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Public Act 096-0649 |
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AN ACT concerning business.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The General Not For Profit Corporation Act of | ||||
1986 is amended by changing Sections 101.80, 103.12, 107.10, | ||||
107.40, 107.50, 107.75, 108.05, 108.10, 108.35, 108.45, | ||||
108.60, 108.70, and 110.30 as follows:
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(805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
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Sec. 101.80. Definitions. As used in this Act, unless
the | ||||
context otherwise requires, the words and phrases
defined in | ||||
this Section shall have the meanings set forth
herein.
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(a) "Anniversary" means that day each year exactly one or
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more years after:
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(1) The date of filing the articles of
incorporation | ||||
prescribed by Section 102.10 of this Act, in
the case of a
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domestic corporation;
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(2) The date of filing the application for
authority | ||||
prescribed by Section 113.15 of this Act in the case of a | ||||
foreign
corporation;
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(3) The date of filing the statement of
acceptance | ||||
prescribed by Section 101.75 of this Act, in the case of a
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corporation electing to accept this Act; or
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(4) The date of filing the articles of
consolidation
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prescribed by Section 111.25 of this Act in the case of a
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consolidation.
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(b) "Anniversary month" means the month in which the
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anniversary of the corporation occurs.
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(c) "Articles of incorporation" means the original | ||
articles
of incorporation including the articles of | ||
incorporation of
a new corporation set forth in the articles of | ||
consolidation
or set forth in a statement of election to accept | ||
this Act,
and all amendments thereto, whether evidenced by | ||
articles of
amendment, articles of merger or statement of | ||
correction
affecting articles. Restated articles of | ||
incorporation
shall supersede the original articles of | ||
incorporation and
all amendments thereto prior to the effective | ||
date of filing
the articles of amendment incorporating the | ||
restated
articles of incorporation. In the case of a | ||
corporation
created by a Special Act of the Legislature, | ||
"Articles of
incorporation" means the special charter and any | ||
amendments
thereto made by Special Act of the Legislature or | ||
pursuant
to general laws.
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(d) "Board of directors" means the group of persons vested
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with the management of the affairs of the corporation
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irrespective of the name by which such group is designated.
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(e) "Bylaws" means the code or codes of rules adopted for
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the regulation or management of the affairs of the
corporation | ||
irrespective of the name or names by which such
rules are | ||
designated.
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(f) "Corporation" or "domestic corporation" means a
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domestic not-for-profit corporation subject to the
provisions | ||
of this Act, except a foreign corporation.
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(g) "Delivered," for the purpose of determining if any
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notice required by this Act is effective, means:
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(1) Transferred or presented to someone in person;
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(2) Deposited in the United States mail addressed to
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the person at his, her or its address as it appears on the
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records of the corporation, with sufficient first-class
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postage prepaid thereon;
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(3) Posted at such place and in such manner or
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otherwise transmitted to the person's premises as may be
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authorized and set forth in the articles of incorporation | ||
or
the bylaws; or
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(4) Transmitted by electronic means to the e-mail | ||
address , facsimile number, or other contact information | ||
appearing that appears on the
records of the corporation as | ||
may be authorized or approved and set forth in the articles
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of incorporation or the bylaws.
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(h) "Foreign corporation" means a not-for-profit
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corporation as defined and organized under the laws other
than | ||
the laws of this State, for a purpose or purposes for
which a | ||
corporation may be organized under this Act.
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(i) "Incorporator" means one of the signers of the original
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articles of incorporation.
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(j) "Insolvent" means that a corporation is unable to pay
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its debts as they become due in the usual course of the
conduct | ||
of its affairs.
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(k) "Member" means a person or any organization, whether
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not for profit or otherwise, having membership rights in a
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corporation in accordance with the provisions of its
articles | ||
of incorporation or bylaws.
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(l) "Net assets," for the purpose of determining the
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authority of a corporation to make distributions, is equal
to | ||
the difference between the assets of the corporation and
the | ||
liabilities of the corporation.
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(m) "Not-for-profit corporation" means a corporation
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subject to this Act and organized solely for one or more of
the | ||
purposes authorized by Section 103.05 of this Act.
