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Public Act 91-0465
SB734 Enrolled LRB9105965SMdv
AN ACT to amend the General Not For Profit Corporation
Act of 1986 by changing Sections 107.03, 107.05, 107.15,
107.75, and 108.21 and by adding Section 107.90.
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 Sections 107.03, 107.05, 107.15,
107.75, and 108.21 and by adding Section 107.90 as follows:
(805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
Sec. 107.03. Members.
(a) A corporation may have one or more classes of
members or may have no members.
(b) If the corporation has one or more classes of
members, the designation of the class or classes and the
qualifications and rights of the members of each class shall
be set forth in the articles of incorporation or the bylaws.
The articles of incorporation or the bylaws may provide for
representatives or delegates of members and may establish
their qualifications and rights.
(c) If the corporation is to have no members, that fact
shall be set forth in the articles of incorporation or the
bylaws.
(d) A corporation may issue certificate evidencing
membership therein.
(e) The transfer of a certificate of membership in a
not-for-profit corporation in which assets are held for a
charitable, religious, eleemosynary, benevolent or
educational purpose, shall be without payment of any
consideration of money or property of any kind or value to
the transferor in respect to such transfer. Any transfer in
violation of this Section shall be void.
(f) Where the articles of incorporation or bylaws
provide that a corporation shall have no members, or where a
corporation has under its articles of incorporation, bylaws
or in fact no members entitled to vote on a matter, any
provision of this Act requiring notice to, the presence of,
or the vote, consent or other action by members of the
corporation in connection with such matter shall be satisfied
by notice to, the presence of, or the vote, consent or other
action of the directors of the corporation.
(g) 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 and located in a county with a population between
780,000 and 3,000,000 shall specifically set forth the
qualifications and rights of its members in the Articles of
Incorporation and the bylaws.
(Source: P.A. 87-854.)
(805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
Sec. 107.05. Meeting of members. (a) Meetings of
members may be held at such place, either within or without
this State, as may be provided in the bylaws or in a
resolution of the board of directors pursuant to authority
granted in the bylaws. In the absence of any such provision,
all meetings shall be held at the registered office of the
corporation in this State.
(b) An annual meeting of the members entitled to vote
may be held at such time as may be provided in the bylaws or
in a resolution of the board of directors pursuant to
authority granted in the bylaws. Failure to hold the annual
meeting at the designated time shall not work a forfeiture or
dissolution of the corporation nor affect the validity of
corporate action. If an annual meeting has not been held
within the earlier of six months after the end of the
corporation's fiscal year or fifteen months after its last
annual meeting and if, after a request in writing directed to
the president of the corporation, a notice of meeting is not
delivered to members entitled to vote within 60 days of such
request, then any member entitled to vote at an annual
meeting may apply to the circuit court of the county in which
the registered office or principal place of business of the
corporation is located for an order directing that the
meeting be held and fixing the time and place of the meeting.
The court may issue such additional orders as may be
necessary or appropriate for the holding of the meeting.
(c) Special meetings of the members may be called by the
president or by the board of directors. Special meetings of
the members may also be called by such other officers or
persons or number or proportion of members entitled to vote
as may be provided in the articles of incorporation or the
bylaws. In the absence of a provision fixing the number or
proportion of members entitled to vote who are entitled to
call a meeting, a special meeting of members entitled to vote
may be called by such members having one-twentieth of the
votes entitled to be cast at such meeting.
(d) Unless specifically prohibited by the articles of
incorporation or bylaws, members entitled to vote may
participate in and act at any meeting through the use of a
conference telephone or other communications equipment by
means of which all persons participating in the meeting can
communicate with each other. Participation in such meeting
shall constitute attendance and presence in person at the
meeting of the person or persons so participating.
(e) For meetings of a not-for-profit corporation
organized for the purpose of residential cooperative housing,
consisting of 50 or more single family dwellings with
individual unit legal descriptions based upon a recorded plat
of a subdivision, and located in a county containing a
population between 780,000 and 3,000,000 inhabitants, any
member may record by tape, film, or other means the
proceedings at the meetings. The board or the membership may
prescribe reasonable rules and regulations to govern the
making of the recordings. The portion of any meeting held to
discuss violations of rules and regulations of the
corporation by a residential shareholder shall be recorded
only with the affirmative assent of that shareholder.
(Source: P.A. 84-1423.)
