund, per unit retain certificate, or evidence of
12membership issued or sold by a cooperative association as an
13investment in its capital to the members of a cooperative
14association formed under this Act or a similar law of any other
15state and authorized to transact business or conduct activities
16in this State is exempt from the registration requirements of
17the Illinois Securities Law of 1953. Such securities, patronage
18refunds, per unit retain certificates, or evidence of
19membership may be sold lawfully by the issuer or its members or
20salaried employees without the necessity of being registered as
21a broker or dealer under the Illinois Securities Law of 1953.
22    Section 90. The Co-operative Act is amended by changing
23Section 22 as follows:



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1    (805 ILCS 310/22)  (from Ch. 32, par. 326)
2    Sec. 22. No corporation or association hereafter organized
3or doing business for profit in this State shall be entitled to
4use the term "Co-operative" as a part of its corporate or other
5business name or title unless it has complied with the
6provisions of this Act, except (1) a corporation organized
7under the Business Corporation Act of 1983 for the purpose of
8ownership or administration of residential property on a
9cooperative basis, or (2) a cooperative corporation organized
10under the General Not For Profit Corporation Act of 1986 or its
11predecessor or successor statutes, or (3) a limited worker
12cooperative association organized under the Limited Worker
13Cooperative Association Act. Any corporation or association
14violating the provision of this Section may be enjoined from
15doing business under such name at the instance of any
16shareholder of any association or corporation organized under
17this Act.
18(Source: P.A. 95-368, eff. 8-23-07.)
19    Section 95. The Illinois Securities Law of 1953 is amended
20by changing Section 3 as follows:
21    (815 ILCS 5/3)  (from Ch. 121 1/2, par. 137.3)
22    Sec. 3. The provisions of Sections 2a, 5, 6 and 7 of this
23Act shall not apply to any of the following securities:



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1    A. Any security (including a revenue obligation) issued or
2guaranteed by the United States, any state, any political
3subdivision of a state, or any agency or corporation or other
4instrumentality of any one or more of the foregoing, or any
5certificate of deposit for any such security.
6    B. Any security issued or guaranteed by Canada, any
7Canadian province, any political subdivision of any such
8province, any agency or corporation or other instrumentality of
9one or more of the foregoing, or any other foreign government
10with which the United States then maintains diplomatic
11relations, if the security is recognized as a valid obligation
12by the issuer or guarantor.
13    C. (1) Any security issued by and representing an interest
14in or a debt of, or guaranteed by, any bank or savings bank,
15bank holding company, or credit union organized under the laws
16of the United States, or any bank, savings bank, savings
17institution or trust company organized and supervised under the
18laws of any state, or any interest or participation in any
19common trust fund or similar fund maintained by any such bank,
20savings bank, savings institution or trust company exclusively
21for the collective investment and reinvestment of assets
22contributed thereto by such bank, savings bank, savings
23institution or trust company or any affiliate thereof, in its
24capacity as fiduciary, trustee, executor, administrator or
26    (2) Any security issued or guaranteed to both principal and



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1interest by an international bank of which the United States is
2a member.
3    D. (1) Any security issued by and representing an interest
4in or a debt of, or guaranteed by, any federal savings and loan
5association, or any savings and loan association or building
6and loan association organized and supervised under the laws of
7any state.
8    (2) Any security issued or guaranteed by any federal credit
9union or any credit union, industrial loan association, or
10similar organization organized and supervised under the laws of
11any state.
12    E. Any security issued or guaranteed by any railroad, other
13common carrier, public utility or holding company where such
14issuer or guarantor is subject to the jurisdiction of the
15Interstate Commerce Commission or successor entity, or is a
16registered holding company under the Public Utility Holding
17Company Act of 1935 or a subsidiary of such a company within
18the meaning of that Act, or is regulated in respect of its
19rates and charges by a governmental authority of the United
20States or any state, or is regulated in respect of the issuance
21or guarantee of the security by a governmental authority of the
22United States, any state, Canada, or any Canadian province.
23    F. Equipment trust certificates in respect of equipment
24leased or conditionally sold to a person, if securities issued
25by such person would be exempt under subsection E of this



