(215 ILCS 5/40)
(from Ch. 73, par. 652)
(Section scheduled to be repealed on January 1, 2027)
Directors or trustees.
(1) After the date of incorporation, as
determined by Section 48, and until the first meeting of the members, the
incorporators shall have the powers and perform the duties ordinarily
possessed and exercised by a board of directors.
(2) Upon the issuance of a certificate of authority to a company
organized under this Article, the corporate powers shall be exercised by,
and its business and affairs shall be under the control of, a board of
directors or trustees composed of not less than 3 nor more than
21 natural persons who are members and who are at least 18
years of age and at least 3 of whom are residents and citizens of this
After June 30, 2002, at least 20%, but not less than one,
of the directors of a company that is not subject to Section 131.20b
shall be persons who are not officers or employees of the company. A person
convicted of a felony may not be a director, and all directors shall be of
good character and known professional, administrative, or business ability,
business ability to include a practical knowledge of insurance, finance, or
The first board of directors or trustees shall be elected at the
first meeting of the members, and all directors or trustees shall be
elected annually thereafter, except only as provided in subsection (3).
(3) The articles of incorporation may provide for the division of the
board into classes, as nearly equal in number as possible, and fix the term
of office for each class, but no term shall be for more than 3 years.
(4) Meetings of the board of directors or trustees, regular or special,
may be held either within or without the State. Meetings of the board of
directors or trustees shall be upon such notice as the by-laws may
prescribe. Attendance of a director or trustee at any meeting shall
constitute a waiver of notice of such meeting except where a director or
trustee attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors or trustees need be
specified in the notice or waiver of notice of such meeting, unless
expressly otherwise provided by this Code. Unless specifically
prohibited by the articles of incorporation or by-laws, members of the
board of directors or of any committee of the board of directors may
participate in and act at any meeting of such board or committee through
the use of a conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other.
Participation in such meeting shall constitute attendance and presence in
person at the meeting of the person or persons so participating.
Unless specifically prohibited by the articles of
incorporation or by-laws, members of the board of directors or of any
committee of the board of directors may take action without a meeting, if a
consent in writing setting forth the action so taken shall be signed by all
of the directors entitled to vote with respect to the subject matter
thereof, or by all of the members of such committee, as the case may be.
The consent shall be evidenced by one or more written approvals, each of
which sets forth the action taken and bears the signature of one or more
directors or committee members. All approvals evidencing the consent shall
be filed in the company's corporate records. The action taken shall be
effective when all of the directors, or members of the committee, have
approved the consent unless the consent specifies a different effective date.
(5) A company may indemnify any person in conformance with subsection
(7) of Section 10.
(Source: P.A. 92-140, eff. 7-24-01