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(n) "Registered office" means that office maintained by the
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corporation in this State, the address of which is on file
in | ||
the office of the Secretary of State, at which any
process, | ||
notice or demand required or permitted by law may
be served | ||
upon the registered agent of the corporation.
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(o) "Special charter" means the charter granted to a
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corporation created by special act of the Legislature
whether | ||
or not the term "charter" or "special charter" is
used in such | ||
special act.
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(p) Unless otherwise prohibited by To the extent permitted | ||
in the articles of incorporation or the bylaws
of the | ||
corporation, actions required to be "written", to be "in | ||
writing", to
have "written
consent", to have "written approval" |
and the like by or of members, directors,
or committee
members | ||
shall include any communication transmitted or received by | ||
electronic
means.
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(Source: P.A. 92-33, eff. 7-1-01; 92-572, eff. 6-26-02.)
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(805 ILCS 105/103.12) (from Ch. 32, par. 103.12)
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Sec. 103.12. Private foundations - Federal tax laws. In
the | ||
absence of an express provision to the contrary in its
articles | ||
of incorporation, a corporation, as defined in
Section 509 of | ||
the Internal Revenue Code of 1986, as may be amended from time | ||
to time 1954 , during the
period it is a private foundation:
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(a) Shall not engage in any act of self-dealing as defined
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in Section 4941(d) thereof;
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(b) Shall distribute its income for each taxable year at
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such time and in such manner as not to become subject to the
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tax on undistributed income imposed by Section 4942 thereof;
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(c) Shall not retain any excess business holdings as
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defined in Section 4943(c) thereof;
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(d) Shall not make any investment in such manner as to
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subject it to tax under Section 4944 thereof;
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(e) Shall not make any taxable expenditure as defined in
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Section 4945(d) thereof.
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(Source: P.A. 84-1423.)
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(805 ILCS 105/107.10) (from Ch. 32, par. 107.10)
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Sec. 107.10.
Informal action by members entitled to
vote. |
(a) Unless otherwise provided in the articles of
incorporation | ||
or the bylaws, any action required by this
Act to be taken at | ||
any annual or special meeting of the
members entitled to vote, | ||
or any other action which may be
taken at a meeting of the | ||
members entitled to vote, may be
taken by ballot without a | ||
meeting in writing by mail, e-mail, or any other electronic | ||
means pursuant to which the members entitled to vote thereon | ||
are given the opportunity to vote for or against the proposed | ||
action, and the action receives approval by a majority of the | ||
members casting votes, or such larger number as may be required | ||
by the Act, the articles of incorporation, or the bylaws, | ||
provided that the number of members casting votes would | ||
constitute a quorum if such action had been taken at a meeting. | ||
Voting must remain open for not less than 5 days from the date | ||
the ballot is delivered; provided, however, in the case of a | ||
removal of one or more directors, a merger, consolidation, | ||
dissolution or sale, lease or exchange of assets, the voting | ||
must remain open for not less than 20 days from the date the | ||
ballot is delivered. without a meeting and without a vote, if a | ||
consent in
writing, setting forth the action so taken, shall be | ||
signed
either: (i) by all of the members entitled to vote with
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respect to the subject matter thereof, or (ii) by the
members | ||
having not less than the minimum number of votes
that would be | ||
necessary to authorize or take such action at
a meeting at | ||
which all members entitled to vote thereon were
present and | ||
voting.
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(b) Such informal action by members If such consent is | ||
signed by less than all of the
members entitled to vote, then | ||
such consent shall become
effective only : (1) if, at least 5 | ||
days prior to the
effective date of such informal action | ||
consent , a notice in writing of the
proposed action is | ||
delivered to all of the members entitled
to vote with respect | ||
to the subject matter thereof . , and (2)
if, after the | ||
effective date of such consent, prompt notice
in writing of the | ||
taking of the corporate action without a
meeting is delivered | ||
to those members entitled to vote who
have not consented in | ||
writing.
