State of Illinois
91st General Assembly
Legislation

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91_SB0734eng

 
SB734 Engrossed                                LRB9105965SMdv

 1        AN  ACT  to  amend the General Not For Profit Corporation
 2    Act of 1986 by  changing  Sections  107.03,  107.05,  107.15,
 3    107.75, and 108.21 and by adding Section 107.90.

 4        Be  it  enacted  by  the People of the State of Illinois,
 5    represented in the General Assembly:

 6        Section 5.  The General Not For Profit Corporation Act of
 7    1986 is amended by changing Sections 107.03, 107.05,  107.15,
 8    107.75, and 108.21 and by adding Section 107.90 as follows:

 9        (805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
10        Sec. 107.03.  Members.
11        (a)  A  corporation  may  have  one  or  more  classes of
12    members or may have no members.
13        (b)  If the  corporation  has  one  or  more  classes  of
14    members,  the  designation  of  the  class or classes and the
15    qualifications and rights of the members of each class  shall
16    be  set forth in the articles of incorporation or the bylaws.
17    The articles of incorporation or the bylaws may  provide  for
18    representatives  or  delegates  of  members and may establish
19    their qualifications and rights.
20        (c)  If the corporation is to have no members, that  fact
21    shall  be  set  forth in the articles of incorporation or the
22    bylaws.
23        (d)  A  corporation  may  issue  certificate   evidencing
24    membership therein.
25        (e)  The  transfer  of  a  certificate of membership in a
26    not-for-profit corporation in which assets  are  held  for  a
27    charitable,    religious,    eleemosynary,    benevolent   or
28    educational  purpose,  shall  be  without  payment   of   any
29    consideration  of  money  or property of any kind or value to
30    the transferor in respect to such transfer.  Any transfer  in
31    violation of this Section shall be void.
 
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 1        (f)  Where   the  articles  of  incorporation  or  bylaws
 2    provide that a corporation shall have no members, or where  a
 3    corporation  has  under its articles of incorporation, bylaws
 4    or in fact no members entitled  to  vote  on  a  matter,  any
 5    provision  of  this Act requiring notice to, the presence of,
 6    or the vote, consent  or  other  action  by  members  of  the
 7    corporation in connection with such matter shall be satisfied
 8    by  notice to, the presence of, or the vote, consent or other
 9    action of the directors of the corporation.
10        (g)  A residential cooperative not-for-profit corporation
11    containing 50 or more single family units and  located  in  a
12    county  with a population between 780,000 and 3,000,000 shall
13    specifically set forth the qualifications and rights  of  its
14    members in the Articles of Incorporation and the bylaws.
15    (Source: P.A. 87-854.)

16        (805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
17        Sec.  107.05.   Meeting  of  members.   (a)   Meetings of
18    members may be held at such place, either within  or  without
19    this  State,  as  may  be  provided  in  the  bylaws  or in a
20    resolution of the board of directors  pursuant  to  authority
21    granted in the bylaws.  In the absence of any such provision,
22    all  meetings  shall  be held at the registered office of the
23    corporation in this State.
24        (b)  An annual meeting of the members  entitled  to  vote
25    may  be held at such time as may be provided in the bylaws or
26    in a  resolution  of  the  board  of  directors  pursuant  to
27    authority  granted in the bylaws.  Failure to hold the annual
28    meeting at the designated time shall not work a forfeiture or
29    dissolution of the corporation nor  affect  the  validity  of
30    corporate  action.   If  an  annual meeting has not been held
31    within the earlier  of  six  months  after  the  end  of  the
32    corporation's  fiscal  year  or fifteen months after its last
33    annual meeting and if, after a request in writing directed to
 
