Illinois General Assembly - Full Text of SB2531
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Full Text of SB2531  99th General Assembly




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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
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
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    (g-5) "Economic development corporation" means an
20organization that receives public money that promotes the
21development, establishment, or expansion of industries.
22    (h) "Foreign corporation" means a not-for-profit
23corporation as defined and organized under the laws other than
24the laws of this State, for a purpose or purposes for which a
25corporation may be organized under this Act.
26    (i) "Incorporator" means one of the signers of the original



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1articles of incorporation.
2    (j) "Insolvent" means that a corporation is unable to pay
3its debts as they become due in the usual course of the conduct
4of its affairs.
5    (j-5) "Labor council" means any organization representing
6multiple entities that are monitoring or attentive to
7compliance with public or workers' safety laws, wage and hour
8requirements, or other statutory requirements or that are
9making or maintaining collective bargaining agreements.
10    (k) "Member" means a person or any organization, whether
11not for profit or otherwise, having membership rights in a
12corporation in accordance with the provisions of its articles
13of incorporation or bylaws.
14    (k-5) "Minority group" means a group that is a readily
15identifiable subset of the U.S. population and that is made up
16of persons who are any of the following:
17        (1) American Indian or Alaska Native (a person having
18    origins in any of the original peoples of North and South
19    America, including Central America, and who maintains
20    tribal affiliation or community attachment).
21        (2) Asian (a person having origins in any of the
22    original peoples of the Far East, Southeast Asia, or the
23    Indian subcontinent, including, but not limited to,
24    Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
25    the Philippine Islands, Thailand, and Vietnam).
26        (3) Black or African American (a person having origins



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1    in any of the black racial groups of Africa). Terms such as
2    "Haitian" or "Negro" can be used in addition to "Black or
3    African American".
4        (4) Hispanic or Latino (a person of Cuban, Mexican,
5    Puerto Rican, South or Central American, or other Spanish
6    culture or origin, regardless of race).
7        (5) Native Hawaiian or Other Pacific Islander (a person
8    having origins in any of the original peoples of Hawaii,
9    Guam, Samoa, or other Pacific Islands).
10        (6) A woman.
11    (l) "Net assets," for the purpose of determining the
12authority of a corporation to make distributions, is equal to
13the difference between the assets of the corporation and the
14liabilities of the corporation.
15    (m) "Not-for-profit corporation" means a corporation
16subject to this Act and organized solely for one or more of the
17purposes authorized by Section 103.05 of this Act.
18    (n) "Registered office" means that office maintained by the
19corporation in this State, the address of which is on file in
20the office of the Secretary of State, at which any process,
21notice or demand required or permitted by law may be served
22upon the registered agent of the corporation.
23    (o) "Special charter" means the charter granted to a
24corporation created by special act of the Legislature whether
25or not the term "charter" or "special charter" is used in such
26special act.



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1    (p) Unless otherwise prohibited by the articles of
2incorporation or the bylaws of the corporation, actions
3required to be "written", to be "in writing", to have "written
4consent", to have "written approval" and the like by or of
5members, directors, or committee members shall include any
6communication transmitted or received by electronic means.
7(Source: P.A. 96-649, eff. 1-1-10.)
8    (805 ILCS 105/107.03)  (from Ch. 32, par. 107.03)
9    Sec. 107.03. Members.
10    (a) A corporation may have one or more classes of members
11or may have no members.
12    (b) If the corporation has one or more classes of members,
13the designation of the class or classes and the qualifications
14and rights of the members of each class shall be set forth in
15the articles of incorporation or the bylaws. The articles of
16incorporation or the bylaws may provide for representatives or
17delegates of members and may establish their qualifications and
19    (c) If the corporation is to have no members, that fact
20shall be set forth in the articles of incorporation or the
22    (d) A corporation may issue certificate evidencing
23membership therein.
24    (e) The transfer of a certificate of membership in a
25not-for-profit corporation in which assets are held for a



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1charitable, religious, eleemosynary, benevolent or educational
2purpose, shall be without payment of any consideration of money
3or property of any kind or value to the transferor in respect
4to such transfer. Any transfer in violation of this Section
5shall be void.
6    (f) Where the articles of incorporation or bylaws provide
7that a corporation shall have no members, or where a
8corporation has under its articles of incorporation, bylaws or
9in fact no members entitled to vote on a matter, any provision
10of this Act requiring notice to, the presence of, or the vote,
11consent or other action by members of the corporation in
12connection with such matter shall be satisfied by notice to,
13the presence of, or the vote, consent or other action of the
14directors of the corporation.
15    (g) A residential cooperative not-for-profit corporation
16containing 50 or more single family units with individual unit
17legal descriptions based upon a recorded plat of a subdivision
18and located in a county with a population between 780,000 and
193,000,000 shall specifically set forth the qualifications and
20rights of its members in the Articles of Incorporation and the
22    (h) When an economic development corporation receives any
23public money, its board shall consist of no less than 2 members
24of a labor council or councils and not less than 2 members from
252 separate minority groups. The labor council or councils shall
26represent (i) employees in the construction trades and (ii)



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1employees in the public and private sector. No membership fees,
2dues, or assessments shall be required. The labor council and
3minority group members shall be full economic development
4corporation members with all rights and privileges and shall
5not be compensated. As used in this subsection, "public money"
6means any funds from the federal government or a federal
7agency, the State or a State agency, or any unit of local
9(Source: P.A. 91-465, eff. 8-6-99.)