99TH GENERAL ASSEMBLY
State of Illinois
2015 and 2016
SB2531

 

Introduced 2/16/2016, by Sen. Kimberly A. Lightford

 

SYNOPSIS AS INTRODUCED:
 
805 ILCS 105/101.80  from Ch. 32, par. 101.80
805 ILCS 105/107.03  from Ch. 32, par. 107.03

    Amends the General Not For Profit Corporation Act of 1986. Provides that when an economic development council receives public money, its board shall include members of a labor council that represents employees in the construction trades, employees in the public and private sector, and persons from minority groups.


LRB099 18670 JLS 43052 b

 

 

A BILL FOR

 

SB2531LRB099 18670 JLS 43052 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The General Not For Profit Corporation Act of
51986 is amended by changing Sections 101.80 and 107.03 as
6follows:
 
7    (805 ILCS 105/101.80)  (from Ch. 32, par. 101.80)
8    Sec. 101.80. Definitions. As used in this Act, unless the
9context otherwise requires, the words and phrases defined in
10this Section shall have the meanings set forth herein.
11    (a) "Anniversary" means that day each year exactly one or
12more years after:
13        (1) The date of filing the articles of incorporation
14    prescribed by Section 102.10 of this Act, in the case of a
15    domestic corporation;
16        (2) The date of filing the application for authority
17    prescribed by Section 113.15 of this Act in the case of a
18    foreign corporation;
19        (3) The date of filing the statement of acceptance
20    prescribed by Section 101.75 of this Act, in the case of a
21    corporation electing to accept this Act; or
22        (4) The date of filing the articles of consolidation
23    prescribed by Section 111.25 of this Act in the case of a

 

 

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1    consolidation.
2    (b) "Anniversary month" means the month in which the
3anniversary of the corporation occurs.
4    (c) "Articles of incorporation" means the original
5articles of incorporation including the articles of
6incorporation of a new corporation set forth in the articles of
7consolidation or set forth in a statement of election to accept
8this Act, and all amendments thereto, whether evidenced by
9articles of amendment, articles of merger or statement of
10correction affecting articles. Restated articles of
11incorporation shall supersede the original articles of
12incorporation and all amendments thereto prior to the effective
13date of filing the articles of amendment incorporating the
14restated articles of incorporation. In the case of a
15corporation created by a Special Act of the Legislature,
16"Articles of incorporation" means the special charter and any
17amendments thereto made by Special Act of the Legislature or
18pursuant to general laws.
19    (d) "Board of directors" means the group of persons vested
20with the management of the affairs of the corporation
21irrespective of the name by which such group is designated.
22    (e) "Bylaws" means the code or codes of rules adopted for
23the regulation or management of the affairs of the corporation
24irrespective of the name or names by which such rules are
25designated.
26    (f) "Corporation" or "domestic corporation" means a

 

 

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1domestic not-for-profit corporation subject to the provisions
2of this Act, except a foreign corporation.
3    (g) "Delivered," for the purpose of determining if any
4notice required by this Act is effective, means:
5        (1) Transferred or presented to someone in person;
6        (2) Deposited in the United States mail addressed to
7    the person at his, her or its address as it appears on the
8    records of the corporation, with sufficient first-class
9    postage prepaid thereon;
10        (3) Posted at such place and in such manner or
11    otherwise transmitted to the person's premises as may be
12    authorized and set forth in the articles of incorporation
13    or the bylaws; or
14        (4) Transmitted by electronic means to the e-mail
15    address, facsimile number, or other contact information
16    appearing on the records of the corporation as may be
17    authorized or approved in the articles of incorporation or
18    the bylaws.
19    (h) "Foreign corporation" means a not-for-profit
20corporation as defined and organized under the laws other than
21the laws of this State, for a purpose or purposes for which a
22corporation may be organized under this Act.
23    (i) "Incorporator" means one of the signers of the original
24articles of incorporation.
25    (j) "Insolvent" means that a corporation is unable to pay
26its debts as they become due in the usual course of the conduct

 

 

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1of its affairs.
2    (j-5) "Labor council" means any organization representing
3multiple organizations that are monitoring or attentive to
4compliance with public or workers' safety laws, wage and hour
5requirements, or other statutory requirements or that are
6making or maintaining collective bargaining agreements.
7    (k) "Member" means a person or any organization, whether
8not for profit or otherwise, having membership rights in a
9corporation in accordance with the provisions of its articles
10of incorporation or bylaws.
11    (k-5) "Minority group" means an organization that
12advocates on behalf of at least one of the following:
13        (1) American Indian or Alaska Native (a person having
14    origins in any of the original peoples of North and South
15    America, including Central America, and who maintains
16    tribal affiliation or community attachment).
17        (2) Asian (a person having origins in any of the
18    original peoples of the Far East, Southeast Asia, or the
19    Indian subcontinent, including, but not limited to,
20    Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
21    the Philippine Islands, Thailand, and Vietnam).
22        (3) Black or African American (a person having origins
23    in any of the black racial groups of Africa). Terms such as
24    "Haitian" or "Negro" can be used in addition to "Black or
25    African American".
26        (4) Hispanic or Latino (a person of Cuban, Mexican,

