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| [ Introduced ] | [ Enrolled ] | [ House Amendment 001 ] |
91_SB0567eng SB567 Engrossed LRB9103879DJcd 1 AN ACT to amend the General Not For Profit Corporation 2 Act of 1986 by changing Sections 101.15 and 110.05. 3 Be it enacted by the People of the State of Illinois, 4 represented in the General Assembly: 5 Section 5. The General Not For Profit Corporation Act of 6 1986 is amended by changing Sections 101.15 and 110.05 as 7 follows: 8 (805 ILCS 105/101.15) (from Ch. 32, par. 101.15) 9 Sec. 101.15. Statement of correction. (a) Whenever any 10 instrument authorized to be filed with the Secretary of State 11 under any provision of this Act has been so filed and, as of 12 the date of the action therein referred to, contains any 13 misstatement of fact, typographical error, error of 14 transcription or any other error or defect, or was 15 defectively or erroneously executed, such instrument may be 16 corrected by filing, in accordance with Section 101.10 of 17 this Act, a statement of correction. 18 (b) A statement of correction shall set forth: 19 (1) The name or names of the corporation or corporations 20 and the State or country under the laws of which each is 21 organized. 22 (2) The title of the instrument being corrected and the 23 date it was filed by the Secretary of State. 24 (3) The inaccuracy, error or defect to be corrected and 25 the portion of the instrument in corrected form. 26 (c) A statement of correction shall be executed in the 27 same manner in which the instrument being corrected was 28 required to be executed. 29 (d) The corrected instrument shall be effective as of 30 the date the original instrument was filed. 31 (e) A statement of correction shall not: SB567 Engrossed -2- LRB9103879DJcd 1 (1) Effect any change or amendment of articles which 2 would not in all respects have complied with the requirements 3 of this Act; 4 (2) Take the place of any document, statement or report 5 otherwise required to be filed by this Act; 6 (3) Affect any right or liability accrued or incurred 7 before such filing, except that any right or liability 8 accrued or incurred by reason of the error or defect being 9 corrected shall be extinguished by such filing if the person 10 having such right has not detrimentally relied on the 11 original instrument; 12 (4) Alter the provisions of the articles of 13 incorporation with respect to the corporation name or purpose 14 or the names and addresses of the incorporators or initial 15 directors; 16 (5) Alter the provisions of the application for 17 certificate of authority of a foreign corporation with 18 respect to the corporation name; 19 (6) Alter the provisions of the application to adopt or 20 change an assumed corporate name with respect to the assumed 21 corporate name; or 22 (7) Alter the wording of any resolution which was in 23 fact adopted by the board of directors or by the members 24 entitled to vote. 25 (Source: P.A. 84-1423.) 26 (805 ILCS 105/110.05) (from Ch. 32, par. 110.05) 27 Sec. 110.05. Authority to amend articles of 28 incorporation. (a) A corporation may amend its articles of 29 incorporation at any time and from time to time to add a new 30 provision or to change or remove an existing provision, 31 provided that the articles as amended contain only such 32 provisions as are required or permitted in original articles 33 of incorporation at the time of amendment. The articles as SB567 Engrossed -3- LRB9103879DJcd 1 amended must contain all the provisions required by 2 subsection (a) of Section 102.10 of this Act except that the 3 names and addresses of the initial directors may be omitted 4removedand the names of the initial registered agent or the 5 address of the initial registered office may be omitted 6removed if a statement of change is on file. 7 (b) A corporation whose period of duration as provided 8 in the articles of incorporation has expired may amend its 9 articles of incorporation to revive its articles and extend 10 the period of corporate duration, including making the 11 duration perpetual, at any time within 5 years after the date 12 of expiration. 13 (Source: P.A. 84-1423.)