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1    G. Any security which at the time of sale is listed or
2approved for listing upon notice of issuance on the New York
3Stock Exchange, Inc., the American Stock Exchange, Inc., the
4Pacific Stock Exchange, Inc., the Chicago Stock Exchange, Inc.,
5the Chicago Board of Trade, the Philadelphia Stock Exchange,
6Inc., the Chicago Board Options Exchange, Incorporated, the
7National Market System of the Nasdaq Stock Market, or any other
8exchange, automated quotation system or board of trade which
9the Secretary of State, by rule or regulation, deems to have
10substantially equivalent standards for listing or designation
11as required by any such exchange, automated quotation system or
12board of trade; and securities senior or of substantially equal
13rank, both as to dividends or interest and upon liquidation, to
14securities so listed or designated; and warrants and rights to
15purchase any of the foregoing; provided, however, that this
16subsection G shall not apply to investment fund shares or
17securities of like character, which are being continually
18offered at a price or prices determined in accordance with a
19prescribed formula.
20    The Secretary of State may, after notice and opportunity
21for hearing, revoke the exemption afforded by this subparagraph
22with respect to any securities by issuing an order if the
23Secretary of State finds that the further sale of the
24securities in this State would work or tend to work a fraud on
25purchasers of the securities.
26    H. Any security issued by a person organized and operated



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1not for pecuniary profit and exclusively for religious,
2educational, benevolent, fraternal, agricultural, charitable,
3athletic, professional, trade, social or reformatory purposes,
4or as a chamber of commerce or local industrial development
5corporation, or for more than one of said purposes and no part
6of the net earnings of which inures to the benefit of any
7private stockholder or member.
8    I. Instruments evidencing indebtedness under an agreement
9for the acquisition of property under contract of conditional
11    J. A note secured by a first mortgage upon tangible
12personal or real property when such mortgage is made, assigned,
13sold, transferred and delivered with such note or other written
14obligation secured by such mortgage, either to or for the
15benefit of the purchaser or lender; or bonds or notes not more
16than 10 in number secured by a first mortgage upon the title in
17fee simple to real property if the aggregate principal amount
18secured by such mortgage does not exceed $500,000 and also does
19not exceed 75% of the fair market value of such real property.
20    K. A note or notes not more than 10 in number secured by a
21junior mortgage lien if the aggregate principal amount of the
22indebtedness represented thereby does not exceed 50% of the
23amount of the then outstanding prior lien indebtedness and
24provided that the total amount of the indebtedness (including
25the indebtedness represented by the subject junior mortgage
26note or notes) shall not exceed 90% of the fair market value of



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1the property securing such indebtedness; and provided further
2that each such note or notes shall bear across the face thereof
3the following legend in letters at least as large as 12 point
5    L. Any negotiable promissory note or draft, bill of
6exchange or bankers' acceptance which arises out of a current
7transaction or the proceeds of which have been or are to be
8used for current transactions, and which evidences an
9obligation to pay cash within 9 months of the date of issuance
10exclusive of days of grace, or any renewal of such note, draft,
11bill or acceptance which is likewise limited, or any guarantee
12of such note, draft, bill or acceptance or of any such renewal,
13provided that the note, draft, bill, or acceptance is a
14negotiable security eligible for discounting by banks that are
15members of the Federal Reserve System. Any instrument exempted
16under this subsection from the requirement of Sections 5, 6,
17and 7 of this Act shall bear across the face thereof the
18following legend in letters at least as large as 12 point type:
21ILLINOIS OR THE UNITED STATES.". However, the foregoing legend
22shall not be required with respect to any such instrument:
23        (i) sold to a person described in subsection C or H of
24    Section 4 of this Act;
25        (ii) sold to a "Qualified Institutional Buyer" as that
26    term is defined in Rule 144a adopted under the Securities



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1    Act of 1933;
2        (iii) where the minimum initial subscription for the
3    purchase of such instrument is $100,000 or more; or
4        (iv) issued by an issuer that has any class of
5    securities registered under Section 12 of the Securities
6    Exchange Act of 1934 or has any outstanding class of
7    indebtedness rated in one of the 3 highest categories by a
8    rating agency designated by the Department;
9    M. Any security issued by and representing an interest in
10or a debt of, or guaranteed by, any insurance company organized
11under the laws of any state.
12    N. Any security issued pursuant to (i) a written
13compensatory benefit plan (including without limitation, any
14purchase, savings, option, bonus, stock appreciation, profit
15sharing, thrift, incentive, pension, or similar plan) and
16interests in such plans established by one or more of the
17issuers thereof or its parents or majority-owned subsidiaries
18for the participation of their employees, directors, general
19partners, trustees (where the issuer is a business trust),
20officers, or consultants or advisers of such issuers or its
21parents or majority-owned subsidiaries, provided that bona
22fide services are rendered by consultants or advisers and those
23services are not in connection with the offer and sale of
24securities in a capital-raising transaction or (ii) a written
25contract relating to the compensation of any such person.
26    O. Any option, put, call, spread or straddle issued by a



