104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
HB2924
 
Introduced 2/6/2025, by Rep. Bob Morgan
 
SYNOPSIS AS INTRODUCED:
 
805 ILCS 5/7.40  from Ch. 32, par. 7.40
    Amends the Business Corporation Act of 1983. Provides that the articles of incorporation of any corporation (currently, any corporation incorporated after December 31, 1981) may limit or eliminate cumulative voting rights in all or specified circumstances, or may limit or deny voting rights or may provide special voting rights as to any class or classes or series of shares of such corporation.


LRB104 11725 SPS 21814 b

 
 
A BILL FOR
 
HB2924LRB104 11725 SPS 21814 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois, 
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended 
5by changing Section 7.40 as follows:
 
6    (805 ILCS 5/7.40)  (from Ch. 32, par. 7.40)
7    Sec. 7.40. Voting of shares. 
8    (a) Subject to subsections (b), (c), and (d) of this 
9Section 7.40, each outstanding share, regardless of class, 
10shall be entitled to one vote in each matter submitted to a 
11vote at a meeting of shareholders, and except as specifically 
12provided in Section 8.30, in all elections for directors, 
13every shareholder shall have the right to vote the number of 
14shares owned by such shareholder for as many persons as there 
15are directors to be elected, or to cumulate such votes and give 
16one candidate as many votes as shall equal the number of 
17directors multiplied by the number of such shares or to 
18distribute such cumulative votes in any proportion among any 
19number of candidates. A shareholder may vote either in person 
20or by proxy subject to the provisions of Section 7.50.
21    (b) The articles of incorporation of any corporation 
22incorporated after December 31, 1981, may limit or eliminate 
23cumulative voting rights in all or specified circumstances, or 
 
 
HB2924- 2 -LRB104 11725 SPS 21814 b

1may limit or deny voting rights or may provide special voting 
2rights as to any class or classes or series of shares of such 
3corporation.
4    (c) A corporation, whenever incorporated, may amend its 
5articles of incorporation to limit or eliminate cumulative 
6voting rights in all or specified circumstances, or to limit 
7or deny voting rights or to provide special voting rights as to 
8any class or classes or series of shares of such corporation.
9    (d) If the articles of incorporation provide for more or 
10less than one vote for any share on any matter, every reference 
11in this Act to a majority or other proportion greater than a 
12majority of shares shall refer to that majority or other 
13proportion greater than a majority of the votes of the shares.
14(Source: P.A. 89-48, eff. 6-23-95.)