State of Illinois
90th General Assembly
Legislation

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[ Introduced ][ Engrossed ][ House Amendment 001 ]

90_HB0139enr

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

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