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(c) In the event that the action which is approved | ||
consented to is
such as would have required the filing of a | ||
certificate
under any other Section of this Act if such action | ||
had been
voted on by the members at a meeting thereof, the
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certificate filed under such other Section shall state, in
lieu | ||
of any statement required by such Section concerning
any vote | ||
of members, that an informal vote written consent has been | ||
conducted given in
accordance with the provisions of this | ||
Section and that
written notice has been delivered as provided | ||
in this
Section.
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(Source: P.A. 84-1423.)
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(805 ILCS 105/107.40) (from Ch. 32, par. 107.40)
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Sec. 107.40. Voting. (a) The right of the members, or
any | ||
class or classes of members, to vote may be limited,
enlarged |
or denied to the extent specified in the articles
of | ||
incorporation or the bylaws. Unless so limited,
enlarged or | ||
denied, each member, regardless of class, shall
be entitled to | ||
one vote on each matter submitted to a vote
of members.
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(b) The articles of incorporation or the bylaws may
provide | ||
that in all elections for directors every member
entitled to | ||
vote shall have the right to cumulate his or her vote
and to | ||
give one candidate a number of votes equal to his or her
vote | ||
multiplied by the number of directors to be elected, or
to | ||
distribute such votes on the same principle among as many
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candidates as he or she shall think fit.
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(c) If a corporation has no members or its members have no
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right to vote with respect to a particular matter , the | ||
directors shall have the sole voting
power with respect to such | ||
matter .
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(Source: P.A. 84-1423.)
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(805 ILCS 105/107.50) (from Ch. 32, par. 107.50)
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Sec. 107.50. Proxies. A member entitled to vote may
vote in | ||
person or, unless the articles of incorporation or
the bylaws | ||
explicitly prohibit otherwise provide , by proxy executed in | ||
writing
by the member or by that member's duly authorized | ||
attorney-in-fact.
No proxy shall be valid after 11 months from | ||
the
date of its execution, unless otherwise provided in the
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proxy. Unless otherwise prohibited by the articles of | ||
incorporation or bylaws, the election of directors, officers, |
or representatives by members may be conducted by mail, e-mail, | ||
or any other electronic means as set forth in subsection (a) of | ||
Section 107.10. Where directors or officers are to be elected | ||
by
members, the bylaws may provide that such elections may be
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conducted by mail.
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(Source: P.A. 84-1423.)
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(805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
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Sec. 107.75. Books and records.
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(a) Each corporation shall
keep correct and complete books | ||
and records of account and
shall also keep minutes of the | ||
proceedings of its members,
board of directors and committees | ||
having any of the
authority of the board of directors; and | ||
shall keep at its
registered office or principal office a | ||
record giving the
names and addresses of its members entitled | ||
to vote. Any voting member shall have the right to examine, in | ||
person or by agent, at any reasonable time or times, the | ||
corporation's books and records of account and minutes, and to | ||
make extracts therefrom, but only for a proper purpose. In | ||
order to exercise this right, a voting member must make written | ||
demand upon the corporation, stating with particularity the | ||
records sought to be examined and the purpose therefor.
If the | ||
corporation refuses examination, the voting member may file | ||
suit in the circuit court of the county in which either the | ||
registered agent or principal office of the corporation is | ||
located to compel by mandamus or otherwise such examination as |
may be proper. If a voting member seeks to examine books or | ||
records of account the burden of proof is upon the voting | ||
member to establish a proper purpose. If the purpose is to | ||
examine minutes, the burden of proof is upon the corporation to | ||
establish that the voting member does not have a proper | ||
purpose. All
books and records of a corporation may be | ||
inspected by any
member entitled to vote, or that member's | ||
agent or attorney,
for any proper purpose at any reasonable | ||
time.
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(b) A residential cooperative not-for-profit corporation | ||
containing 50 or
more single family units
with individual unit | ||
legal descriptions based upon a recorded plat of a
subdivision
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and located in a county with a population between
780,000 and | ||
3,000,000 shall keep an accurate and complete account of all
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transfers of membership and shall, on a quarterly basis, record | ||
all transfers
of membership with the county clerk of the county | ||
in which the residential
cooperative is located. Additionally, | ||
a list of all transfers of membership
shall be available for | ||
inspection by any member of the corporation.
