Public Act 90-0188 of the 90th General Assembly
Public Act 90-0188
HB0139 Enrolled LRB9000842NTsb
AN ACT to amend the General Not For Profit Corporation
Act of 1986 by changing Section 108.40.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The General Not For Profit Corporation Act of
1986 is amended by changing Section 108.40 as follows:
(805 ILCS 105/108.40) (from Ch. 32, par. 108.40)
Sec. 108.40. Committees. (a) If the articles of
incorporation or bylaws so provide, a majority of the
directors may create one or more committees and appoint
directors or such other persons as the board designates, to
serve on the committee or committees. Each committee shall
have two or more directors, a majority of its membership
shall be directors, and all committee members shall serve at
the pleasure of the board. However, committees appointed by
the board or otherwise authorized by the bylaws 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.
(b) Unless the appointment by the board of directors
requires a greater number, a majority of any committee shall
constitute a quorum, and a majority of committee members
present and voting at a meeting at which a quorum is present
is necessary for committee action. A committee may act by
unanimous consent in writing without a meeting and, subject
to the provisions of the bylaws or action by the board of
directors, the committee by majority vote of its members
shall determine the time and place of meetings and the notice
required therefor.
(c) To the extent specified by the board of directors or
in the articles of incorporation or bylaws, each committee
may exercise the authority of the board of directors under
Section 108.05 of this Act; provided, however, a committee
may not:
(1) Adopt a plan for the distribution of the assets of
the corporation, or for dissolution;
(2) Approve or recommend to members any act this Act
requires to be approved by members, except that committees
appointed by the board or otherwise authorized by the bylaws
relating to the election, nomination, qualification, or
credentials of directors or other committees involved in the
process of electing directors may make recommendations to the
members relating to electing directors;
(3) Fill vacancies on the board or on any of its
committees;
(4) Elect, appoint or remove any officer or director or
member of any committee, or fix the compensation of any
member of a committee;
(5) Adopt, amend, or repeal the bylaws or the articles
of incorporation;
(6) Adopt a plan of merger or adopt a plan of
consolidation with another corporation, or authorize the
sale, lease, exchange or mortgage of all or substantially all
of the property or assets of the corporation; or
(7) Amend, alter, repeal or take action inconsistent
with any resolution or action of the board of directors when
the resolution or action of the board of directors provides
by its terms that it shall not be amended, altered or
repealed by action of a committee.
(d) The board of directors may create and appoint
persons to a commission, advisory body or other such body
which may or may not have directors as members, which body
may not act on behalf of the corporation or bind it to any
action but may make recommendations to the board of directors
or to the officers.
(Source: P.A. 84-1423.)
Section 99. Effective date. This Act takes effect upon
becoming law.