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91_SB0734eng
SB734 Engrossed LRB9105965SMdv
1 AN ACT to amend the General Not For Profit Corporation
2 Act of 1986 by changing Sections 107.03, 107.05, 107.15,
3 107.75, and 108.21 and by adding Section 107.90.
4 Be it enacted by the People of the State of Illinois,
5 represented in the General Assembly:
6 Section 5. The General Not For Profit Corporation Act of
7 1986 is amended by changing Sections 107.03, 107.05, 107.15,
8 107.75, and 108.21 and by adding Section 107.90 as follows:
9 (805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
10 Sec. 107.03. Members.
11 (a) A corporation may have one or more classes of
12 members or may have no members.
13 (b) If the corporation has one or more classes of
14 members, the designation of the class or classes and the
15 qualifications and rights of the members of each class shall
16 be set forth in the articles of incorporation or the bylaws.
17 The articles of incorporation or the bylaws may provide for
18 representatives or delegates of members and may establish
19 their qualifications and rights.
20 (c) If the corporation is to have no members, that fact
21 shall be set forth in the articles of incorporation or the
22 bylaws.
23 (d) A corporation may issue certificate evidencing
24 membership therein.
25 (e) The transfer of a certificate of membership in a
26 not-for-profit corporation in which assets are held for a
27 charitable, religious, eleemosynary, benevolent or
28 educational purpose, shall be without payment of any
29 consideration of money or property of any kind or value to
30 the transferor in respect to such transfer. Any transfer in
31 violation of this Section shall be void.
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1 (f) Where the articles of incorporation or bylaws
2 provide that a corporation shall have no members, or where a
3 corporation has under its articles of incorporation, bylaws
4 or in fact no members entitled to vote on a matter, any
5 provision of this Act requiring notice to, the presence of,
6 or the vote, consent or other action by members of the
7 corporation in connection with such matter shall be satisfied
8 by notice to, the presence of, or the vote, consent or other
9 action of the directors of the corporation.
10 (g) A residential cooperative not-for-profit corporation
11 containing 50 or more single family units and located in a
12 county with a population between 780,000 and 3,000,000 shall
13 specifically set forth the qualifications and rights of its
14 members in the Articles of Incorporation and the bylaws.
15 (Source: P.A. 87-854.)
16 (805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
17 Sec. 107.05. Meeting of members. (a) Meetings of
18 members may be held at such place, either within or without
19 this State, as may be provided in the bylaws or in a
20 resolution of the board of directors pursuant to authority
21 granted in the bylaws. In the absence of any such provision,
22 all meetings shall be held at the registered office of the
23 corporation in this State.
24 (b) An annual meeting of the members entitled to vote
25 may be held at such time as may be provided in the bylaws or
26 in a resolution of the board of directors pursuant to
27 authority granted in the bylaws. Failure to hold the annual
28 meeting at the designated time shall not work a forfeiture or
29 dissolution of the corporation nor affect the validity of
30 corporate action. If an annual meeting has not been held
31 within the earlier of six months after the end of the
32 corporation's fiscal year or fifteen months after its last
33 annual meeting and if, after a request in writing directed to
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1 the president of the corporation, a notice of meeting is not
2 delivered to members entitled to vote within 60 days of such
3 request, then any member entitled to vote at an annual
4 meeting may apply to the circuit court of the county in which
5 the registered office or principal place of business of the
6 corporation is located for an order directing that the
7 meeting be held and fixing the time and place of the meeting.
8 The court may issue such additional orders as may be
9 necessary or appropriate for the holding of the meeting.
10 (c) Special meetings of the members may be called by the
11 president or by the board of directors. Special meetings of
12 the members may also be called by such other officers or
13 persons or number or proportion of members entitled to vote
14 as may be provided in the articles of incorporation or the
15 bylaws. In the absence of a provision fixing the number or
16 proportion of members entitled to vote who are entitled to
17 call a meeting, a special meeting of members entitled to vote
18 may be called by such members having one-twentieth of the
19 votes entitled to be cast at such meeting.
20 (d) Unless specifically prohibited by the articles of
21 incorporation or bylaws, members entitled to vote may
22 participate in and act at any meeting through the use of a
23 conference telephone or other communications equipment by
24 means of which all persons participating in the meeting can
25 communicate with each other. Participation in such meeting
26 shall constitute attendance and presence in person at the
27 meeting of the person or persons so participating.
28 (e) For meetings of a not-for-profit corporation
29 organized for the purpose of residential cooperative housing,
30 consisting of 50 or more single family dwellings, and located
31 in a county containing a population between 780,000 and
32 3,000,000 inhabitants, any member may record by tape, film,
33 or other means the proceedings at the meetings. The board or
34 the membership may prescribe reasonable rules and regulations
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1 to govern the making of the recordings. The portion of any
2 meeting held to discuss violations of rules and regulations
3 of the corporation by a residential shareholder shall be
4 recorded only with the affirmative assent of that
5 shareholder.
6 (Source: P.A. 84-1423.)
7 (805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
8 Sec. 107.15. Notice of members' meetings. Written
9 notice stating the place, day, and hour of the meeting and,
10 in the case of a special meeting, the purpose or purposes for
11 which the meeting is called, shall be delivered not less than
12 5 nor more than 60 days before the date of the meeting, or in
13 the case of a removal of one or more directors, a merger,
14 consolidation, dissolution or sale, lease or exchange of
15 assets not less than 20 nor more than 60 days before the date
16 of the meeting, by or at the direction of the president, or
17 the secretary, or the officer or persons calling the meeting,
18 to each member of record entitled to vote at such meeting. A
19 residential cooperative not-for-profit corporation containing
20 50 or more single family units and located in a county with a
21 population between 780,000 and 3,000,000 shall, in addition
22 to the other requirements of this Section, post notice of
23 member's meetings in conspicuous places in the residential
24 cooperative at least 48 hours prior to the meeting of the
25 members.