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 1    the president of the corporation, a notice of meeting is  not
 2    delivered  to members entitled to vote within 60 days of such
 3    request, then any  member  entitled  to  vote  at  an  annual
 4    meeting may apply to the circuit court of the county in which
 5    the  registered  office or principal place of business of the
 6    corporation is  located  for  an  order  directing  that  the
 7    meeting be held and fixing the time and place of the meeting.
 8    The  court  may  issue  such  additional  orders  as  may  be
 9    necessary or appropriate for the holding of the meeting.
10        (c)  Special meetings of the members may be called by the
11    president  or by the board of directors.  Special meetings of
12    the members may also be called  by  such  other  officers  or
13    persons  or  number or proportion of members entitled to vote
14    as may be provided in the articles of  incorporation  or  the
15    bylaws.   In  the absence of a provision fixing the number or
16    proportion of members entitled to vote who  are  entitled  to
17    call a meeting, a special meeting of members entitled to vote
18    may  be  called  by  such members having one-twentieth of the
19    votes entitled to be cast at such meeting.
20        (d)  Unless specifically prohibited by  the  articles  of
21    incorporation   or  bylaws,  members  entitled  to  vote  may
22    participate in and act at any meeting through the  use  of  a
23    conference  telephone  or  other  communications equipment by
24    means of which all persons participating in the  meeting  can
25    communicate  with  each other.  Participation in such meeting
26    shall constitute attendance and presence  in  person  at  the
27    meeting of the person or persons so participating.
28        (e)  For   meetings   of   a  not-for-profit  corporation
29    organized for the purpose of residential cooperative housing,
30    consisting of 50 or more single family dwellings, and located
31    in a county  containing  a  population  between  780,000  and
32    3,000,000  inhabitants,  any member may record by tape, film,
33    or other means the proceedings at the meetings.  The board or
34    the membership may prescribe reasonable rules and regulations
 
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 1    to govern the making of the recordings.  The portion  of  any
 2    meeting  held  to discuss violations of rules and regulations
 3    of the corporation by  a  residential  shareholder  shall  be
 4    recorded   only   with   the   affirmative   assent  of  that
 5    shareholder.
 6    (Source: P.A. 84-1423.)

 7        (805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
 8        Sec.  107.15.   Notice  of  members'  meetings.   Written
 9    notice stating the place, day, and hour of the  meeting  and,
10    in the case of a special meeting, the purpose or purposes for
11    which the meeting is called, shall be delivered not less than
12    5 nor more than 60 days before the date of the meeting, or in
13    the  case  of  a  removal of one or more directors, a merger,
14    consolidation, dissolution or  sale,  lease  or  exchange  of
15    assets not less than 20 nor more than 60 days before the date
16    of  the  meeting, by or at the direction of the president, or
17    the secretary, or the officer or persons calling the meeting,
18    to each member of record entitled to vote at such meeting.  A
19    residential cooperative not-for-profit corporation containing
20    50 or more single family units and located in a county with a
21    population  between  780,000 and 3,000,000 shall, in addition
22    to the other requirements of this  Section,  post  notice  of
23    member's  meetings  in  conspicuous places in the residential
24    cooperative at least 48 hours prior to  the  meeting  of  the
25    members.
26    (Source: P.A. 84-1423.)

27        (805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
28        Sec. 107.75.  Books and records.
29        (a)  Each  corporation  shall  keep  correct and complete
30    books and records of account and shall also keep  minutes  of
31    the  proceedings  of  its  members,  board  of  directors and
32    committees having any  of  the  authority  of  the  board  of
 
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 1    directors;  and  shall  keep  at  its  registered  office  or
 2    principal  office  a record giving the names and addresses of
 3    its members entitled to vote.  All books  and  records  of  a
 4    corporation  may be inspected by any member entitled to vote,
 5    or that member's agent or attorney, for any proper purpose at
 6    any reasonable time.
 7        (b)  A residential cooperative not-for-profit corporation
 8    containing 50 or more single family units and  located  in  a
 9    county  with a population between 780,000 and 3,000,000 shall
10    keep an accurate and complete account  of  all  transfers  of
11    membership  and  shall,  on  a  quarterly  basis,  record all
12    transfers of membership with the county clerk of  the  county
13    in    which   the   residential   cooperative   is   located.
14    Additionally, a list of all transfers of membership shall  be
15    available for inspection by any member of the corporation.
16    (Source: P.A. 84-1423.)