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(Source: P.A. 91-465, eff. 8-6-99.)
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(805 ILCS 105/108.05) (from Ch. 32, par. 108.05)
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Sec. 108.05. Board of directors.
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(a) Each corporation shall have a board of directors, and | ||
except as
provided in articles of incorporation, the affairs of | ||
the
corporation shall be managed by or under the direction of |
the board of
directors.
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(b) The articles of incorporation or bylaws may prescribe | ||
qualifications
for directors. A director need not be a resident | ||
of this State or a member
of the corporation unless the | ||
articles of incorporation or bylaws so
prescribe. The articles | ||
of incorporation or the bylaws may prescribe other
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qualifications for directors.
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(c) Unless otherwise provided in the articles of | ||
incorporation or
bylaws, the board of directors, by the | ||
affirmative vote of a majority of
the directors then in office, | ||
shall have authority to establish reasonable
compensation of | ||
all directors for services to the corporation as directors,
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officers or otherwise, notwithstanding the provisions of | ||
Section 108.60 of
this Act.
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(d) No director may act by proxy on any matter.
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(Source: P.A. 95-368, eff. 8-23-07.)
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(805 ILCS 105/108.10) (from Ch. 32, par. 108.10)
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Sec. 108.10. Number, election and resignation of
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directors. (a) The board of directors of a
corporation shall | ||
consist of three or more directors. The
number of directors | ||
shall be fixed by the bylaws, except
the number of initial | ||
directors shall be fixed by the
incorporators in the articles | ||
of incorporation. In the
absence of a bylaw fixing the number | ||
of directors, the
number shall be the same as that fixed in the | ||
articles of
incorporation. The number of directors may be |
increased or
decreased from time to time by amendment to the | ||
bylaws.
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(b) The bylaws may establish a variable range for the size
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of the board by prescribing a minimum and maximum (which may
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not be less than 3 or exceed the minimum by more than 5) number | ||
of
directors. If a variable range is established, unless the
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bylaws otherwise provide, the number of directors may be
fixed | ||
or changed from time to time, within the minimum and
maximum, | ||
by the directors without further amendment to the
bylaws.
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(c) The terms of all directors expire at the next meeting
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for the election of directors following their election
unless | ||
their terms are staggered under subsection (e). The
term of a | ||
director elected to fill a vacancy expires at the
next annual | ||
meeting of the members entitled to vote at which
his or her | ||
predecessor's term would have expired or in
accordance with | ||
Section 108.30 of this Act. The term of a
director elected as a | ||
result of an increase in the number of
directors expires at the | ||
next annual meeting of members
entitled to vote unless the term | ||
is staggered under
subsection (e).
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(d) Despite the expiration of a director's term, he or she
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continues to serve until the next meeting of members or | ||
directors
entitled to vote on directors at which directors are
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elected. An amendment to the bylaws decreasing A decrease in | ||
the number of directors or eliminating the position of a | ||
director elected or appointed by persons or entities other than | ||
the members may shorten the terms of incumbent directors; |
provided, however, such amendment has been approved by the | ||
party with the authority to elect or appoint such directors | ||
does not
shorten an incumbent director's term .
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(e) The articles of incorporation or the bylaws may
provide | ||
that directors may be divided into classes and the
terms of | ||
office of several classes need not be uniform.
Each director | ||
shall hold office for the term for which he is
elected and | ||
until his successor shall have been elected and
qualified.
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(f) If the articles of incorporation or bylaws authorize
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dividing the members into classes, the articles or bylaws may | ||
also
authorize the election of all or a specified number or
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percentage of directors by one or more authorized classes of
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members.
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(g) A director may resign at any time by written notice
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delivered to the board of directors, its chairman, or to the
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president or secretary of the corporation. A resignation is
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effective when the notice is delivered unless the notice
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specifies a future date. The pending vacancy may be filled
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before the effective date, but the successor shall not take
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office until the effective date.
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(Source: P.A. 84-1423.)
