Bill Status of SB 1390   96th General Assembly

Short Description:  NOT FOR PROFIT CORP-VARIOUS

Senate Sponsors
Sen. A. J. Wilhelmi-Kirk W. Dillard-Pamela J. Althoff and Randall M. Hultgren

House Sponsors
(Rep. John A. Fritchey-Jack McGuire and Al Riley)


Last Action  View All Actions

DateChamber Action
  8/24/2009SenatePublic Act . . . . . . . . . 96-0649

Statutes Amended In Order of Appearance
805 ILCS 105/101.80from Ch. 32, par. 101.80
805 ILCS 105/103.12from Ch. 32, par. 103.12
805 ILCS 105/107.10from Ch. 32, par. 107.10
805 ILCS 105/107.40from Ch. 32, par. 107.40
805 ILCS 105/107.50from Ch. 32, par. 107.50
805 ILCS 105/107.75from Ch. 32, par. 107.75
805 ILCS 105/108.05from Ch. 32, par. 108.05
805 ILCS 105/108.10from Ch. 32, par. 108.10
805 ILCS 105/108.35from Ch. 32, par. 108.35
805 ILCS 105/108.45from Ch. 32, par. 108.45
805 ILCS 105/108.60from Ch. 32, par. 108.60
805 ILCS 105/108.70from Ch. 32, par. 108.70
805 ILCS 105/110.30from Ch. 32, par. 110.30

Synopsis As Introduced
Amends the General Not For Profit Corporation Act of 1986. Provides that notices may be delivered by electronic means to an e-mail address, facsimile number, or other appropriate contact (instead of the address) listed on the corporate records. Provides for informal action by voting membership by mail, e-mail, or other electronic means (instead of a written consent by all members entitled to vote) and notice of the informal action must be delivered at least 5 days before the effective date to members who did not vote (instead of a written consent signed by less than all voters is only effective if notice of the proposed action is delivered 5 days before the effective date of the action and if, after the effective date of the consent, prompt written notice of the action is delivered to those who did not give written consent). Provides that writings by directors or members include electronic communications unless prohibited (instead of expressly permitted) by the corporation's bylaws or incorporation articles. Provides that a voting member or the member's agent may examine or copy the corporation's records for a proper purpose and that a disputed records request is decided in circuit court (instead of a member may inspect all books and records for a proper purpose at a reasonable time). Provides that a bylaws amendment eliminating a director position may shorten (instead of may not shorten) the terms of incumbent directors, if approved by those authorized to select the directors. Deletes provision that prohibits the removal, except for cause, of directors of different classes with non-uniform terms. Provides that a transaction between a corporation and a member, director, officer, or any entity in which such an individual has an interest, is not void or voidable solely for that reason if the material facts are disclosed and the board or members in good faith authorize the transaction by a majority vote or the transaction is fair at the time it is authorized (instead of if a transaction is fair to the corporation, the direct or indirect interest of a director is not grounds for invalidating the transaction). Provides that no director shall be liable unless the director earns more than $25,000 (instead of $5,000) per year as a director. Makes other changes.

Senate Floor Amendment No. 1
Further amends the General Not For Profit Corporation Act of 1986. Provides for informal action without a meeting (instead of informal action) by voting membership by mail, e-mail, or other electronic means. Provides that unless otherwise prohibited by the articles of incorporation or bylaws, the election of directors, officers, or representatives by members may be conducted by mail, e-mail, or any other electronic means as set forth in the Act.

House Committee Amendment No. 1
Adds reference to:
805 ILCS 105/101.80from Ch. 32, par. 101.80
805 ILCS 105/103.12from Ch. 32, par. 103.12
805 ILCS 105/107.10from Ch. 32, par. 107.10
805 ILCS 105/107.40from Ch. 32, par. 107.40
805 ILCS 105/107.50from Ch. 32, par. 107.50
805 ILCS 105/107.75from Ch. 32, par. 107.75
805 ILCS 105/108.05from Ch. 32, par. 108.05
805 ILCS 105/108.10from Ch. 32, par. 108.10
805 ILCS 105/108.35from Ch. 32, par. 108.35
805 ILCS 105/108.45from Ch. 32, par. 108.45
805 ILCS 105/108.60from Ch. 32, par. 108.60
805 ILCS 105/108.70from Ch. 32, par. 108.70
805 ILCS 105/110.30from Ch. 32, par. 110.30

