SB2604 EnrolledLRB099 18466 JLS 42842 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. If and only if Senate Bill 2531 of the 99th
5General Assembly becomes law in the form in which it passed the
6House of Representatives, then the General Not For Profit
7Corporation Act of 1986 is amended by changing Sections 101.80
8and 107.03 as follows:
 
9    (805 ILCS 105/101.80)  (from Ch. 32, par. 101.80)
10    Sec. 101.80. Definitions. As used in this Act, unless the
11context otherwise requires, the words and phrases defined in
12this Section shall have the meanings set forth herein.
13    (a) "Anniversary" means that day each year exactly one or
14more years after:
15        (1) The date of filing the articles of incorporation
16    prescribed by Section 102.10 of this Act, in the case of a
17    domestic corporation;
18        (2) The date of filing the application for authority
19    prescribed by Section 113.15 of this Act in the case of a
20    foreign corporation;
21        (3) The date of filing the statement of acceptance
22    prescribed by Section 101.75 of this Act, in the case of a
23    corporation electing to accept this Act; or

 

 

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1        (4) The date of filing the articles of consolidation
2    prescribed by Section 111.25 of this Act in the case of a
3    consolidation.
4    (b) "Anniversary month" means the month in which the
5anniversary of the corporation occurs.
6    (c) "Articles of incorporation" means the original
7articles of incorporation including the articles of
8incorporation of a new corporation set forth in the articles of
9consolidation or set forth in a statement of election to accept
10this Act, and all amendments thereto, whether evidenced by
11articles of amendment, articles of merger or statement of
12correction affecting articles. Restated articles of
13incorporation shall supersede the original articles of
14incorporation and all amendments thereto prior to the effective
15date of filing the articles of amendment incorporating the
16restated articles of incorporation. In the case of a
17corporation created by a Special Act of the Legislature,
18"Articles of incorporation" means the special charter and any
19amendments thereto made by Special Act of the Legislature or
20pursuant to general laws.
21    (d) "Board of directors" means the group of persons vested
22with the management of the affairs of the corporation
23irrespective of the name by which such group is designated.
24    (e) "Bylaws" means the code or codes of rules adopted for
25the regulation or management of the affairs of the corporation
26irrespective of the name or names by which such rules are

 

 

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1designated.
2    (f) "Corporation" or "domestic corporation" means a
3domestic not-for-profit corporation subject to the provisions
4of this Act, except a foreign corporation.
5    (g) "Delivered," for the purpose of determining if any
6notice required by this Act is effective, means:
7        (1) Transferred or presented to someone in person;
8        (2) Deposited in the United States mail addressed to
9    the person at his, her or its address as it appears on the
10    records of the corporation, with sufficient first-class
11    postage prepaid thereon;
12        (3) Posted at such place and in such manner or
13    otherwise transmitted to the person's premises as may be
14    authorized and set forth in the articles of incorporation
15    or the bylaws; or
16        (4) Transmitted by electronic means to the e-mail
17    address, facsimile number, or other contact information
18    appearing on the records of the corporation as may be
19    authorized or approved in the articles of incorporation or
20    the bylaws.
21    (g-5) "Economic development corporation" means a local
22not-for-profit, public-private partnership that receives
23public money to promote the development, establishment, or
24expansion of industries. "Economic development corporation"
25does not include a trade association, industry trade group,
26professional association, or business association that is

 

 

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1founded and funded by businesses or individuals operating in a
2specific industry or profession an organization that receives
3public money that promotes the development, establishment, or
4expansion of industries.
5    (h) "Foreign corporation" means a not-for-profit
6corporation as defined and organized under the laws other than
7the laws of this State, for a purpose or purposes for which a
8corporation may be organized under this Act.
9    (i) "Incorporator" means one of the signers of the original
10articles of incorporation.
11    (j) "Insolvent" means that a corporation is unable to pay
12its debts as they become due in the usual course of the conduct
13of its affairs.
14    (j-5) "Labor council" means any organization representing
15multiple entities that are monitoring or attentive to
16compliance with public or workers' safety laws, wage and hour
17requirements, or other statutory requirements or that are
18making or maintaining collective bargaining agreements.
19    (k) "Member" means a person or any organization, whether
20not for profit or otherwise, having membership rights in a
21corporation in accordance with the provisions of its articles
22of incorporation or bylaws.
23    (k-5) "Minority group" means a group that is a readily
24identifiable subset of the U.S. population and that is made up
25of persons who are any of the following:
26        (1) American Indian or Alaska Native (a person having