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(805 ILCS 105/108.35) (from Ch. 32, par. 108.35)
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Sec. 108.35. Removal of directors. (a) One or more of
the | ||
directors may be removed, with or without cause. In the
case of | ||
a corporation having a board of directors which is
classified |
in accordance with subsection 108.10(e) of this
Act, the | ||
articles of incorporation or bylaws may provide that such | ||
directors may only be removed for cause no director may be | ||
removed except for cause if the
articles of incorporation or | ||
the bylaws so provide .
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(b) In the case of a corporation with no members or with no
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members entitled to vote on directors, a director may be
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removed by the affirmative vote of a majority of the
directors | ||
then in office present and voting at a meeting of
the board of | ||
directors at which a quorum is present.
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(c) In the case of a corporation with members entitled to
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vote for directors, no director may be removed, except as
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follows:
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(1) A director may be removed by the affirmative vote
of | ||
two-thirds of the votes present and voted, either in person or | ||
by
proxy.
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(2) No director shall be removed at a meeting of
members | ||
entitled to vote unless the written notice of such
meeting is | ||
delivered to all members entitled to vote on
removal of | ||
directors. Such notice shall state that a
purpose of the | ||
meeting is to vote upon the removal of one or
more directors | ||
named in the notice. Only the named director
or directors may | ||
be removed at such meeting.
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(3) In the case of a corporation having cumulative
voting, | ||
if less than the entire board is to be removed, no
director may | ||
be removed, with or without cause, if the votes
cast against |
his or her removal would be sufficient to elect
him or her if | ||
then cumulatively voted at an election of the
entire board of | ||
directors.
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(4) If a director is elected by a class of voting
members | ||
entitled to vote, directors or other electors, that
director | ||
may be removed only by the same class of members
entitled to | ||
vote, directors or electors which elected the
director.
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(d) The provisions of subsections (a), (b) and (c) shall
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not preclude the Circuit Court
from removing a
director of the | ||
corporation from office in a proceeding
commenced either by the | ||
corporation or by members entitled
to vote holding at least 10 | ||
percent of the outstanding votes
of any class if the court | ||
finds (1) the director is engaged
in fraudulent or dishonest | ||
conduct or has grossly abused his
or her position to the | ||
detriment of the corporation, and (2)
removal is in the best | ||
interest of the corporation. If the
court removes a director, | ||
it may bar the director from
reelection for a period prescribed | ||
by the court. If such a
proceeding is commenced by a member | ||
entitled to vote, such
member shall make the corporation a | ||
party defendant.
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(Source: P.A. 84-1423.)
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(805 ILCS 105/108.45) (from Ch. 32, par. 108.45)
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Sec. 108.45. Informal action by directors. (a) Unless
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specifically prohibited by the articles of incorporation or
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bylaws, any action required by this Act to be taken at a
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meeting of the board of directors of a corporation, or any
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other action which may be taken at a meeting of the board of
| ||
directors or a committee thereof, may be taken without a
| ||
meeting if a consent in writing, setting forth the action so
| ||
taken, shall be signed by all of the directors and all of
any | ||
nondirector committee members entitled to vote with
respect to | ||
the subject matter thereof, or by all the members
of such | ||
committee, as the case may be.
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(b) The consent shall be evidenced by one or more written
| ||
approvals, each of which sets forth the action taken and | ||
provides a written record of approval
bears the signature of | ||
one or more directors or committee
members . All the approvals | ||
evidencing the consent shall be
delivered to the secretary to | ||
be filed in the corporate
records. The action taken shall be | ||
effective when all the
directors or the committee members, as | ||
the case may be, have
approved the consent unless the consent | ||
specifies a
different effective date.
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(c) Any such consent signed by all the directors or all the
| ||
committee members, as the case may be, shall have the same
| ||
effect as a unanimous vote and may be stated as such in any
| ||
document filed with the Secretary of State under this Act.
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(Source: P.A. 84-1423.)
