Illinois General Assembly - Full Text of SB2531
Illinois General Assembly

Previous General Assemblies

Full Text of SB2531  99th General Assembly


Sen. Kimberly A. Lightford

Filed: 3/16/2016





09900SB2531sam001LRB099 18670 JLS 46148 a


2    AMENDMENT NO. ______. Amend Senate Bill 2531 by replacing
3everything after the enacting clause with the following:
4    "Section 5. The General Not For Profit Corporation Act of
51986 is amended by changing Sections 101.80 and 107.03 as
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



09900SB2531sam001- 2 -LRB099 18670 JLS 46148 a

1    prescribed by Section 113.15 of this Act in the case of a
2    foreign corporation;
3        (3) The date of filing the statement of acceptance
4    prescribed by Section 101.75 of this Act, in the case of a
5    corporation electing to accept this Act; or
6        (4) The date of filing the articles of consolidation
7    prescribed by Section 111.25 of this Act in the case of a
8    consolidation.
9    (b) "Anniversary month" means the month in which the
10anniversary of the corporation occurs.
11    (c) "Articles of incorporation" means the original
12articles of incorporation including the articles of
13incorporation of a new corporation set forth in the articles of
14consolidation or set forth in a statement of election to accept
15this Act, and all amendments thereto, whether evidenced by
16articles of amendment, articles of merger or statement of
17correction affecting articles. Restated articles of
18incorporation shall supersede the original articles of
19incorporation and all amendments thereto prior to the effective
20date of filing the articles of amendment incorporating the
21restated articles of incorporation. In the case of a
22corporation created by a Special Act of the Legislature,
23"Articles of incorporation" means the special charter and any
24amendments thereto made by Special Act of the Legislature or
25pursuant to general laws.
26    (d) "Board of directors" means the group of persons vested



09900SB2531sam001- 3 -LRB099 18670 JLS 46148 a

1with the management of the affairs of the corporation
2irrespective of the name by which such group is designated.
3    (e) "Bylaws" means the code or codes of rules adopted for
4the regulation or management of the affairs of the corporation
5irrespective of the name or names by which such rules are
7    (f) "Corporation" or "domestic corporation" means a
8domestic not-for-profit corporation subject to the provisions
9of this Act, except a foreign corporation.
10    (g) "Delivered," for the purpose of determining if any
11notice required by this Act is effective, means:
12        (1) Transferred or presented to someone in person;
13        (2) Deposited in the United States mail addressed to
14    the person at his, her or its address as it appears on the
15    records of the corporation, with sufficient first-class
16    postage prepaid thereon;
17        (3) Posted at such place and in such manner or
18    otherwise transmitted to the person's premises as may be
19    authorized and set forth in the articles of incorporation
20    or the bylaws; or
21        (4) Transmitted by electronic means to the e-mail
22    address, facsimile number, or other contact information
23    appearing on the records of the corporation as may be
24    authorized or approved in the articles of incorporation or
25    the bylaws.
26    (g-5) "Economic development corporation" means an



09900SB2531sam001- 4 -LRB099 18670 JLS 46148 a

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



09900SB2531sam001- 5 -LRB099 18670 JLS 46148 a

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



09900SB2531sam001- 6 -LRB099 18670 JLS 46148 a

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



09900SB2531sam001- 7 -LRB099 18670 JLS 46148 a

1    (c) If the corporation is to have no members, that fact
2shall be set forth in the articles of incorporation or the
4    (d) A corporation may issue certificate evidencing
5membership therein.
6    (e) The transfer of a certificate of membership in a
7not-for-profit corporation in which assets are held for a
8charitable, religious, eleemosynary, benevolent or educational
9purpose, shall be without payment of any consideration of money
10or property of any kind or value to the transferor in respect
11to such transfer. Any transfer in violation of this Section
12shall be void.
13    (f) Where the articles of incorporation or bylaws provide
14that a corporation shall have no members, or where a
15corporation has under its articles of incorporation, bylaws or
16in fact no members entitled to vote on a matter, any provision
17of this Act requiring notice to, the presence of, or the vote,
18consent or other action by members of the corporation in
19connection with such matter shall be satisfied by notice to,
20the presence of, or the vote, consent or other action of the
21directors of the corporation.
22    (g) A residential cooperative not-for-profit corporation
23containing 50 or more single family units with individual unit
24legal descriptions based upon a recorded plat of a subdivision
25and located in a county with a population between 780,000 and
263,000,000 shall specifically set forth the qualifications and



09900SB2531sam001- 8 -LRB099 18670 JLS 46148 a

1rights of its members in the Articles of Incorporation and the
3    (h) When an economic development corporation receives any
4public money, its board shall consist of no less than 2 members
5of a labor council or councils and not less than 2 members from
62 separate minority groups. The labor council or councils shall
7represent (i) employees in the construction trades and (ii)
8employees in the public and private sector. No membership fees,
9dues, or assessments shall be required. The labor council and
10minority group members shall be full economic development
11corporation members with all rights and privileges and shall
12not be compensated.
13(Source: P.A. 91-465, eff. 8-6-99.)".