 

 

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1    origins in any of the original peoples of North and South
2    America, including Central America, and who maintains
3    tribal affiliation or community attachment).
4        (2) Asian (a person having origins in any of the
5    original peoples of the Far East, Southeast Asia, or the
6    Indian subcontinent, including, but not limited to,
7    Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
8    the Philippine Islands, Thailand, and Vietnam).
9        (3) Black or African American (a person having origins
10    in any of the black racial groups of Africa). Terms such as
11    "Haitian" or "Negro" can be used in addition to "Black or
12    African American".
13        (4) Hispanic or Latino (a person of Cuban, Mexican,
14    Puerto Rican, South or Central American, or other Spanish
15    culture or origin, regardless of race).
16        (5) Native Hawaiian or Other Pacific Islander (a person
17    having origins in any of the original peoples of Hawaii,
18    Guam, Samoa, or other Pacific Islands).
19        (6) A woman.
20    (l) "Net assets," for the purpose of determining the
21authority of a corporation to make distributions, is equal to
22the difference between the assets of the corporation and the
23liabilities of the corporation.
24    (m) "Not-for-profit corporation" means a corporation
25subject to this Act and organized solely for one or more of the
26purposes authorized by Section 103.05 of this Act.

 

 

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1    (n) "Registered office" means that office maintained by the
2corporation in this State, the address of which is on file in
3the office of the Secretary of State, at which any process,
4notice or demand required or permitted by law may be served
5upon the registered agent of the corporation.
6    (o) "Special charter" means the charter granted to a
7corporation created by special act of the Legislature whether
8or not the term "charter" or "special charter" is used in such
9special act.
10    (p) Unless otherwise prohibited by the articles of
11incorporation or the bylaws of the corporation, actions
12required to be "written", to be "in writing", to have "written
13consent", to have "written approval" and the like by or of
14members, directors, or committee members shall include any
15communication transmitted or received by electronic means.
16(Source: P.A. 96-649, eff. 1-1-10; 09900SB2531eng.)
 
17    (805 ILCS 105/107.03)  (from Ch. 32, par. 107.03)
18    Sec. 107.03. Members.
19    (a) A corporation may have one or more classes of members
20or may have no members.
21    (b) If the corporation has one or more classes of members,
22the designation of the class or classes and the qualifications
23and rights of the members of each class shall be set forth in
24the articles of incorporation or the bylaws. The articles of
25incorporation or the bylaws may provide for representatives or

 

 

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1delegates of members and may establish their qualifications and
2rights.
3    (c) If the corporation is to have no members, that fact
4shall be set forth in the articles of incorporation or the
5bylaws.
6    (d) A corporation may issue certificate evidencing
7membership therein.
8    (e) The transfer of a certificate of membership in a
9not-for-profit corporation in which assets are held for a
10charitable, religious, eleemosynary, benevolent or educational
11purpose, shall be without payment of any consideration of money
12or property of any kind or value to the transferor in respect
13to such transfer. Any transfer in violation of this Section
14shall be void.
15    (f) Where the articles of incorporation or bylaws provide
16that a corporation shall have no members, or where a
17corporation has under its articles of incorporation, bylaws or
18in fact no members entitled to vote on a matter, any provision
19of this Act requiring notice to, the presence of, or the vote,
20consent or other action by members of the corporation in
21connection with such matter shall be satisfied by notice to,
22the presence of, or the vote, consent or other action of the
23directors of the corporation.
24    (g) A residential cooperative not-for-profit corporation
25containing 50 or more single family units with individual unit
26legal descriptions based upon a recorded plat of a subdivision

 

 

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1and located in a county with a population between 780,000 and
23,000,000 shall specifically set forth the qualifications and
3rights of its members in the Articles of Incorporation and the
4bylaws.
5    (h) When an economic development corporation receives any
6public money in an amount greater than $1,500 annually from a
7single source, its board shall consist of no less than 2
8members of a labor council or councils and not less than 2
9members from 2 separate minority groups. The labor council or
10councils shall represent (i) employees in the construction
11trades and (ii) employees in the public and private sector. No
12membership fees, dues, or assessments shall be required. The
13labor council and minority group members shall be full economic
14development corporation members with all rights and privileges
15and shall not be compensated. As used in this subsection,
16"public money" means any funds from the federal government or a
17federal agency, the State or a State agency, or any unit of
18local government, but does not include funds received for job
19training, apprenticeships, and federally required education.
20(Source: P.A. 91-465, eff. 8-6-99; 09900SB2531eng.)