 

 

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1    Puerto Rican, South or Central American, or other Spanish
2    culture or origin, regardless of race).
3        (5) Native Hawaiian or Other Pacific Islander (a person
4    having origins in any of the original peoples of Hawaii,
5    Guam, Samoa, or other Pacific Islands).
6    (l) "Net assets," for the purpose of determining the
7authority of a corporation to make distributions, is equal to
8the difference between the assets of the corporation and the
9liabilities of the corporation.
10    (m) "Not-for-profit corporation" means a corporation
11subject to this Act and organized solely for one or more of the
12purposes authorized by Section 103.05 of this Act.
13    (n) "Registered office" means that office maintained by the
14corporation in this State, the address of which is on file in
15the office of the Secretary of State, at which any process,
16notice or demand required or permitted by law may be served
17upon the registered agent of the corporation.
18    (n-5) "Public money" means all public funds, including all
19financing with bonds, grants, loans, or other funds made
20available by or through the State or any of its political
21subdivisions including, but not limited to: bonds issued under
22the Industrial Project Revenue Bond Act (Article 11, Division
2374 of the Illinois Municipal Code), the Industrial Building
24Revenue Bond Act, the Illinois Finance Authority Act, the
25Illinois Sports Facilities Authority Act, or the Build Illinois
26Bond Act; loans or other funds made available pursuant to the

 

 

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1Build Illinois Act; loans or other funds made available
2pursuant to the Riverfront Development Fund under Section 10-15
3of the River Edge Redevelopment Zone Act; or funds from the
4Fund for Illinois' Future under Section 6z-47 of the State
5Finance Act, funds for school construction under Section 5 of
6the General Obligation Bond Act, funds authorized under Section
73 of the School Construction Bond Act, funds for school
8infrastructure under Section 6z-45 of the State Finance Act,
9and funds for transportation purposes under Section 4 of the
10General Obligation Bond Act.
11    (o) "Special charter" means the charter granted to a
12corporation created by special act of the Legislature whether
13or not the term "charter" or "special charter" is used in such
14special act.
15    (p) Unless otherwise prohibited by the articles of
16incorporation or the bylaws of the corporation, actions
17required to be "written", to be "in writing", to have "written
18consent", to have "written approval" and the like by or of
19members, directors, or committee members shall include any
20communication transmitted or received by electronic means.
21(Source: P.A. 96-649, eff. 1-1-10.)
 
22    (805 ILCS 105/107.03)  (from Ch. 32, par. 107.03)
23    Sec. 107.03. Members.
24    (a) A corporation may have one or more classes of members
25or may have no members.

 

 

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1    (b) If the corporation has one or more classes of members,
2the designation of the class or classes and the qualifications
3and rights of the members of each class shall be set forth in
4the articles of incorporation or the bylaws. The articles of
5incorporation or the bylaws may provide for representatives or
6delegates of members and may establish their qualifications and
7rights.
8    (c) If the corporation is to have no members, that fact
9shall be set forth in the articles of incorporation or the
10bylaws.
11    (d) A corporation may issue certificate evidencing
12membership therein.
13    (e) The transfer of a certificate of membership in a
14not-for-profit corporation in which assets are held for a
15charitable, religious, eleemosynary, benevolent or educational
16purpose, shall be without payment of any consideration of money
17or property of any kind or value to the transferor in respect
18to such transfer. Any transfer in violation of this Section
19shall be void.
20    (f) Where the articles of incorporation or bylaws provide
21that a corporation shall have no members, or where a
22corporation has under its articles of incorporation, bylaws or
23in fact no members entitled to vote on a matter, any provision
24of this Act requiring notice to, the presence of, or the vote,
25consent or other action by members of the corporation in
26connection with such matter shall be satisfied by notice to,

 

 

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1the presence of, or the vote, consent or other action of the
2directors of the corporation.
3    (g) A residential cooperative not-for-profit corporation
4containing 50 or more single family units with individual unit
5legal descriptions based upon a recorded plat of a subdivision
6and located in a county with a population between 780,000 and
73,000,000 shall specifically set forth the qualifications and
8rights of its members in the Articles of Incorporation and the
9bylaws.
10    (h) When an economic development council receives any
11public money, its board shall consist of no less than 2 members
12of a labor council that represent (i) employees in the
13construction trades and (ii) employees in the public and
14private sector, and no less than 2 persons selected from 2
15separate minority groups. No membership fees, dues, or
16assessments shall be required. These labor council and minority
17group members shall be full economic development council
18members with all rights and privileges and shall not be
19compensated.
20(Source: P.A. 91-465, eff. 8-6-99.)