(805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
Sec. 107.15. Notice of members' meetings. Written
notice stating the place, day, and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than
5 nor more than 60 days before the date of the meeting, or in
the case of a removal of one or more directors, a merger,
consolidation, dissolution or sale, lease or exchange of
assets not less than 20 nor more than 60 days before the date
of the meeting, by or at the direction of the president, or
the secretary, or the officer or persons calling the meeting,
to each member of record entitled to vote at such meeting. 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 and
located in a county with a population between 780,000 and
3,000,000 shall, in addition to the other requirements of
this Section, post notice of member's meetings in conspicuous
places in the residential cooperative at least 48 hours prior
to the meeting of the members.
(Source: P.A. 84-1423.)
(805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
Sec. 107.75. Books and records.
(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. 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.
(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 and located in a county with a population between
780,000 and 3,000,000 shall keep an accurate and complete
account of all 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.
(Source: P.A. 84-1423.)
(805 ILCS 105/107.90 new)
Sec. 107.90. Not-for-profit residential cooperative.
(a) As used in this Section:
"Member" includes the plural "members", where a
membership is jointly held.
"Membership agreement" means the contract and other
documents that define the rights of the member to occupy,
use, or possess a portion or all of a parcel of real
estate exclusively.
"Class of membership" means a grouping of members
based on the same privileges, rights, and manner of
treatment by the corporation.
(b) The provisions of this Section apply only to a
not-for-profit corporation organized for the purpose of
residential cooperative housing consisting of 50 or more
single family dwellings with individual unit legal
descriptions based upon a recorded plat of a subdivision,
located in a county containing a population between 780,000
and 3,000,000 inhabitants, and for which the title to one or
more member's parcels is held by the corporation.
(c) If (i) title for real property occupied or
controlled by a member under a membership agreement is held
by or is transferred to that member; (ii) more than one class
of membership exists; or (iii) the corporation fails to
obtain recognition or loses recognition as a Cooperative
Housing Corporation under Section 216 of the Internal Revenue
Code of 1954, as amended, then:
(1) The board of directors shall issue notice to
the members within 10 days after obtaining knowledge of
(i), (ii), or (iii), or within 10 days after the
effective date of this amendatory Act of the 91st General
Assembly, if the board obtained such knowledge before the
effective date of this amendatory Act of the 91st General
Assembly.
(2) At the member's option, any member may receive
a warranty deed for full title to the real property that
he or she occupies issued by the not-for-profit
corporation, upon presentation of a notarized and written
request to the corporation, provided that the corporation
holds the title.
(3) The member may withdraw from the corporation,
at the member's option. The member shall retain his or
her interest in any common property held by the
corporation or may transfer his or her interest to the
corporation for fair value, at the member's option.
(805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
Sec. 108.21. Meetings of the board of directors of a
residential cooperative not-for-profit corporation containing
24 or more units and located in a city containing more than
1,000,000 inhabitants or containing 50 or more single family
units with individual unit legal descriptions based upon a
recorded plat of a subdivision and located in a county with a
population between 780,000 and 3,000,000 inhabitants shall be
open to any member, except for the portion of any meeting
held (i) to discuss litigation when an action against or on
behalf of the corporation has been filed and is pending in a
court or administrative tribunal, or when the board of
directors finds that such an action is probable or imminent,
(ii) to consider information regarding appointment,
employment or dismissal of an employee, or (iii) to discuss
violations of rules and regulations of the corporation by a
residential shareholder. Any member may record by tape, film
or other means the proceedings at such meetings or portions
thereof required to be open by this Section. The board may
prescribe reasonable rules and regulations to govern the
right to make such recordings. Notice of such meetings shall
be mailed or delivered at least 48 hours prior thereto,
unless a written waiver of such notice is signed by the
person or persons entitled to such notice pursuant to the
articles of incorporation, bylaws, other instrument before
the meeting is convened. Copies of notices of meetings of the
board of directors shall be posted in entranceways,
elevators, or other conspicuous places in the residential
cooperative at least 48 hours prior to the meeting of the
board of directors. If there is no common entranceway for 7
or more apartments, the board of directors may designate one
or more locations in the proximity of such units where the
notices of meetings shall be posted. For purposes of this
Section, "meeting of the board of directors" means any
gathering of a quorum of the members of the board of
directors of the residential cooperative held for the purpose
of discussing business of the cooperative. The provisions of
this Section shall apply to any residential cooperative
containing 24 or more units and located in a city containing
more than 1,000,000 inhabitants or containing 50 or more
single family units and located in a county with a population
between 780,000 and 3,000,000 inhabitants situated in the
State of Illinois regardless of where such cooperative may be
incorporated.
(Source: P.A. 84-1423.)
Section 99. Effective date. This Act takes effect upon
becoming law.
_________________________________
President of the Senate
_________________________________
Speaker, House of Representatives
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