26 (Source: P.A. 84-1423.)
27 (805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
28 Sec. 107.75. Books and records.
29 (a) Each corporation shall keep correct and complete
30 books and records of account and shall also keep minutes of
31 the proceedings of its members, board of directors and
32 committees having any of the authority of the board of
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1 directors; and shall keep at its registered office or
2 principal office a record giving the names and addresses of
3 its members entitled to vote. All books and records of a
4 corporation may be inspected by any member entitled to vote,
5 or that member's agent or attorney, for any proper purpose at
6 any reasonable time.
7 (b) A residential cooperative not-for-profit corporation
8 containing 50 or more single family units and located in a
9 county with a population between 780,000 and 3,000,000 shall
10 keep an accurate and complete account of all transfers of
11 membership and shall, on a quarterly basis, record all
12 transfers of membership with the county clerk of the county
13 in which the residential cooperative is located.
14 Additionally, a list of all transfers of membership shall be
15 available for inspection by any member of the corporation.
16 (Source: P.A. 84-1423.)
17 (805 ILCS 105/107.90 new)
18 Sec. 107.90. Not-for-profit residential cooperative.
19 (a) As used in this Section:
20 "Member" includes the plural "members", where a
21 membership is jointly held.
22 "Membership agreement" means the contract and other
23 documents that define the rights of the member to occupy,
24 use, or possess a portion or all of a parcel of real
25 estate exclusively.
26 "Class of membership" means a grouping of members
27 based on the same privileges, rights, and manner of
28 treatment by the corporation.
29 (b) The provisions of this Section apply only to a
30 not-for-profit corporation organized for the purpose of
31 residential cooperative housing consisting of 50 or more
32 single family dwellings, located in a county containing a
33 population between 780,000 and 3,000,000 inhabitants, and for
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1 which the title to one or more member's parcels is held by
2 the corporation.
3 (c) If (i) title for real property occupied or
4 controlled by a member under a membership agreement is held
5 by or is transferred to that member; (ii) more than one class
6 of membership exists; or (iii) the corporation fails to
7 obtain recognition or loses recognition as a Cooperative
8 Housing Corporation under Section 216 of the Internal Revenue
9 Code of 1954, as amended, then:
10 (1) The board of directors shall issue notice to
11 the members within 10 days after obtaining knowledge of
12 (i), (ii), or (iii), or within 10 days after the
13 effective date of this amendatory Act of the 91st General
14 Assembly, if the board obtained such knowledge before the
15 effective date of this amendatory Act of the 91st General
16 Assembly.
17 (2) At the member's option, any member may receive
18 a warranty deed for full title to the real property that
19 he or she occupies issued by the not-for-profit
20 corporation, upon presentation of a notarized and written
21 request to the corporation, provided that the corporation
22 holds the title.
23 (3) The member may withdraw from the corporation,
24 at the member's option. The member shall retain his or
25 her interest in any common property held by the
26 corporation or may transfer his or her interest to the
27 corporation for fair value, at the member's option.
28 (805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
29 Sec. 108.21. Meetings of the board of directors of a
30 residential cooperative not-for-profit corporation containing
31 24 or more units and located in a city containing more than
32 1,000,000 inhabitants or containing 50 or more single family
33 units and located in a county with a population between
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1 780,000 and 3,000,000 inhabitants shall be open to any
2 member, except for the portion of any meeting held (i) to
3 discuss litigation when an action against or on behalf of the
4 corporation has been filed and is pending in a court or
5 administrative tribunal, or when the board of directors finds
6 that such an action is probable or imminent, (ii) to consider
7 information regarding appointment, employment or dismissal of
8 an employee, or (iii) to discuss violations of rules and
9 regulations of the corporation by a residential shareholder.
10 Any member may record by tape, film or other means the
11 proceedings at such meetings or portions thereof required to
12 be open by this Section. The board may prescribe reasonable
13 rules and regulations to govern the right to make such
14 recordings. Notice of such meetings shall be mailed or
15 delivered at least 48 hours prior thereto, unless a written
16 waiver of such notice is signed by the person or persons
17 entitled to such notice pursuant to the articles of
18 incorporation, bylaws, other instrument before the meeting is
19 convened. Copies of notices of meetings of the board of
20 directors shall be posted in entranceways, elevators, or
21 other conspicuous places in the residential cooperative at
22 least 48 hours prior to the meeting of the board of
23 directors. If there is no common entranceway for 7 or more
24 apartments, the board of directors may designate one or more
25 locations in the proximity of such units where the notices of
26 meetings shall be posted. For purposes of this Section,
27 "meeting of the board of directors" means any gathering of a
28 quorum of the members of the board of directors of the
29 residential cooperative held for the purpose of discussing
30 business of the cooperative. The provisions of this Section
31 shall apply to any residential cooperative containing 24 or
32 more units and located in a city containing more than
33 1,000,000 inhabitants or containing 50 or more single family
34 units and located in a county with a population between
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1 780,000 and 3,000,000 inhabitants situated in the State of
2 Illinois regardless of where such cooperative may be
3 incorporated.
4 (Source: P.A. 84-1423.)
5 Section 99. Effective date. This Act takes effect upon
6 becoming law.
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