Public Act 096-0994
 
SB3387 Enrolled LRB096 19767 DRJ 35204 b

    AN ACT concerning business.
 
    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 107.10, 108.45, and 108.60
as follows:
 
    (805 ILCS 105/107.10)  (from Ch. 32, par. 107.10)
    Sec. 107.10. Informal action by members entitled to vote.
    (a) Unless otherwise provided in the articles of
incorporation or the bylaws, any action required by this Act to
be taken at any annual or special meeting of the members
entitled to vote, or any other action which may be taken at a
meeting of the members entitled to vote, may be taken by ballot
without a meeting in writing by mail, e-mail, or any other
electronic means pursuant to which the members entitled to vote
thereon are given the opportunity to vote for or against the
proposed action, and the action receives approval by a majority
of the members casting votes, or such larger number as may be
required by the Act, the articles of incorporation, or the
bylaws, provided that the number of members casting votes would
constitute a quorum if such action had been taken at a meeting.
Voting must remain open for not less than 5 days from the date
the ballot is delivered; provided, however, in the case of a
removal of one or more directors, a merger, consolidation,
dissolution or sale, lease or exchange of assets, the voting
must remain open for not less than 20 days from the date the
ballot is delivered.
    (b) Such informal action by members shall become effective
only if, at least 5 days prior to the effective date of such
informal action, a notice in writing of the proposed action is
delivered to all of the members entitled to vote with respect
to the subject matter thereof.
    (c) In the event that the action which is approved is such
as would have required the filing of a certificate under any
other Section of this Act if such action had been voted on by
the members at a meeting thereof, the certificate filed under
such other Section shall state, in lieu of any statement
required by such Section concerning any vote of members, that
an informal vote has been conducted in accordance with the
provisions of this Section and that written notice has been
delivered as provided in this Section.
    (d) In addition, unless otherwise provided in the articles
of incorporation or the bylaws, any action required by this Act
to be taken at any annual or special meeting of the members
entitled to vote, or any other action which may be taken at a
meeting of members entitled to vote, may also be taken without
a meeting and without a vote if a consent in writing, setting
forth the action so taken, shall be approved by all the members
entitled to vote with respect to the subject matter thereof.
(Source: P.A. 96-649, eff. 1-1-10.)
 
    (805 ILCS 105/108.45)  (from Ch. 32, par. 108.45)
    Sec. 108.45. Informal action by directors.
    (a) Unless specifically prohibited by the articles of
incorporation or bylaws, any action required by this Act to be
taken at a meeting of the board of directors of a corporation,
or any other action which may be taken at a meeting of the
board of directors or a committee thereof, may be taken without
a meeting if a consent in writing, setting forth the action so
taken, shall be approved in writing signed by all of the
directors and all of any nondirector committee members entitled
to vote with respect to the subject matter thereof, or by all
the members of such committee, as the case may be.
    (b) The consent shall be evidenced by one or more written
approvals, each of which sets forth the action taken and
provides a written record of approval. All the approvals
evidencing the consent shall be delivered to the secretary to
be filed in the corporate records. The action taken shall be
effective when all the directors or the committee members, as
the case may be, have approved the consent unless the consent
specifies a different effective date.
    (c) Any such consent approved in writing signed by all the
directors or all the committee members, as the case may be,
shall have the same effect as a unanimous vote and may be
stated as such in any document filed with the Secretary of
State under this Act.
(Source: P.A. 96-649, eff. 1-1-10.)
 
    (805 ILCS 105/108.60)  (from Ch. 32, par. 108.60)
    Sec. 108.60. Director conflict of interest.
    (a) If a transaction is fair to a corporation at the time
it is authorized, approved, or ratified, the fact that a
director of the corporation is directly or indirectly a party
to the transaction is not grounds for invalidating the
transaction.
    (b) In a proceeding contesting the validity of a
transaction described in subsection (a), the person asserting
validity has the burden of proving fairness unless:
        (1) The material facts of the transaction and the
    director's interest or relationship were disclosed or
    known to the board of directors or a committee consisting
    entirely of directors and the board or committee
    authorized, approved or ratified the transaction by the
    affirmative votes of a majority of disinterested
    directors, even though the disinterested directors be less
    than a quorum; or
        (2) The material facts of the transaction and the
    director's interest or relationship were disclosed or
    known to the members entitled to vote, if any, and they
    authorized, approved or ratified the transaction without
    counting the vote of any member who is an interested
    director.
    (c) The presence of the director, who is directly or
indirectly a party to the transaction described in subsection
(a), or a director who is otherwise not disinterested, may be
counted in determining whether a quorum is present but may not
be counted when the board of directors or a committee of the
board takes action on the transaction.
    (d) For purposes of this Section, a director is
"indirectly" a party to a transaction if the other party to the
transaction is an entity in which the director has a material
financial interest or of which the director is an officer,
director or general partner; except that if a director is an
officer or director of both parties to a transaction involving
a grant or contribution, without consideration, from one entity
to the other, that director is not "indirectly" a party to the
transaction provided the director does not have a material
financial interest in the entity that receives the grant or
contribution.
    (e) (Blank). The provisions of this Section do not apply
where a director of the corporation is directly or indirectly a
party to a transaction involving a grant or contribution,
without consideration, by one organization to another.
(Source: P.A. 96-649, eff. 1-1-10.)
 
    Section 99. Effective date. This Act takes effect upon
becoming law.