Rep. David E. Miller
Filed: 5/19/2005
 
 

 




 

 		












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AMENDMENT TO SENATE BILL 1251




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    AMENDMENT NO. ______. Amend Senate Bill 1251 by replacing 
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everything after the enacting clause with the following:

 
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    "Section 5. The Business Corporation Act of 1983 is amended  
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by changing Section 7.05 as follows:
 



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    (805 ILCS 5/7.05)  (from Ch. 32, par. 7.05)



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    Sec. 7.05. Meetings of shareholders. Meetings of 
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shareholders may be held either within or
without
this State, 
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as may be provided in the by-laws or in a resolution of the

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board of directors pursuant to authority granted in the 
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by-laws.  In the
absence of any such provision, all meetings 
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shall be held at the registered
office of the corporation in 
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this State.

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    An annual meeting of the shareholders shall be held at such 
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time as may
be provided in the by-laws or in a resolution of 
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the board of directors
pursuant to authority granted in the 
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by-laws.  Failure to hold the annual
meeting at the designated 
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time shall not work a forfeiture or dissolution
of the 
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corporation nor affect the validity of corporate action.  If an 
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annual
meeting has not been held within the earlier of six 
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months after the end
of the corporation's fiscal year or 
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fifteen months after its last annual
meeting and if, after a 
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request in writing directed to the president of
the 
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corporation, a notice of meeting is not given within 60 days of 
 


 






09400SB1251ham001
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such
request, then any shareholder entitled to vote at an 
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annual meeting may
apply to the circuit court of the county in 
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which the registered office
or principal place of business of 
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the corporation is located for an order
directing that the 
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meeting be held and fixing the time and place of the
meeting.  
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The court may issue such additional orders as may be necessary

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or appropriate for the holding of the meeting.

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    Unless specifically prohibited by the articles of 
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incorporation or by-laws,
a corporation may allow shareholders 
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to participate in and act at any meeting
of the shareholders

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through the use of a conference telephone or interactive 
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technology, including
but not limited to electronic 
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transmission, Internet usage, or remote
communication, by 
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means of which all persons participating in the meeting can

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communicate with each other.  A shareholder entitled to vote at 
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a meeting of the shareholders shall be permitted to attend the 
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meeting where space permits,  and subject to the corporation's 
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by-laws and rules governing the conduct of the meeting and the 
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power of the chairman to regulate the orderly conduct of the 
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meeting. Participation in such meeting shall constitute

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attendance and presence in person at the meeting of the person 
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or persons so
participating.


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    Special meetings of the shareholders may be called by the 
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president, by
the board of directors, by the holders of not 
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less than one-fifth of all
the outstanding shares entitled to 
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vote on the matter for which the meeting
is called or by such 
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other officers or persons as may be provided in the
articles of 
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incorporation or the by-laws.

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(Source: P.A. 92-771, eff. 8-6-02.)".