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(805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
| ||
Sec. 108.60. Director conflict of interest. (a) If a
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transaction is fair to a corporation at the time it is
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authorized, approved, or ratified, the fact that a director
of | ||
the corporation is directly or indirectly a party to the
| ||
transaction is not grounds for invalidating the transaction.
| ||
(b) In a proceeding contesting the validity of a
| ||
transaction described in subsection (a), the person
asserting | ||
validity has the burden of proving fairness
unless:
| ||
(1) The material facts of the transaction and the
| ||
director's interest or relationship were disclosed or known
to | ||
the board of directors or a committee consisting entirely
of | ||
directors and the board or committee authorized, approved
or | ||
ratified the transaction by the affirmative votes of a
majority | ||
of disinterested directors, even though the
disinterested | ||
directors be less than a quorum; or
| ||
(2) The material facts of the transaction and the
| ||
director's interest or relationship were disclosed or known
to | ||
the members entitled to vote, if any, and they
authorized, | ||
approved or ratified the transaction without
counting the vote | ||
of any member who is an interested
director.
| ||
(c) The presence of the director, who is directly or
| ||
indirectly a party to the transaction described in
subsection | ||
(a), or a director who is otherwise not
disinterested, may be | ||
counted in determining whether a
quorum is present but may not | ||
be counted when the board of
directors or a committee of the | ||
board takes action on the
transaction.
| ||
(d) For purposes of this Section, a director is
| ||
"indirectly" a party to a transaction if the other party to
the |
transaction is an entity in which the director has a
material | ||
financial interest or of which the director is an
officer, | ||
director or general partner.
| ||
(e) The provisions of this Section do not apply where a | ||
director of the corporation is directly or indirectly a party | ||
to a transaction involving a grant or contribution, without | ||
consideration, by one organization to another. | ||
(Source: P.A. 84-1423.)
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(805 ILCS 105/108.70) (from Ch. 32, par. 108.70)
| ||
Sec. 108.70. Limited Liability of directors, officers, | ||
board members,
and persons who serve without compensation. | ||
(a) No director or officer serving without compensation, | ||
other than
reimbursement for actual expenses, of a corporation | ||
organized under this
Act or any predecessor Act and exempt, or | ||
qualified for exemption, from
taxation pursuant to Section | ||
501(c) of the Internal Revenue Code of 1986,
as amended, shall | ||
be liable, and no cause of action may be brought, for
damages | ||
resulting from the exercise of judgment or discretion in | ||
connection
with the duties or responsibilities of such director | ||
or officer unless the
act or omission involved willful or | ||
wanton conduct.
| ||
(b) No director of a corporation organized under this Act
| ||
or any predecessor Act for the purposes identified in items | ||
(14), (19),
(21) and (22) of
subsection (a) of Section 103.05 | ||
of this Act, and exempt or qualified for
exemption from |
taxation pursuant to Section 501(c) of the Internal
Revenue | ||
Code of 1986, as amended, shall be liable, and no cause of | ||
action
may be brought for damages resulting from the exercise | ||
of judgment or
discretion in connection with the duties or | ||
responsibilities of such
director, unless: (1) such director | ||
earns in excess of $25,000 $5,000 per year from
his duties as | ||
director, other than reimbursement for actual expenses; or
(2) | ||
the act or omission involved willful or wanton conduct.
| ||
(b-5) Except for willful and wanton conduct, no volunteer | ||
board member serving without compensation, other than | ||
reimbursement for actual expenses, of a corporation organized | ||
under this Act or any predecessor Act and exempt, or qualified | ||
for exemption, from taxation pursuant to Section 501(c)(3) of | ||
the Internal Revenue Code of 1986, as amended, shall be liable, | ||
and no action may be brought, for damages resulting from any | ||
action of the executive director concerning the false reporting | ||
of or intentional tampering with financial records of the | ||
organization, where the actions of the executive director | ||
result in legal action.
| ||
This subsection (b-5) shall not apply to any action taken | ||
by the Attorney General (i) in the exercise of his or her | ||
common law or statutory power and duty to protect charitable | ||
assets or (ii) in the exercise of his or her authority to | ||
enforce the laws of this State that apply to trustees of a | ||
charity, as that term is defined in the Charitable Trust Act | ||
and the Solicitation for Charity Act.
