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90_HB0139eng
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
HB0139 Engrossed 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 appointed by
16 the board or otherwise authorized by the bylaws relating to
17 the election, nomination, qualification, or credentials of
18 directors or other committees involved in the process of
19 electing directors may be composed entirely of non-directors.
20 (b) Unless the appointment by the board of directors
21 requires a greater number, a majority of any committee shall
22 constitute a quorum, and a majority of committee members
23 present and voting at a meeting at which a quorum is present
24 is necessary for committee action. A committee may act by
25 unanimous consent in writing without a meeting and, subject
26 to the provisions of the bylaws or action by the board of
27 directors, the committee by majority vote of its members
28 shall determine the time and place of meetings and the notice
29 required therefor.
30 (c) To the extent specified by the board of directors or
31 in the articles of incorporation or bylaws, each committee
HB0139 Engrossed -2- LRB9000842NTsb
1 may exercise the authority of the board of directors under
2 Section 108.05 of this Act; provided, however, a committee
3 may not:
4 (1) Adopt a plan for the distribution of the assets of
5 the corporation, or for dissolution;
6 (2) Approve or recommend to members any act this Act
7 requires to be approved by members, except that committees
8 appointed by the board or otherwise authorized by the bylaws
9 relating to the election, nomination, qualification, or
10 credentials of directors or other committees involved in the
11 process of electing directors may make recommendations to the
12 members relating to electing directors;
13 (3) Fill vacancies on the board or on any of its
14 committees;
15 (4) Elect, appoint or remove any officer or director or
16 member of any committee, or fix the compensation of any
17 member of a committee;
18 (5) Adopt, amend, or repeal the bylaws or the articles
19 of incorporation;
20 (6) Adopt a plan of merger or adopt a plan of
21 consolidation with another corporation, or authorize the
22 sale, lease, exchange or mortgage of all or substantially all
23 of the property or assets of the corporation; or
24 (7) Amend, alter, repeal or take action inconsistent
25 with any resolution or action of the board of directors when
26 the resolution or action of the board of directors provides
27 by its terms that it shall not be amended, altered or
28 repealed by action of a committee.
29 (d) The board of directors may create and appoint
30 persons to a commission, advisory body or other such body
31 which may or may not have directors as members, which body
32 may not act on behalf of the corporation or bind it to any
33 action but may make recommendations to the board of directors
34 or to the officers.
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1 (Source: P.A. 84-1423.)
2 Section 99. Effective date. This Act takes effect upon
3 becoming law.