State of Illinois
92nd General Assembly

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HB4947 Enrolled                                LRB9213347WHcs

 1        AN ACT concerning corporations.

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

 4        Section 5.  The General Not For Profit Corporation Act of
 5    1986 is amended by changing Section 101.80 as follows:

 6        (805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
 7        Sec. 101.80.  Definitions.  As used in this  Act,  unless
 8    the context otherwise requires, the words and phrases defined
 9    in this Section shall have the meanings set forth herein.
10        (a)  "Anniversary"  means  that day each year exactly one
11    or more years after:
12             (1)  The   date   of   filing   the   articles    of
13        incorporation  prescribed  by Section 102.10 of this Act,
14        in the case of a domestic corporation;
15             (2)  The  date  of  filing   the   application   for
16        authority prescribed by Section 113.15 of this Act in the
17        case of a foreign corporation;
18             (3)  The  date of filing the statement of acceptance
19        prescribed by Section 101.75 of this Act, in the case  of
20        a corporation electing to accept this Act; or
21             (4)  The    date   of   filing   the   articles   of
22        consolidation prescribed by Section 111.25 of this Act in
23        the case of a consolidation.
24        (b)  "Anniversary month" means the  month  in  which  the
25    anniversary of the corporation occurs.
26        (c)  "Articles   of  incorporation"  means  the  original
27    articles  of  incorporation   including   the   articles   of
28    incorporation  of a new corporation set forth in the articles
29    of consolidation or set forth in a statement of  election  to
30    accept   this   Act,  and  all  amendments  thereto,  whether
31    evidenced by articles of amendment,  articles  of  merger  or
HB4947 Enrolled             -2-                LRB9213347WHcs
 1    statement   of   correction   affecting  articles.   Restated
 2    articles  of  incorporation  shall  supersede  the   original
 3    articles of incorporation and all amendments thereto prior to
 4    the  effective  date  of  filing  the  articles  of amendment
 5    incorporating the restated articles of incorporation.  In the
 6    case of a  corporation  created  by  a  Special  Act  of  the
 7    Legislature,  "Articles  of  incorporation" means the special
 8    charter and any amendments thereto made by Special Act of the
 9    Legislature or pursuant to general laws.
10        (d)  "Board of directors"  means  the  group  of  persons
11    vested  with the management of the affairs of the corporation
12    irrespective of the name by which such group is designated.
13        (e)  "Bylaws" means the code or codes  of  rules  adopted
14    for  the  regulation  or  management  of  the  affairs of the
15    corporation irrespective of the name or names by  which  such
16    rules are designated.
17        (f)  "Corporation"  or  "domestic  corporation"  means  a
18    domestic not-for-profit corporation subject to the provisions
19    of this Act, except a foreign corporation.
20        (g)  "Delivered,"  for  the purpose of determining if any
21    notice required by this Act is effective, means:
22             (1)  Transferred or presented to someone in person;
23             (2)  Deposited in the United States  mail  addressed
24        to the person at his, her or its address as it appears on
25        the   records   of   the   corporation,  with  sufficient
26        first-class postage prepaid thereon; or
27             (3)  Posted at such place  and  in  such  manner  or
28        otherwise  transmitted to the person's premises as may be
29        authorized and set forth in the articles of incorporation
30        or the bylaws; or.
31             (4)  Transmitted by electronic means to the  address
32        that  appears on the records of the corporation as may be
33        authorized and set forth in the articles of incorporation
34        or the bylaws.
HB4947 Enrolled             -3-                LRB9213347WHcs
 1        (h)  "Foreign   corporation"   means   a   not-for-profit
 2    corporation as defined and organized  under  the  laws  other
 3    than  the  laws  of this State, for a purpose or purposes for
 4    which a corporation may be organized under this Act.
 5        (i)  "Incorporator" means  one  of  the  signers  of  the
 6    original articles of incorporation.
 7        (j)  "Insolvent"  means  that  a corporation is unable to
 8    pay its debts as they become due in the usual course  of  the
 9    conduct of its affairs.
10        (k)  "Member" means a person or any organization, whether
11    not  for  profit  or otherwise, having membership rights in a
12    corporation in accordance with the provisions of its articles
13    of incorporation or bylaws.
14        (l)  "Net assets," for the  purpose  of  determining  the
15    authority of a corporation to make distributions, is equal to
16    the  difference between the assets of the corporation and the
17    liabilities of the corporation.
18        (m)  "Not-for-profit  corporation"  means  a  corporation
19    subject to this Act and organized solely for one or  more  of
20    the purposes authorized by Section 103.05 of this Act.
21        (n)  "Registered  office" means that office maintained by
22    the corporation in this State, the address  of  which  is  on
23    file  in  the  office of the Secretary of State, at which any
24    process, notice or demand required or permitted by law may be
25    served upon the registered agent of the corporation.
26        (o)  "Special charter" means the  charter  granted  to  a
27    corporation created by special act of the Legislature whether
28    or  not  the  term  "charter" or "special charter" is used in
29    such special act.
30        (p)  To  the  extent  permitted  in   the   articles   of
31    incorporation  or  the  bylaws  of  the  corporation, actions
32    required to  be  "written",  to  be  "in  writing",  to  have
33    "written consent", to have "written approval" and the like by
34    or  of members, directors, or committee members shall include
HB4947 Enrolled             -4-                LRB9213347WHcs
 1    any  communication  transmitted  or  received  by  electronic
 2    means.
 3    (Source: P.A. 92-33, eff. 7-1-01.)

 4        Section 99.  Effective date.  This Act takes effect  upon
 5    becoming law.

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