Full Text of SB3387 96th General Assembly
SB3387 96TH GENERAL ASSEMBLY
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96TH GENERAL ASSEMBLY
State of Illinois
2009 and 2010 SB3387
Introduced 2/10/2010, by Sen. A. J. Wilhelmi SYNOPSIS AS INTRODUCED: |
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805 ILCS 105/107.10 |
from Ch. 32, par. 107.10 |
805 ILCS 105/108.45 |
from Ch. 32, par. 108.45 |
805 ILCS 105/108.60 |
from Ch. 32, par. 108.60 |
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Amends the General Not For Profit Corporation Act of 1986. Provides that unless otherwise provided in the articles of incorporation or the bylaws, any action required by the Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of members entitled to vote, may also be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be approved by all the members entitled to vote. In connection with informal action taken by the directors, requires that a consent to such action be approved in writing (instead of signed) by all the directors. In provisions concerning a director's conflict of interest, provides that if a director is an officer or director of both parties to a transaction involving a grant or contribution, without consideration, from one entity to the other, that director is not "indirectly" a party to the transaction provided the director does not have a material financial interest in the entity that receives the grant or contribution (replacing an existing similar provision). Effective immediately.
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A BILL FOR
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SB3387 |
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LRB096 19767 DRJ 35204 b |
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| AN ACT concerning business.
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| Be it enacted by the People of the State of Illinois,
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| represented in the General Assembly:
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| Section 5. The General Not For Profit Corporation Act of | 5 |
| 1986 is amended by changing Sections 107.10, 108.45, and 108.60 | 6 |
| as follows:
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| (805 ILCS 105/107.10) (from Ch. 32, par. 107.10)
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| Sec. 107.10. Informal action by members entitled to
vote. | 9 |
| (a) Unless otherwise provided in the articles of
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| incorporation or the bylaws, any action required by this
Act to | 11 |
| be taken at any annual or special meeting of the
members | 12 |
| entitled to vote, or any other action which may be
taken at a | 13 |
| meeting of the members entitled to vote, may be
taken by ballot | 14 |
| without a meeting in writing by mail, e-mail, or any other | 15 |
| electronic means pursuant to which the members entitled to vote | 16 |
| thereon are given the opportunity to vote for or against the | 17 |
| proposed action, and the action receives approval by a majority | 18 |
| of the members casting votes, or such larger number as may be | 19 |
| required by the Act, the articles of incorporation, or the | 20 |
| bylaws, provided that the number of members casting votes would | 21 |
| constitute a quorum if such action had been taken at a meeting. | 22 |
| Voting must remain open for not less than 5 days from the date | 23 |
| the ballot is delivered; provided, however, in the case of a |
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SB3387 |
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LRB096 19767 DRJ 35204 b |
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| removal of one or more directors, a merger, consolidation, | 2 |
| dissolution or sale, lease or exchange of assets, the voting | 3 |
| must remain open for not less than 20 days from the date the | 4 |
| ballot is delivered.
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| (b) Such informal action by members shall become
effective | 6 |
| only if, at least 5 days prior to the
effective date of such | 7 |
| informal action, a notice in writing of the
proposed action is | 8 |
| delivered to all of the members entitled
to vote with respect | 9 |
| to the subject matter thereof.
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| (c) In the event that the action which is approved is
such | 11 |
| as would have required the filing of a certificate
under any | 12 |
| other Section of this Act if such action had been
voted on by | 13 |
| the members at a meeting thereof, the
certificate filed under | 14 |
| such other Section shall state, in
lieu of any statement | 15 |
| required by such Section concerning
any vote of members, that | 16 |
| an informal vote has been conducted in
accordance with the | 17 |
| provisions of this Section and that
written notice has been | 18 |
| delivered as provided in this
Section.
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| (d) In addition, unless otherwise provided in the articles | 20 |
| of incorporation or the bylaws, any action required by this Act | 21 |
| to be taken at any annual or special meeting of the members | 22 |
| entitled to vote, or any other action which may be taken at a | 23 |
| meeting of members entitled to vote, may also be taken without | 24 |
| a meeting and without a vote if a consent in writing, setting | 25 |
| forth the action so taken, shall be approved by all the members | 26 |
| entitled to vote with respect to the subject matter thereof. |
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LRB096 19767 DRJ 35204 b |
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| (Source: P.A. 96-649, eff. 1-1-10.)
