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Public Act 92-0771
HB4228 Enrolled LRB9214184WHcs
AN ACT concerning corporation.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Business Corporation Act of 1983 is
amended by changing Section 7.05 as follows:
(805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
Sec. 7.05. Meetings of shareholders. Meetings of
shareholders may be held at such place, either within or
without this State, as may be provided in the by-laws or in a
resolution of the board of directors pursuant to authority
granted in the by-laws. In the absence of any such
provision, all meetings shall be held at the registered
office of the corporation in this State.
An annual meeting of the shareholders shall be held at
such time as may be provided in the by-laws or in a
resolution of the board of directors pursuant to authority
granted in the by-laws. 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
given within 60 days of such request, then any shareholder
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.
Unless specifically prohibited by the articles of
incorporation or by-laws, a corporation may allow
shareholders to participate in and act at any meeting of the
shareholders through the use of a conference telephone or
interactive technology, including but not limited to
electronic transmission, Internet usage, or remote
communication, 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.
Special meetings of the shareholders may be called by the
president, by the board of directors, by the holders of not
less than one-fifth of all the outstanding shares entitled to
vote on the matter for which the meeting is called or by such
other officers or persons as may be provided in the articles
of incorporation or the by-laws.
(Source: P.A. 83-1025.)
Section 10. The General Not For Profit Corporation Act
of 1986 is amended by changing Section 107.05 as follows:
(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, a corporation may allow members
entitled to vote to may participate in and act at any meeting
through the use of a conference telephone or interactive
technology, including but not limited to electronic
transmission, Internet usage, or remote communication, 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. 91-465, eff. 8-6-99.)
Section 99. Effective date. This Act takes effect upon
becoming law.
Passed in the General Assembly May 22, 2002.
Approved August 06, 2002.
Effective August 06, 2002.
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