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| [ Engrossed ] | [ Enrolled ] | [ House Amendment 001 ] |
90_HB0139
805 ILCS 105/108.40 from Ch. 32, par. 108.40
Amends the General Not For Profit Corporation Act of
1986. Provides that committees relating to the election,
nomination, qualification, or credentials of directors or
other committees involved in the process of electing
directors may be composed entirely of non-directors.
Provides that these types of committees may make
recommendations to members relating to electing directors.
Effective immediately.
LRB9000842NTsb
LRB9000842NTsb
1 AN ACT to amend the General Not For Profit Corporation
2 Act of 1986 by changing Section 108.40.
3 Be it enacted by the People of the State of Illinois,
4 represented in the General Assembly:
5 Section 5. The General Not For Profit Corporation Act of
6 1986 is amended by changing Section 108.40 as follows:
7 (805 ILCS 105/108.40) (from Ch. 32, par. 108.40)
8 Sec. 108.40. Committees. (a) If the articles of
9 incorporation or bylaws so provide, a majority of the
10 directors may create one or more committees and appoint
11 directors or such other persons as the board designates, to
12 serve on the committee or committees. Each committee shall
13 have two or more directors, a majority of its membership
14 shall be directors, and all committee members shall serve at
15 the pleasure of the board. However, committees relating to
16 the election, nomination, qualification, or credentials of
17 directors or other committees involved in the process of
18 electing directors may be composed entirely of non-directors.
19 (b) Unless the appointment by the board of directors
20 requires a greater number, a majority of any committee shall
21 constitute a quorum, and a majority of committee members
22 present and voting at a meeting at which a quorum is present
23 is necessary for committee action. A committee may act by
24 unanimous consent in writing without a meeting and, subject
25 to the provisions of the bylaws or action by the board of
26 directors, the committee by majority vote of its members
27 shall determine the time and place of meetings and the notice
28 required therefor.
29 (c) To the extent specified by the board of directors or
30 in the articles of incorporation or bylaws, each committee
31 may exercise the authority of the board of directors under
-2- LRB9000842NTsb
1 Section 108.05 of this Act; provided, however, a committee
2 may not:
3 (1) Adopt a plan for the distribution of the assets of
4 the corporation, or for dissolution;
5 (2) Approve or recommend to members any act this Act
6 requires to be approved by members, except that committees
7 relating to the election, nomination, qualification, or
8 credentials of directors or other committees involved in the
9 process of electing directors may make recommendations to the
10 members relating to electing directors;
11 (3) Fill vacancies on the board or on any of its
12 committees;
13 (4) Elect, appoint or remove any officer or director or
14 member of any committee, or fix the compensation of any
15 member of a committee;
16 (5) Adopt, amend, or repeal the bylaws or the articles
17 of incorporation;
18 (6) Adopt a plan of merger or adopt a plan of
19 consolidation with another corporation, or authorize the
20 sale, lease, exchange or mortgage of all or substantially all
21 of the property or assets of the corporation; or
22 (7) Amend, alter, repeal or take action inconsistent
23 with any resolution or action of the board of directors when
24 the resolution or action of the board of directors provides
25 by its terms that it shall not be amended, altered or
26 repealed by action of a committee.
27 (d) The board of directors may create and appoint
28 persons to a commission, advisory body or other such body
29 which may or may not have directors as members, which body
30 may not act on behalf of the corporation or bind it to any
31 action but may make recommendations to the board of directors
32 or to the officers.
33 (Source: P.A. 84-1423.)
-3- LRB9000842NTsb
1 Section 99. Effective date. This Act takes effect upon
2 becoming law.