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| (805 ILCS 105/108.45) (from Ch. 32, par. 108.45)
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| Sec. 108.45. Informal action by directors. | 4 |
| (a) Unless
specifically prohibited by the articles of | 5 |
| incorporation or
bylaws, any action required by this Act to be | 6 |
| taken at a
meeting of the board of directors of a corporation, | 7 |
| or any
other action which may be taken at a meeting of the | 8 |
| board of
directors or a committee thereof, may be taken without | 9 |
| a
meeting if a consent in writing, setting forth the action so
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| taken, shall be approved in writing signed by all of the | 11 |
| directors and all of
any nondirector committee members entitled | 12 |
| to vote with
respect to the subject matter thereof, or by all | 13 |
| the members
of such committee, as the case may be.
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| (b) The consent shall be evidenced by one or more written
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| approvals, each of which sets forth the action taken and | 16 |
| provides a written record of approval. All the approvals | 17 |
| evidencing the consent shall be
delivered to the secretary to | 18 |
| be filed in the corporate
records. The action taken shall be | 19 |
| effective when all the
directors or the committee members, as | 20 |
| the case may be, have
approved the consent unless the consent | 21 |
| specifies a
different effective date.
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| (c) Any such consent approved in writing signed by all the | 23 |
| directors or all the
committee members, as the case may be, | 24 |
| shall have the same
effect as a unanimous vote and may be | 25 |
| stated as such in any
document filed with the Secretary of |
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LRB096 19767 DRJ 35204 b |
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| State under this Act.
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| (Source: P.A. 96-649, eff. 1-1-10.)
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| (805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
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| Sec. 108.60. Director conflict of interest. | 5 |
| (a) If a
transaction is fair to a corporation at the time | 6 |
| it is
authorized, approved, or ratified, the fact that a | 7 |
| director
of the corporation is directly or indirectly a party | 8 |
| to the
transaction is not grounds for invalidating the | 9 |
| transaction.
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| (b) In a proceeding contesting the validity of a
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| transaction described in subsection (a), the person
asserting | 12 |
| validity has the burden of proving fairness
unless:
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| (1) The material facts of the transaction and the
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| director's interest or relationship were disclosed or | 15 |
| known
to the board of directors or a committee consisting | 16 |
| entirely
of directors and the board or committee | 17 |
| authorized, approved
or ratified the transaction by the | 18 |
| affirmative votes of a
majority of disinterested | 19 |
| directors, even though the
disinterested directors be less | 20 |
| than a quorum; or
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| (2) The material facts of the transaction and the
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| director's interest or relationship were disclosed or | 23 |
| known
to the members entitled to vote, if any, and they
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| authorized, approved or ratified the transaction without
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| counting the vote of any member who is an interested
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LRB096 19767 DRJ 35204 b |
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| director.
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| (c) The presence of the director, who is directly or
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| indirectly a party to the transaction described in
subsection | 4 |
| (a), or a director who is otherwise not
disinterested, may be | 5 |
| counted in determining whether a
quorum is present but may not | 6 |
| be counted when the board of
directors or a committee of the | 7 |
| board takes action on the
transaction.
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| (d) For purposes of this Section, a director is
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| "indirectly" a party to a transaction if the other party to
the | 10 |
| transaction is an entity in which the director has a
material | 11 |
| financial interest or of which the director is an
officer, | 12 |
| director or general partner ; except that if a director is an | 13 |
| officer or director of both parties to a transaction involving | 14 |
| a grant or contribution, without consideration, from one entity | 15 |
| to the other, that director is not "indirectly" a party to the | 16 |
| transaction provided the director does not have a material | 17 |
| financial interest in the entity that receives the grant or | 18 |
| contribution .
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| (e) (Blank). The provisions of this Section do not apply | 20 |
| where a director of the corporation is directly or indirectly a | 21 |
| party to a transaction involving a grant or contribution, | 22 |
| without consideration, by one organization to another. | 23 |
| (Source: P.A. 96-649, eff. 1-1-10.)
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| Section 99. Effective date. This Act takes effect upon | 25 |
| becoming law.
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