Deletes everything after the enacting clause and reinserts similar provisions with the following additional changes: changes the definition of the term "delivered" in relation to electronically transmitted notices to provide that such notices are considered delivered if transmitted to the e-mail address, facsimile number, or other contact information appearing on the records of the corporation as may be authorized or approved in the articles of incorporation or the bylaws (rather than the e-mail address, facsimile number, or other appropriate contact information appearing on the records of the corporation); provides that prompt notice of any informal action by a corporation's voting members must be delivered to other voting members; that certain classes of directors may only be removed for cause if so indicated by the corporation's articles of incorporation or bylaws; and that the articles of amendment proposed by a corporation's board of directors and subsequently adopted by voting members must contain a statement that the amendment was adopted by members entitled to vote (rather than adopted by written, electronic, or other acceptable means) having not less than the minimum number of votes necessary to adopt such amendment as provided by the General Not for Profit Corporation Act of 1986, the articles of incorporation, or the bylaws. Eliminates language providing that provisions concerning conflicting interest transactions are applicable except as otherwise restricted in the articles of incorporation or bylaws.

House Floor Amendment No. 2
Adds provisions providing that informal action by voting members may be taken by ballot without a meeting in writing by mail, email, or any other electronic means provided the members entitled to vote thereon are given the opportunity to vote, and the action receives approval by a majority of members casting votes or such larger number as may be required, provided a quorum is present (rather than informal action by voting members may be taken without a meeting in writing by mail, email, or any other electronic means provided the action receives approval by members having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which a quorum was present). Contains provisions concerning the number of days voting must remain open and when such informal action shall become effective. Eliminates provisions concerning conflicting interest transactions. Restores provisions concerning the validity of a transaction when the corporation's director is a party to the transaction and provides that such provisions do not apply to transactions involving a grant or contribution, without consideration, by one organization to another.