|
(c) No person who, without compensation other than | ||
reimbursement for
actual expenses, renders service to or for a | ||
corporation organized under
this Act or any predecessor Act and | ||
exempt or qualified for exemption
from taxation pursuant to
| ||
Section 501(c)(3) of the Internal Revenue Code of 1986, as | ||
amended, shall
be liable, and no cause of action may be | ||
brought, for damages resulting
from an act or omission in | ||
rendering such services, unless the act or
omission involved | ||
willful or wanton conduct.
| ||
(d) (Blank).
| ||
(e) Nothing in this Section is intended to bar any cause of | ||
action
against the corporation or change the liability of the | ||
corporation arising
out of an act or omission of any director, | ||
officer or person exempt from
liability for negligence under | ||
this Section.
| ||
(Source: P.A. 95-342, eff. 1-1-08.)
| ||
(805 ILCS 105/110.30) (from Ch. 32, par. 110.30)
| ||
Sec. 110.30. Articles of amendment.
| ||
(a) Except as
provided in Section 110.40 of this Act, the | ||
articles of
amendment shall be executed and filed in duplicate | ||
in
accordance with Section 101.10 of this Act and shall set
| ||
forth:
| ||
(1) The name of the corporation;
| ||
(2) The text of each amendment adopted;
| ||
(3) If the amendment was adopted pursuant to Section
|
110.15 of this Act:
| ||
(i) A statement that the amendment received the
| ||
affirmative vote of a majority of the directors in | ||
office,
at a meeting of the board of directors, and the | ||
date of the
meeting; or
| ||
(ii) A statement that the amendment was adopted by
| ||
written consent, signed by all the directors in office, | ||
in
compliance with Section 108.45 of this Act;
| ||
(4) If the amendment was adopted pursuant to Section
| ||
110.20 of this Act:
| ||
(i) A statement that the amendment was adopted at
a | ||
meeting of members entitled to vote by the affirmative
| ||
vote of the members having not less than the minimum | ||
number
of votes necessary to adopt such amendment, as | ||
provided by
this Act, the articles of incorporation or | ||
the bylaws, and
the date of the meeting; or
| ||
(ii) A statement that the amendment was adopted
by | ||
written consent signed by members entitled to vote | ||
having
not less than the minimum number of votes | ||
necessary to adopt
such amendment, as provided by this | ||
Act, the articles of
incorporation, or the bylaws, in | ||
compliance with Section
107.10 of this Act.
| ||
(5) If the amendment restates the articles of
| ||
incorporation, the amendment shall so state and shall set
| ||
forth:
| ||
(i) The text of the articles as restated;
|
(ii) The date of incorporation, the name under
| ||
which the corporation was incorporated, subsequent | ||
names, if
any, that the corporation adopted pursuant to | ||
amendment of
its articles of incorporation, and the | ||
effective date of any
such amendments;
| ||
(iii) The address of the registered office and
the | ||
name of the registered agent on the date of filing the
| ||
restated articles.
| ||
The articles as restated must include all the | ||
information
required by subsection (a) of Section | ||
102.10 of this Act,
except that the articles need not | ||
set forth the information
required by paragraphs 3, 4 | ||
or 5 thereof. If any provision
of the articles of | ||
incorporation is amended in connection
with the | ||
restatement, the articles of amendment shall
clearly | ||
identify such amendment.
| ||
(6) If, pursuant to Section 110.35 of this Act, the
| ||
amendment is to become effective subsequent to the date on
| ||
which the articles of amendment are filed, the date on
| ||
which the amendment is to become effective.
| ||
(7) If the amendment revives the articles of
| ||
incorporation and extends the period of corporate | ||
duration,
the amendment shall so state and shall set forth:
| ||
(i) The date the period of duration expired under
| ||
the articles of incorporation;
| ||
(ii) A statement that the period of duration will
|
be perpetual, or, if a limited duration is to be | ||
provided,
the date to which the period of duration is | ||
to be extended;
and
| ||
(iii) A statement that the corporation has been
in | ||
continuous operation since before the date of | ||
expiration
of
its original period of duration.
| ||
(b) When the provisions of this Section have been complied | ||
with, the
Secretary of State shall file the articles of
| ||
amendment.
| ||
(Source: P.A. 92-33, eff. 7-1-01.)
|