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| [ Senate Amendment 002 ] |
92_HB4228sam001
SRS92HB4228JJapam01
1 AMENDMENT TO HOUSE BILL 4228
2 AMENDMENT NO. . Amend House Bill 4228 by replacing
3 everything after the enacting clause with the following:
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
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1 annual meeting and if, after a request in writing directed to
2 the president of the corporation, a notice of meeting is not
3 given within 60 days of such request, then any shareholder
4 entitled to vote at an annual meeting may apply to the
5 circuit court of the county in which the registered office or
6 principal place of business of the corporation is located for
7 an order directing that the meeting be held and fixing the
8 time and place of the meeting. The court may issue such
9 additional orders as may be necessary or appropriate for the
10 holding of the meeting.
11 Unless specifically prohibited by the articles of
12 incorporation or by-laws, shareholders may participate in and
13 act at any meeting of the shareholders through the use of a
14 conference telephone or interactive technology, including but
15 not limited to electronic transmission, Internet usage, or
16 remote communication, by means of which all persons
17 participating in the meeting can communicate with each other.
18 Participation in such meeting shall constitute attendance and
19 presence in person at the meeting of the person or persons so
20 participating.
21 Special meetings of the shareholders may be called by the
22 president, by the board of directors, by the holders of not
23 less than one-fifth of all the outstanding shares entitled to
24 vote on the matter for which the meeting is called or by such
25 other officers or persons as may be provided in the articles
26 of incorporation or the by-laws.
27 (Source: P.A. 83-1025.)
28 Section 10. The General Not For Profit Corporation Act
29 of 1986 is amended by changing Section 107.05 as follows:
30 (805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
31 Sec. 107.05. Meeting of members. (a) Meetings of
32 members may be held at such place, either within or without
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1 this State, as may be provided in the bylaws or in a
2 resolution of the board of directors pursuant to authority
3 granted in the bylaws. In the absence of any such provision,
4 all meetings shall be held at the registered office of the
5 corporation in this State.
6 (b) An annual meeting of the members entitled to vote
7 may be held at such time as may be provided in the bylaws or
8 in a resolution of the board of directors pursuant to
9 authority granted in the bylaws. Failure to hold the annual
10 meeting at the designated time shall not work a forfeiture or
11 dissolution of the corporation nor affect the validity of
12 corporate action. If an annual meeting has not been held
13 within the earlier of six months after the end of the
14 corporation's fiscal year or fifteen months after its last
15 annual meeting and if, after a request in writing directed to
16 the president of the corporation, a notice of meeting is not
17 delivered to members entitled to vote within 60 days of such
18 request, then any member entitled to vote at an annual
19 meeting may apply to the circuit court of the county in which
20 the registered office or principal place of business of the
21 corporation is located for an order directing that the
22 meeting be held and fixing the time and place of the meeting.
23 The court may issue such additional orders as may be
24 necessary or appropriate for the holding of the meeting.
25 (c) Special meetings of the members may be called by the
26 president or by the board of directors. Special meetings of
27 the members may also be called by such other officers or
28 persons or number or proportion of members entitled to vote
29 as may be provided in the articles of incorporation or the
30 bylaws. In the absence of a provision fixing the number or
31 proportion of members entitled to vote who are entitled to
32 call a meeting, a special meeting of members entitled to vote
33 may be called by such members having one-twentieth of the
34 votes entitled to be cast at such meeting.
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1 (d) Unless specifically prohibited by the articles of
2 incorporation or bylaws, members entitled to vote may
3 participate in and act at any meeting through the use of a
4 conference telephone or interactive technology, including but
5 not limited to electronic transmission, Internet usage, or
6 remote communication, other communications equipment by means
7 of which all persons participating in the meeting can
8 communicate with each other. Participation in such meeting
9 shall constitute attendance and presence in person at the
10 meeting of the person or persons so participating.
11 (e) For meetings of a not-for-profit corporation
12 organized for the purpose of residential cooperative housing,
13 consisting of 50 or more single family dwellings with
14 individual unit legal descriptions based upon a recorded plat
15 of a subdivision, and located in a county containing a
16 population between 780,000 and 3,000,000 inhabitants, any
17 member may record by tape, film, or other means the
18 proceedings at the meetings. The board or the membership may
19 prescribe reasonable rules and regulations to govern the
20 making of the recordings. The portion of any meeting held to
21 discuss violations of rules and regulations of the
22 corporation by a residential shareholder shall be recorded
23 only with the affirmative assent of that shareholder.
24 (Source: P.A. 91-465, eff. 8-6-99.)
25 Section 99. Effective date. This Act takes effect upon
26 becoming law.".