(805 ILCS 315/26)
(from Ch. 32, par. 465)
Any corporation or association organized under any general or
special Act of this State, shall have the benefits of this Act, and be
bound thereby, upon filing with the Secretary of State, a written
declaration, attested by the secretary or assistant secretary and verified
under oath by the president, or vice-president to the effect that the
corporation has decided by the written consent or vote of the holders of
two-thirds (2/3) of all of the shares of outstanding capital stock, or if
organized without capital stock, by the written consent or vote
representing two-thirds (2/3) of all members, to accept the benefits of the
provisions of this Act, and be bound thereby.
Any corporation re-organizing under this Act shall at the same time
amend its articles of incorporation to conform to the provisions of this
Act and shall include the certification of such necessary amendments
thereto in such written declaration.
Any other amendment to the articles of incorporation consistent with the
provisions of this Act, may be authorized by shareholders or members at the
same time and in the same manner, as provided in this section for
re-organizing the corporation under this Act. Certification of such
amendments may also be included in such written declaration of
re-organization. The filing fee for such written declaration of
re-organization and amendment shall be the same as for filing an amendment
to the articles of incorporation.
In event any member or stockholder of any corporation, which shall have
accepted the benefits of this act as aforesaid, shall object to such action
the rights of such objecting member or stockholder shall be determined and
discharged upon the same conditions, in the same manner and by like
proceedings as are provided by law for objecting stockholders to the merger
or consolidation of corporations for pecuniary profit.
(Source: Laws 1931, p. 390.)