17        (805 ILCS 105/107.90 new)
18        Sec. 107.90.  Not-for-profit residential cooperative.
19        (a)  As used in this Section:
20             "Member"  includes  the  plural  "members",  where a
21        membership is jointly held.
22             "Membership agreement" means the contract and  other
23        documents that define the rights of the member to occupy,
24        use,  or  possess  a  portion  or all of a parcel of real
25        estate exclusively.
26             "Class of membership" means a  grouping  of  members
27        based  on  the  same  privileges,  rights,  and manner of
28        treatment by the corporation.
29        (b)  The provisions of  this  Section  apply  only  to  a
30    not-for-profit  corporation  organized  for  the  purpose  of
31    residential  cooperative  housing  consisting  of  50 or more
32    single family dwellings, located in  a  county  containing  a
33    population between 780,000 and 3,000,000 inhabitants, and for
 
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 1    which  the  title  to one or more member's parcels is held by
 2    the corporation.
 3        (c)  If  (i)  title  for  real   property   occupied   or
 4    controlled  by  a member under a membership agreement is held
 5    by or is transferred to that member; (ii) more than one class
 6    of membership exists;  or  (iii)  the  corporation  fails  to
 7    obtain  recognition  or  loses  recognition  as a Cooperative
 8    Housing Corporation under Section 216 of the Internal Revenue
 9    Code of 1954, as amended, then:
10             (1)  The board of directors shall  issue  notice  to
11        the  members  within 10 days after obtaining knowledge of
12        (i),  (ii),  or  (iii),  or  within  10  days  after  the
13        effective date of this amendatory Act of the 91st General
14        Assembly, if the board obtained such knowledge before the
15        effective date of this amendatory Act of the 91st General
16        Assembly.
17             (2)  At the member's option, any member may  receive
18        a  warranty deed for full title to the real property that
19        he  or  she  occupies  issued   by   the   not-for-profit
20        corporation, upon presentation of a notarized and written
21        request to the corporation, provided that the corporation
22        holds the title.
23             (3)  The  member  may withdraw from the corporation,
24        at the member's option.  The member shall retain  his  or
25        her   interest   in  any  common  property  held  by  the
26        corporation or may transfer his or her  interest  to  the
27        corporation for fair value, at the member's option.

28        (805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
29        Sec.  108.21.   Meetings  of  the board of directors of a
30    residential cooperative not-for-profit corporation containing
31    24 or more units and located in a city containing  more  than
32    1,000,000  inhabitants or containing 50 or more single family
33    units and located in  a  county  with  a  population  between
 
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 1    780,000  and  3,000,000  inhabitants  shall  be  open  to any
 2    member, except for the portion of any  meeting  held  (i)  to
 3    discuss litigation when an action against or on behalf of the
 4    corporation  has  been  filed  and  is  pending in a court or
 5    administrative tribunal, or when the board of directors finds
 6    that such an action is probable or imminent, (ii) to consider
 7    information regarding appointment, employment or dismissal of
 8    an employee, or (iii) to  discuss  violations  of  rules  and
 9    regulations  of the corporation by a residential shareholder.
10    Any member may record  by  tape,  film  or  other  means  the
11    proceedings  at such meetings or portions thereof required to
12    be open by this Section. The board may  prescribe  reasonable
13    rules  and  regulations  to  govern  the  right  to make such
14    recordings. Notice  of  such  meetings  shall  be  mailed  or
15    delivered  at  least 48 hours prior thereto, unless a written
16    waiver of such notice is signed  by  the  person  or  persons
17    entitled   to   such  notice  pursuant  to  the  articles  of
18    incorporation, bylaws, other instrument before the meeting is
19    convened. Copies of notices  of  meetings  of  the  board  of
20    directors  shall  be  posted  in  entranceways, elevators, or
21    other conspicuous places in the  residential  cooperative  at
22    least  48  hours  prior  to  the  meeting  of  the  board  of
23    directors.  If  there  is no common entranceway for 7 or more
24    apartments, the board of directors may designate one or  more
25    locations in the proximity of such units where the notices of
26    meetings  shall  be  posted.  For  purposes  of this Section,
27    "meeting of the board of directors" means any gathering of  a
28    quorum  of  the  members  of  the  board  of directors of the
29    residential cooperative held for the  purpose  of  discussing
30    business  of  the cooperative. The provisions of this Section
31    shall apply to any residential cooperative containing  24  or
32    more  units  and  located  in  a  city  containing  more than
33    1,000,000 inhabitants or containing 50 or more single  family
34    units  and  located  in  a  county  with a population between
 
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 1    780,000 and 3,000,000 inhabitants situated in  the  State  of
 2    Illinois   regardless   of  where  such  cooperative  may  be
 3    incorporated.
 4    (Source: P.A. 84-1423.)

 5        Section 99.  Effective date.  This Act takes effect  upon
 6    becoming law.

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