(805 ILCS 105/101.80)
(from Ch. 32, par. 101.80)
As used in this Act, unless
the context otherwise requires, the words and phrases
defined in this Section shall have the meanings set forth
(a) "Anniversary" means that day each year exactly one or
more years after:
(1) The date of filing the articles of incorporation
prescribed by Section 102.10 of this Act, in the case of a domestic corporation;
(2) The date of filing the application for authority
prescribed by Section 113.15 of this Act in the case of a foreign corporation;
(3) The date of filing the statement of acceptance
prescribed by Section 101.75 of this Act, in the case of a corporation electing to accept this Act; or
(4) The date of filing the articles of consolidation
prescribed by Section 111.25 of this Act in the case of a consolidation.
(b) "Anniversary month" means the month in which the
anniversary of the corporation occurs.
(c) "Articles of incorporation" means the original articles
of incorporation including the articles of incorporation of
a new corporation set forth in the articles of consolidation
or set forth in a statement of election to accept this Act,
and all amendments thereto, whether evidenced by articles of
amendment, articles of merger or statement of correction
affecting articles. Restated articles of incorporation
shall supersede the original articles of incorporation and
all amendments thereto prior to the effective date of filing
the articles of amendment incorporating the restated
articles of incorporation. In the case of a corporation
created by a Special Act of the Legislature, "Articles of
incorporation" means the special charter and any amendments
thereto made by Special Act of the Legislature or pursuant
to general laws.
(d) "Board of directors" means the group of persons vested
with the management of the affairs of the corporation
irrespective of the name by which such group is designated.
(e) "Bylaws" means the code or codes of rules adopted for
the regulation or management of the affairs of the
corporation irrespective of the name or names by which such
rules are designated.
(f) "Corporation" or "domestic corporation" means a
domestic not-for-profit corporation subject to the
provisions of this Act, except a foreign corporation.
(g) "Delivered," for the purpose of determining if any
notice required by this Act is effective, means:
(1) Transferred or presented to someone in person;
(2) Deposited in the United States mail addressed to
the person at his, her or its address as it appears on the records of the corporation, with sufficient first-class postage prepaid thereon;
(3) Posted at such place and in such manner or
otherwise transmitted to the person's premises as may be authorized and set forth in the articles of incorporation or the bylaws; or
(4) Transmitted by electronic means to the e-mail
address, facsimile number, or other contact information appearing on the records of the corporation as may be authorized or approved in the articles of incorporation or the bylaws.
(h) "Foreign corporation" means a not-for-profit
corporation as defined and organized under the laws other
than the laws of this State, for a purpose or purposes for
which a corporation may be organized under this Act.
(i) "Incorporator" means one of the signers of the original
articles of incorporation.
(j) "Insolvent" means that a corporation is unable to pay
its debts as they become due in the usual course of the
conduct of its affairs.
(k) "Member" means a person or any organization, whether
not for profit or otherwise, having membership rights in a
corporation in accordance with the provisions of its
articles of incorporation or bylaws.
(l) "Net assets," for the purpose of determining the
authority of a corporation to make distributions, is equal
to the difference between the assets of the corporation and
the liabilities of the corporation.
(m) "Not-for-profit corporation" means a corporation
subject to this Act and organized solely for one or more of
the purposes authorized by Section 103.05 of this Act.
(n) "Registered office" means that office maintained by the
corporation in this State, the address of which is on file
in the office of the Secretary of State, at which any
process, notice or demand required or permitted by law may
be served upon the registered agent of the corporation.
(o) "Special charter" means the charter granted to a
corporation created by special act of the Legislature
whether or not the term "charter" or "special charter" is
used in such special act.
(p) Unless otherwise prohibited by the articles of incorporation or the bylaws
of the corporation, actions required to be "written", to be "in writing", to
consent", to have "written approval" and the like by or of members, directors,
members shall include any communication transmitted or received by electronic
(Source: P.A. 96-649, eff. 1-1-10.)