State of Illinois
92nd General Assembly
Legislation

   [ Search ]   [ PDF text ]   [ Legislation ]   
[ Home ]   [ Back ]   [ Bottom ]

[ Introduced ][ Engrossed ][ Senate Amendment 001 ]
[ Senate Amendment 002 ]

92_HB4228enr

 
HB4228 Enrolled                                LRB9214184WHcs

 1        AN ACT concerning corporation.

 2        Be it enacted by the People of  the  State  of  Illinois,
 3    represented in the General Assembly:

 4        Section  5.   The  Business  Corporation  Act  of 1983 is
 5    amended by changing Section 7.05 as follows:

 6        (805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
 7        Sec.  7.05.   Meetings  of  shareholders.   Meetings   of
 8    shareholders  may  be  held  at  such place, either within or
 9    without this State, as may be provided in the by-laws or in a
10    resolution of the board of directors  pursuant  to  authority
11    granted   in  the  by-laws.   In  the  absence  of  any  such
12    provision, all meetings  shall  be  held  at  the  registered
13    office of the corporation in this State.
14        An  annual  meeting  of the shareholders shall be held at
15    such time  as  may  be  provided  in  the  by-laws  or  in  a
16    resolution  of  the  board of directors pursuant to authority
17    granted in the by-laws.  Failure to hold the  annual  meeting
18    at  the  designated  time  shall  not  work  a  forfeiture or
19    dissolution of the corporation nor  affect  the  validity  of
20    corporate  action.   If  an  annual meeting has not been held
21    within the earlier  of  six  months  after  the  end  of  the
22    corporation's  fiscal  year  or fifteen months after its last
23    annual meeting and if, after a request in writing directed to
24    the president of the corporation, a notice of meeting is  not
25    given  within  60  days of such request, then any shareholder
26    entitled to vote at  an  annual  meeting  may  apply  to  the
27    circuit court of the county in which the registered office or
28    principal place of business of the corporation is located for
29    an  order  directing  that the meeting be held and fixing the
30    time and place of the meeting.   The  court  may  issue  such
31    additional  orders as may be necessary or appropriate for the
 
HB4228 Enrolled             -2-                LRB9214184WHcs
 1    holding of the meeting.
 2        Unless  specifically  prohibited  by  the   articles   of
 3    incorporation   or   by-laws,   a   corporation   may   allow
 4    shareholders  to participate in and act at any meeting of the
 5    shareholders through the use of  a  conference  telephone  or
 6    interactive   technology,   including   but  not  limited  to
 7    electronic   transmission,   Internet   usage,   or    remote
 8    communication, by means of which all persons participating in
 9    the  meeting  can communicate with each other.  Participation
10    in such meeting shall constitute attendance and  presence  in
11    person   at   the   meeting  of  the  person  or  persons  so
12    participating.
13        Special meetings of the shareholders may be called by the
14    president, by the board of directors, by the holders  of  not
15    less than one-fifth of all the outstanding shares entitled to
16    vote on the matter for which the meeting is called or by such
17    other  officers or persons as may be provided in the articles
18    of incorporation or the by-laws.
19    (Source: P.A. 83-1025.)

20        Section 10.  The General Not For Profit  Corporation  Act
21    of 1986 is amended by changing Section 107.05 as follows:

22        (805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
23        Sec.  107.05.   Meeting  of  members.   (a)   Meetings of
24    members may be held at such place, either within  or  without
25    this  State,  as  may  be  provided  in  the  bylaws  or in a
26    resolution of the board of directors  pursuant  to  authority
27    granted in the bylaws.  In the absence of any such provision,
28    all  meetings  shall  be held at the registered office of the
29    corporation in this State.
30        (b)  An annual meeting of the members  entitled  to  vote
31    may  be held at such time as may be provided in the bylaws or
32    in a  resolution  of  the  board  of  directors  pursuant  to
 
HB4228 Enrolled             -3-                LRB9214184WHcs
 1    authority  granted in the bylaws.  Failure to hold the annual
 2    meeting at the designated time shall not work a forfeiture or
 3    dissolution of the corporation nor  affect  the  validity  of
 4    corporate  action.   If  an  annual meeting has not been held
 5    within the earlier  of  six  months  after  the  end  of  the
 6    corporation's  fiscal  year  or fifteen months after its last
 7    annual meeting and if, after a request in writing directed to
 8    the president of the corporation, a notice of meeting is  not
 9    delivered  to members entitled to vote within 60 days of such
10    request, then any  member  entitled  to  vote  at  an  annual
11    meeting may apply to the circuit court of the county in which
12    the  registered  office or principal place of business of the
13    corporation is  located  for  an  order  directing  that  the
14    meeting be held and fixing the time and place of the meeting.
15    The  court  may  issue  such  additional  orders  as  may  be
16    necessary or appropriate for the holding of the meeting.
17        (c)  Special meetings of the members may be called by the
18    president  or by the board of directors.  Special meetings of
19    the members may also be called  by  such  other  officers  or
20    persons  or  number or proportion of members entitled to vote
21    as may be provided in the articles of  incorporation  or  the
22    bylaws.   In  the absence of a provision fixing the number or
23    proportion of members entitled to vote who  are  entitled  to
24    call a meeting, a special meeting of members entitled to vote
25    may  be  called  by  such members having one-twentieth of the
26    votes entitled to be cast at such meeting.
27        (d)  Unless specifically prohibited by  the  articles  of
28    incorporation  or  bylaws,  a  corporation  may allow members
29    entitled to vote to may participate in and act at any meeting
30    through the use of  a  conference  telephone  or  interactive
31    technology,   including   but   not   limited  to  electronic
32    transmission, Internet usage, or remote communication,  other
33    communications  equipment  by  means  of  which  all  persons
34    participating in the meeting can communicate with each other.
 
HB4228 Enrolled             -4-                LRB9214184WHcs
 1    Participation in such meeting shall constitute attendance and
 2    presence in person at the meeting of the person or persons so
 3    participating.
 4        (e)  For   meetings   of   a  not-for-profit  corporation
 5    organized for the purpose of residential cooperative housing,
 6    consisting  of  50  or  more  single  family  dwellings  with
 7    individual unit legal descriptions based upon a recorded plat
 8    of a subdivision,  and  located  in  a  county  containing  a
 9    population  between  780,000  and  3,000,000 inhabitants, any
10    member  may  record  by  tape,  film,  or  other  means   the
11    proceedings at the meetings.  The board or the membership may
12    prescribe  reasonable  rules  and  regulations  to govern the
13    making of the recordings.  The portion of any meeting held to
14    discuss  violations  of  rules   and   regulations   of   the
15    corporation  by  a  residential shareholder shall be recorded
16    only with the affirmative assent of that shareholder.
17    (Source: P.A. 91-465, eff. 8-6-99.)

18        Section 99.  Effective date.  This Act takes effect  upon
19    becoming law.

[ Top ]