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1clearing agency registered as such under the Federal 1934 Act,
2if the security, currency, commodity, or other interest
3underlying the option, put, call, spread or straddle is not
4required to be registered under Section 5.
5    P. Any security which meets all of the following
7        (1) If the issuer is not organized under the laws of
8    the United States or a state, it has appointed a duly
9    authorized agent in the United States for service of
10    process and has set forth the name and address of the agent
11    in its prospectus.
12        (2) A class of the issuer's securities is required to
13    be and is registered under Section 12 of the Federal 1934
14    Act, and has been so registered for the three years
15    immediately preceding the offering date.
16        (3) Neither the issuer nor a significant subsidiary has
17    had a material default during the last seven years, or for
18    the period of the issuer's existence if less than seven
19    years, in the payment of (i) principal, interest, dividend,
20    or sinking fund installment on preferred stock or
21    indebtedness for borrowed money, or (ii) rentals under
22    leases with terms of three years or more.
23        (4) The issuer has had consolidated net income, before
24    extraordinary items and the cumulative effect of
25    accounting changes, of at least $1,000,000 in four of its
26    last five fiscal years including its last fiscal year; and



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1    if the offering is of interest bearing securities, has had
2    for its last fiscal year, net income, before deduction for
3    income taxes and depreciation, of at least 1-1/2 times the
4    issuer's annual interest expense, giving effect to the
5    proposed offering and the intended use of the proceeds. For
6    the purposes of this clause "last fiscal year" means the
7    most recent year for which audited financial statements are
8    available, provided that such statements cover a fiscal
9    period ended not more than 15 months from the commencement
10    of the offering.
11        (5) If the offering is of stock or shares other than
12    preferred stock or shares, the securities have voting
13    rights and the rights include (i) the right to have at
14    least as many votes per share, and (ii) the right to vote
15    on at least as many general corporate decisions, as each of
16    the issuer's outstanding classes of stock or shares, except
17    as otherwise required by law.
18        (6) If the offering is of stock or shares, other than
19    preferred stock or shares, the securities are owned
20    beneficially or of record, on any date within six months
21    prior to the commencement of the offering, by at least
22    1,200 persons, and on that date there are at least 750,000
23    such shares outstanding with an aggregate market value,
24    based on the average bid price for that day, of at least
25    $3,750,000. In connection with the determination of the
26    number of persons who are beneficial owners of the stock or



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1    shares of an issuer, the issuer or dealer may rely in good
2    faith for the purposes of this clause upon written
3    information furnished by the record owners.
4        (7) The issuer meets the conditions specified in
5    paragraphs (2), (3) and (4) of this subsection P if either
6    the issuer or the issuer and the issuer's predecessor,
7    taken together, meet such conditions and if: (a) the
8    succession was primarily for the purpose of changing the
9    state of incorporation of the predecessor or forming a
10    holding company and the assets and liabilities of the
11    successor at the time of the succession were substantially
12    the same as those of the predecessor; or (b) all
13    predecessors met such conditions at the time of succession
14    and the issuer has continued to do so since the succession.
15    Q. Any security appearing on the List of OTC Margin Stocks
16published by the Board of Governors of the Federal Reserve
17System or any security incorporated by reference to the List of
18OTC Margin Stocks by the Board of Governors of the Federal
19Reserve System; any other securities of the same issuer which
20are of senior or substantially equal rank; any securities
21called for by subscription rights or warrants so listed or
22approved; or any warrants or rights to purchase or subscribe to
23any of the foregoing.
24    R. Any security issued by a bona fide limited worker
25cooperative association or by a bona fide agricultural
26cooperative operating in this State that is organized under the



HB3663 Enrolled- 23 -LRB101 09719 JLS 54819 b

1laws of this State or as a foreign cooperative association
2organized under the law of another state that has been duly
3qualified to transact business in this State.
4(Source: P.A. 90-70, eff. 7-8-97; 91-809, eff. 1-1-01.)
5    Section 99. Effective date. This Act takes effect January
61, 2020.