Actions 
DateChamber Action
  2/11/2009SenateFiled with Secretary by Sen. A. J. Wilhelmi
  2/11/2009SenateChief Co-Sponsor Sen. Kirk W. Dillard
  2/11/2009SenateFirst Reading
  2/11/2009SenateReferred to Assignments
  2/18/2009SenateAssigned to Judiciary
  2/25/2009SenatePostponed - Judiciary
  2/27/2009SenateAdded as Chief Co-Sponsor Sen. Pamela J. Althoff
  3/5/2009SenateDo Pass Judiciary; 009-000-000
  3/5/2009SenatePlaced on Calendar Order of 2nd Reading March 6, 2009
  3/10/2009SenateSenate Floor Amendment No. 1 Filed with Secretary by Sen. A. J. Wilhelmi
  3/10/2009SenateSenate Floor Amendment No. 1 Referred to Assignments
  3/18/2009SenateSenate Floor Amendment No. 1 Assignments Refers to Judiciary
  3/19/2009SenateSenate Floor Amendment No. 1 Recommend Do Adopt Judiciary; 010-000-000
  3/25/2009SenateSenate Floor Amendment No. 2 Filed with Secretary by Sen. A. J. Wilhelmi
  3/25/2009SenateSenate Floor Amendment No. 2 Referred to Assignments
  3/30/2009SenateSecond Reading
  3/30/2009SenateSenate Floor Amendment No. 1 Withdrawn by Sen. A. J. Wilhelmi
  3/30/2009SenateSenate Floor Amendment No. 1 Tabled
  3/30/2009SenatePlaced on Calendar Order of 3rd Reading March 31, 2009
  4/2/2009SenateSenate Floor Amendment No. 1 Motion Filed Sen. A. J. Wilhelmi; I move to take from the table Floor Amendment #1 to SB 1390
  4/2/2009SenateSenate Floor Amendment No. 1 Be Approved for Consideration Assignments; Wilhelmi - Motion (M1) to take from Table
  4/2/2009SenateSenate Floor Amendment No. 1 Motion Prevailed Wilhelmi - Motion (M1) to take from Table
  4/2/2009SenateAdded as Co-Sponsor Sen. Randall M. Hultgren
  4/2/2009SenateRecalled to Second Reading
  4/2/2009SenateSenate Floor Amendment No. 1 Adopted; Wilhelmi
  4/2/2009SenatePlaced on Calendar Order of 3rd Reading
  4/2/2009SenateThird Reading - Passed; 058-000-000
  4/2/2009SenateSenate Floor Amendment No. 2 Tabled Pursuant to Rule 5-4(a)
  4/2/2009HouseArrived in House
  4/2/2009HousePlaced on Calendar Order of First Reading
  4/2/2009HouseChief House Sponsor Rep. John A. Fritchey
  4/2/2009HouseFirst Reading
  4/2/2009HouseReferred to Rules Committee
  4/20/2009HouseAssigned to Judiciary I - Civil Law Committee
  5/6/2009HouseHouse Committee Amendment No. 1 Filed with Clerk by Judiciary I - Civil Law Committee
  5/6/2009HouseHouse Committee Amendment No. 1 Adopted in Judiciary I - Civil Law Committee; by Voice Vote
  5/6/2009HouseDo Pass as Amended / Short Debate Judiciary I - Civil Law Committee; 015-000-001
  5/6/2009HousePlaced on Calendar 2nd Reading - Short Debate
  5/7/2009HouseAdded Alternate Co-Sponsor Rep. Al Riley
  5/14/2009HouseHouse Floor Amendment No. 2 Filed with Clerk by Rep. John A. Fritchey
  5/14/2009HouseHouse Floor Amendment No. 2 Referred to Rules Committee
  5/18/2009HouseHouse Floor Amendment No. 2 Recommends Be Adopted Rules Committee; 004-000-000
  5/18/2009HouseSecond Reading - Short Debate
  5/18/2009HouseHouse Floor Amendment No. 2 Adopted by Voice Vote
  5/18/2009HousePlaced on Calendar Order of 3rd Reading - Short Debate
  5/19/2009HouseAdded Alternate Chief Co-Sponsor Rep. Jack McGuire
  5/19/2009HouseThird Reading - Short Debate - Passed 116-000-000
  5/20/2009SenateSecretary's Desk - Concurrence House Amendment(s) 1, 2
  5/20/2009SenatePlaced on Calendar Order of Concurrence House Amendment(s) 1, 2 - May 21, 2009
  5/20/2009SenateHouse Committee Amendment No. 1 Motion to Concur Filed with Secretary Sen. A. J. Wilhelmi
  5/20/2009SenateHouse Committee Amendment No. 1 Motion to Concur Referred to Assignments
  5/20/2009SenateHouse Floor Amendment No. 2 Motion to Concur Filed with Secretary Sen. A. J. Wilhelmi
  5/20/2009SenateHouse Floor Amendment No. 2 Motion to Concur Referred to Assignments
  5/22/2009SenateHouse Committee Amendment No. 1 Motion to Concur Assignments Referred to Judiciary
  5/22/2009SenateHouse Floor Amendment No. 2 Motion to Concur Assignments Referred to Judiciary
  5/26/2009SenateHouse Committee Amendment No. 1 Motion To Concur Recommended Do Adopt Judiciary; 010-000-000
  5/26/2009SenateHouse Floor Amendment No. 2 Motion To Concur Recommended Do Adopt Judiciary; 010-000-000
  5/27/2009SenateHouse Committee Amendment No. 1 Senate Concurs 056-000-000
  5/27/2009SenateHouse Floor Amendment No. 2 Senate Concurs 056-000-000
  5/27/2009SenatePassed Both Houses
  6/25/2009SenateSent to the Governor
  8/24/2009SenateGovernor Approved
  8/24/2009SenateEffective Date January 1, 2010
  8/24/2009SenatePublic Act . . . . . . . . . 96-0649

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